Equity |
12 Months Ended |
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May 02, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| Equity | Equity Stock Authorization As of May 2, 2026, our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “BNED”. On October 5, 2023, our shareholders approved an amendment and restatement of the Equity Incentive Plan to increase the number of shares available for issuance by an additional 4,500,000 of our Common Stock. BNED has reserved an aggregate of 2,179,093 shares of common stock for future grants in accordance with the Barnes & Noble Education Inc. Equity Incentive Plan. See Note 15. Long-Term Incentive Compensation Expense. On June 5, 2024, our shareholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the aggregate number of authorized shares of Common Stock from 200,000,000 shares to 10,000,000,000 shares. On June 10, 2024, BNED completed the Transactions, including the Rights Offering, the Private Investment, the Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage our Consolidated Balance Sheet. These transactions raised additional capital for repayment of indebtedness and provide additional flexibility for working capital needs. See Note 10. Debt. On June 11, 2024, our shareholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, to effect a 100 to 1 reverse stock split, thus reducing the number of authorized shares of Common Stock to 100,000,000. On September 18, 2024, our stockholders (1) approved the Company’s Amended and Restated Certificate of Incorporation to decrease the aggregate number of authorized shares of our Common Stock from 10,000,000,000 shares to 200,000,000 shares; and (2) approved an amendment to the Equity Incentive Plan to increase the number of shares available for issuance by an additional 2,000,000 shares of our Common Stock, for an aggregate total of 2,179,093 shares (post-reverse stock split). At-the-Market Equity Offerings On September 19, 2024, BNED entered into an at-the market ("ATM") sales agreement (the "September ATM Sales Agreement") with BTIG, LLC ("BTIG"), under which BNED sold the maximum of $40,000 of our Common Stock from time to time at a weighted-average price of $10.06 per share and received $39,200 in proceeds, net of commissions. BTIG, as the sales agent, sold the shares based upon our instructions (including as to price, time or size limits or other customary parameters or conditions). BNED paid BTIG a commission of 2% of the gross sales proceeds of the Common Stock sold under the September ATM Sales Agreement. BNED was not obligated to make any sales of Common Stock under the September ATM Sales Agreement. On December 20, 2024, BNED entered into an additional ATM sales agreement with BTIG (the "December ATM Sales Agreement"), under which BNED sold the maximum of $40,000 of our Common Stock from time to time at a weighted-average price of $10.42 per share and received $39,200 in proceeds, net of commissions. BTIG, as the sales agent, sold the shares based upon our instructions (including as to price, time or size limits or other customary parameters or conditions). BNED paid BTIG a commission of 2% of the gross sales proceeds of the Common Stock sold under the December ATM Sales Agreement. BNED was not obligated to make any sales of Common Stock under the December ATM Sales Agreement. Reverse Stock Split On June 11, 2024, BNED completed a reverse stock split of the Company’s outstanding shares of Common Stock at a ratio of 100-for-1 (the “Reverse Stock Split”). The Reverse Stock Split affected all issued and outstanding shares of Common Stock. All outstanding options and restricted stock units, and other securities entitling their holders to purchase or otherwise receive shares of Common Stock were adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The number of shares available to be awarded under the Company’s equity compensation plans was also appropriately adjusted. Following the Reverse Stock Split, the par value of the Common Stock will remain unchanged at $0.01 per share. The Reverse Stock Split did not change the authorized number of shares of Common Stock or preferred stock. No fractional shares were issued in connection with the reverse split; instead any fractional shares as a result of the Reverse Stock Split were rounded up to the next whole number of post-split shares of Common Stock. Repurchase of Shares On December 14, 2015, our Board of Directors authorized a stock repurchase program of up to $50,000 in the aggregate, of our outstanding common stock. The stock repurchase program is carried out at the direction of management (which may include a plan under Rule 10b5-1 of the Securities Exchange Act of 1934). The stock repurchase program may be suspended, terminated, or modified at any time. Any repurchased shares will be held as treasury stock and will be available for general corporate purposes. During Fiscal 2026 and Fiscal 2025, BNED did not purchase shares under the stock repurchase program. As of May 2, 2026, approximately $26,669 remains available under the stock repurchase program. During Fiscal 2026 and Fiscal 2025, BNED repurchased 0 shares and 429 shares of our Common Stock, respectively, outside of the stock repurchase program in connection with employee tax withholding obligations for vested stock awards. Sale of Treasury Shares In December 2020 (Fiscal 2021), BNED entered into a merchandising agreement with Fanatics and Lids which included a strategic equity investment in the Company. Fanatics, Inc. and Lids Holdings, Inc. jointly as TopLids LendCo, LLC (“TopLids”), purchased an aggregate 2,307,692 of our common shares (issued from treasury shares) for $15,000, representing a share price of $6.50 per share. The premium price paid above the fair market value of our common stock at closing was approximately $4,131 and was recorded as a contract liability which is recognized over the term of the merchandising contracts for Fanatics and Lids ($300 and $300, respectively, in accrued liabilities, and $2,604 and $2,905, respectively, as of May 2, 2026 and May 3, 2025, in other long-term liabilities on the Consolidated Balance Sheets) which is expected to be recognized over the term of the merchandising contracts for Fanatics and Lids. For information related to additional equity investments by TopLids, see Note 13. Related Party Transactions. Dividends On June 24, 2026, our Board of Directors declared a quarterly cash dividend on our common stock in the amount of $0.08 per share of common stock outstanding, which will be paid on July 30, 2026 to the holders of record as of July 16, 2026. The payment, amount and timing of future dividends remain within the discretion of our Board of Directors and will depend on our results of operations, financial condition, cash requirements, and other factors. See Note 10. Debt for details.
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