Business/Financial Results (Form 8-K)

Item 2.02 Results of Operations and Financial Condition.

On July 18, 2025, Barnes & Noble Education, Inc. (the "Company") filed a Notification of Late Filing on Form 12b-25("Form 12b-25")with the Securities and Exchange Commission to report that the Company is unable to file its Annual Report on Form 10-Kfor the year ended May 3, 2025 within the prescribed time period without unreasonable effort or expense. The Form 12b-25included selected preliminary and unaudited financial results for the fiscal year ended May 3, 2025 and included the following information:

Certain information regarding the recording of cost of digital sales was brought to the attention of management in July 2025, which promptly informed the Audit Committee (the "Committee") of the Board of Directors of the Company, that caused the Committee to commence an internal investigation with the assistance of outside counsel and advisors.

The investigation is ongoing and all parties are working diligently to complete the investigation. However, based on initial findings, which could change as the investigation is in its early stages, management believes that the Company may have a potential overstatement of up to $23.0 million in the aggregate to its accounts receivable balance as of its May 3, 2025 fiscal year-end,which the Company believes is the cumulative net impact of overstatements and understatements to its cost of sales during the fiscal years 2024 and 2025, impacting results of operations in those periods. Based on the Committee's investigation to date, the Company believes that these potential impacts may have resulted from the actions of a payment processing employee, who has been suspended pending the results of the Committee's investigation. The Company has not reached a conclusion whether any restatement of previously issued financial statements will be required as a result of the investigation. In addition, certain other financial reporting process matters require resolution in addition to any impact from the conclusion of the ongoing investigation, as such, management is unable to complete the Company's financial reporting process and preparation of its financial statements for the fiscal year ended May 3, 2025.

Management is also assessing the effect of this matter on the Company's internal control over financial reporting and its disclosure controls and procedures. The Company expects to report at least one material weakness related to the appropriate review and approval of manual journal entries following the completion of the ongoing investigation. As a result of the expected material weakness(es), the Company believes that its internal control over financial reporting was not effective, and its disclosure controls and procedures were not effective, as of May 3, 2025 and as of April 27, 2024, the respective end dates of each of its fiscal years 2024 and 2025.

The Company does not expect the investigation to impact total sales, which increased by $40.5 million in fiscal year 2025 to $1.61 billion (unaudited), nor BNC First Day total revenue, which increased by $119.9 million in fiscal year 2025, or 25.3%, to $593.8 million (unaudited) compared to $473.9 million during the prior year period. The investigation will not impact the Company's fiscal 2025 year-endcash and cash equivalents and total debt. As a result, the Company expects to report total net debt (defined as total debt, less cash and cash equivalents) of $94.0 million (unaudited) as of the end of fiscal year 2025, which was a decrease of $91.8 million from the Company's total net debt of $185.8 million as of the end of fiscal year 2024. In addition, the Company expects to be in compliance with its financial covenants under its credit agreement as of fiscal 2025 year-end.