Barnes & Noble Education, Inc.

Barnes & Noble Education, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended November 1, 2025 (the “Form 10-Q”) within the prescribed time period, without unreasonable effort or expense. On July 18, 2025, the Company filed a Form 12b-25 notifying the United States Securities and Exchange Commission (the “SEC”) that the Company would be unable to timely file its Annual Report on Form 10-K for the year ended May 3, 2025. On September 12, 2025, the Company filed a Form 12b-25 notifying the SEC that the Company would be unable to timely file its Quarterly Report on Form 10-Q for the quarter ended August 2, 2025. As previously reported, the Company’s Board of Directors (the “Board”) determined that the Company’s previously-issued financial statements included in its Quarterly Reports on Form 10-Q for the first three fiscal quarters of fiscal 2024, our Annual Report on Form 10-K for fiscal 2024, and the Quarterly Reports on Form 10-Q for the first three fiscal quarters of fiscal 2025, as well as its disclosures related to such financial statements, including any reports, earnings releases, and investor presentations, and related communications issued by or on behalf of the Company with respect to such periods, should no longer be relied upon. The Company expects to restate the financial statements for these non-reliance periods (the “Restatement”), which will be corrected within its Annual Report on Form 10-K for the fiscal year ended May 3, 2025, however the final determination regarding the scope of any such Restatement will depend on the completion of the Audit Committee’s review and the ongoing work of the Company and its independent registered public accounting firms for the fiscal periods of 2024 and 2025. The Company is diligently working on the Restatement

Barnes & Noble Education, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended August 2, 2025 (the “Form 10-Q”) within the prescribed time period, without unreasonable effort or expense. As previously reported by the Company in its Current Report on Form 8-K filed on July 18, 2025 (the “Prior 8-K”), 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, that caused the Audit Committee to commence an internal investigation with the assistance of outside counsel and advisors. On July 18, 2025, the Company filed a Form 12b-25 notifying the United States Securities and Exchange Commission (the “SEC”) that the Company would be unable to timely file its Annual Report on Form 10-K for the year ended May 3, 2025. On August 29, 2025, the Company filed a Current Report on Form 8-K announcing that on August 26, 2025, the Board of Directors (the “Board”) of the Company concluded that the Company’s previously-issued unaudited interim condensed consolidated financial statements for the fiscal third quarter and nine-months ended January 25, 2025, the fiscal second quarter and six-months ended October 26, 2024, the fiscal first quarter ended July 27, 2024, and the fiscal third quarter and nine-months ended January 27, 2024 contained in its Quarterly Reports on Form 10-Q and the Company’s previously-issued audited consolidated financial statements for the fiscal year ended April 27, 2024 contained in its Annual Report on Form 10-K (the “Non-Reliance Periods”), as well as its disclosures related to such financial statements, including any reports, earnings releases, and investor presentations, and related communications issued by or on behalf of the Company with respect to the Non-Reliance Periods (the “Previously Issued Financial Information”), should no longer be relied upon

Barnes & Noble Education, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended May 3, 2025 (the “Form 10-K”) within the prescribed time period, without unreasonable effort or expense. 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

Barnes & Noble Education, Inc. (the “Company”) is party to: (i) a Credit Agreement, dated as of August 3, 2015 (as amended, the “ABL Credit Agreement”), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the “ABL Agent”) and (ii) a Term Loan Credit Agreement, dated as of June 7, 2022 (as amended, the “Term Loan Credit Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders. The Company is engaged in advanced and ongoing discussions with third parties to evaluate a range of options to strengthen its liquidity and financial position and to ensure it is best positioned to serve educational institutions and students through the coming school year and beyond. The potential options under consideration include among other things, a refinancing, in whole or in part, of the Company’s obligations under the Credit Agreements, as well as a potential equity offering, which would likely be conducted at a substantial discount to the current market price of the Company’s common stock. There can be no assurance that any refinancing, equity offering, or other transaction will occur or, if any transaction occurs, that it will ultimately be consummated, or that the Company’s effort to strengthen its liquidity and financial position will be achieved. Due to the time and effort expended by management on these negotiations and discussions, the Company will be unable to file its Quarterly Report on Form 10-Q in a timely manner without unreasonable effort and expense

Barnes & Noble Education, Inc. (the “Company”) is party to: (i) a Credit Agreement, dated as of August 3, 2015 (as amended, the “ABL Credit Agreement”), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the “ABL Agent”) and (ii) a Term Loan Credit Agreement, dated as of June 7, 2022 (as amended, the “Term Loan Credit Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders. The Company is engaged in discussions with third parties to evaluate a range of options to strengthen its liquidity and financial position and to ensure it is best positioned to serve educational institutions and students through the coming school year and beyond. The potential options under consideration include among other things, a refinancing, in whole or in part, of the Company’s obligations under the Credit Agreements. There can be no assurance that any refinancing or other transaction will occur or, if any transaction occurs, that it will ultimately be consummated, or that the Company’s effort to strengthen its liquidity and financial position will be achieved. The process of obtaining and implementing the refinancing or other liquidity solutions will impact the Company’s disclosures in its Form 10-K. Additionally, such refinancing or other liquidity solution, if completed, would also impact the Company’s assessment of its financial position and liquidity and corresponding disclosure in its Form 10-K. Therefore, the Company will be unable to file its Annual Report on Form 10-K in a timely manner without unreasonable effort and expense