(3)    Discontinued Operations and Assets Held for Sale

On April 30, 2026, Skillsoft, determined that the business of its GK segment met the criteria to be classified as assets held for sale and discontinued operations. The planned disposition represents a strategic shift that is expected to have a major effect on Skillsoft’s operations and financial results. Accordingly, the results of operations of the GK business are presented as discontinued operations in our condensed consolidated statements of operations for all periods presented.

The assets and liabilities of our GK business (the “disposal group”) were classified as held for sale on the condensed consolidated balance sheet as of April 30, 2026. Immediately prior to such classification, elements of the disposal group were evaluated for impairment under their respective models, which resulted in an $8.7 million non-cash pre-tax total impairment of GK goodwill. Upon classification as held for sale, Skillsoft measured the remaining assets and liabilities of the disposal group at the lower of their carrying amount or estimated fair value less cost to sell, resulting in a an aggregate $6.9 million non-cash valuation allowance impairment charge to reduce: (i) definite-lived intangible assets by $6.2 million; and (ii) property and equipment and other long-lived assets by $0.7 million. As previously disclosed, on May 20, 2026, we entered into an agreement (the “Sale Agreement”) with an affiliate of Enduring Ventures (the “Buyer”), pursuant to which the Buyer has agreed to purchase our GK business for specified consideration. The sale is subject to customary closing conditions, including regulatory approvals.

The estimated fair value of the disposal group less costs to sell involves judgment, including consideration of: (i) the disposal structure and expected consideration to be received; (ii) observable and unobservable inputs relevant to the underlying assets; (iii) market participant assumptions; and (iv) costs directly attributable to the disposal. Skillsoft considered available information in estimating the fair value of the disposal group less costs to sell, including the timing and probability of expected cash flows and discount rates derived from observable market data for applicable instruments with similar durations, as well as information received during our sale process, which was well underway during the quarter ended April 30, 2026. The fair value measurement is classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs, including projected future proceeds, probability assumptions, and discount rates used to determine fair value less costs to sell. The non-cash valuation allowance impairment charge was allocated to the assets of the disposal group in accordance with ASC 360-10, Impairment and Disposal of Long-Lived Assets. Any future changes in estimated fair value less cost to sell may result in additional impairment gains or losses; however, impairment charges recognized for goodwill are not reversible. In addition, significant increases or decreases in the estimated probability of future qualifying transactions, expected proceeds or discount rates could result in a materially higher or lower fair value measurement.

Depreciation and amortization expense on long-lived assets ceased upon classification as held for sale.

The major classes of assets and liabilities classified as held for sale are as follows (in thousands):

The following presents the results of operations of the discontinued operations for the periods presented (in thousands):

Cash flows directly attributable to discontinued operations were not significant for the periods presented herein.

We expect to complete the sale of the GK business within one year, subject to customary closing conditions, including regulatory approval. Skillsoft expects to have continuing involvement with the business after consummation of the sale, consisting of a customary transition services agreement for transactions of this type, which is not expected to be significant.