Barnes & Noble Education Inc 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended May3, 2025 ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-37499 BARNES& NOBLE EDUCATION, INC. (Exact Name of Registrant as Specified in Its Charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Largeacceleratedfiler☐Accelerated filer☒Emerging Growth CompanyNon-Accelerated Filer☐Smallerreportingcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was approximately $85million basedupon the closing market price of $10.18 per share of Common Stock on the New York Stock Exchange as of October 26, 2024. As ofNovember19, 2025, 34,053,847 shares of Common Stock, par value $0.01 per share, were outstanding. Indexto Form 10-KIndex to FS BARNES& NOBLE EDUCATION, INC. AND SUBSIDIARIESINDEX TO FORM 10-K Disclosure Regarding Forward-Looking StatementsAvailability of InformationPARTIItem 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety DisclosuresPARTIIItem5.Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of EquitySecuritiesItem6.[Reserved]Item7.Management’s Discussion And Analysis Of Financial Condition And Results Of OperationsOverviewResults Of OperationsNon-GAAP MeasuresLiquidity And Capital ResourcesCritical Accounting Policies And EstimatesItem7A.Quantitative And Qualitative Disclosures About Market RiskItem8.Financial Statements And Supplementary DataItem9.Changes In And Disagreements With Accountants On Accounting And Financial DisclosureItem9A.Controls And ProceduresItem9B.Other InformationItem9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPARTIIIItem10.Directors, Executive Officers And Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder MattersItem13.Certain Relationships And Related Transactions, And Director IndependenceItem14.Principal Accountant Fees And ServicesPARTIVItem15.Exhibits,Financial Statement SchedulesItem 16.Form 10-K SummarySignatures Indexto Form 10-KIndex to FS EXPLANATORY NOTE Conclusion of Investigation As previously reported in our Current Report on Form 8-K filed with the SEC on July 18, 2025, certain information regarding therecording of cost of digital sales was brought to the attention of the Audit Committee