BNED has reserved 2,179,093 shares of our common stock for future grants in accordance with the Barnes & Noble Education Inc. Equity Incentive Plan. Types of equity awards that can be granted under the Equity Incentive Plan include options, restricted stock (“RS”), restricted stock units (“RSU”), performance shares (“PS”), performance share units (“PSU”), and phantom share units (or "Phantom Shares").

BNED recognizes compensation expense for restricted stock awards and performance share awards ratably over the requisite service period of the award, which is generally three years. BNED recognizes compensation expense for these awards based on the number of awards expected to vest, which includes an estimated average forfeiture rate. BNED calculates the fair value of these awards based on the closing stock price on the date the award was granted. For those awards with market conditions, BNED has determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the requisite service period regardless of whether the market condition is satisfied.

An RS award is an award of common stock that is subject to certain restrictions during a specified period. RS awards are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of unvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon (although payment may be deferred until the shares have vested) and are considered to be currently issued and outstanding. RS awards will have a minimum vesting period of one year.

An RSU is a grant valued in terms of our common stock, but no stock is issued at the time of grant. Each RSU may be redeemed for one share of our common stock once vested. RSUs are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the units except in very limited circumstances and with the consent of the compensation committee. Shares associated with unvested RSUs have no voting rights but are entitled to receive dividends and other distributions thereon (although payment may be deferred until the units have vested). RSUs generally vest over a period of three years, but will have a minimum vesting period of one year.

For stock options granted with an "at market" exercise price, BNED determined the grant fair value using the Black-Scholes model and for stock options granted with "a premium" exercise price, BNED determined the grant date fair value using the Monte Carlo simulation model. The fair value models for stock options use assumptions that include the risk-free interest rate, expected volatility, expected dividend yield and expected term of the options. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected stock option term. The expected stock option term represents the weighted average period of time that stock options granted are expected to be outstanding, based on vesting schedules and the contractual term of the stock options. Volatility is based on the historical volatility of the Company’s common stock over a period of time corresponding to the expected stock option term. The stock options are exercisable in four equal annual installments commencing one year after the date of grant and have a ten-year term. Holders are not entitled to receive dividends (if any) prior to vesting and exercise of the options.

held on June 5, 2024. In connection with the Reverse Stock Split, every 100 shares of the common stock issued and outstanding were converted into one share of the Company’s common stock. The following table presents a summary of awards activity related to our current Equity Incentive Plan and reflects the Reverse Stock Split for all periods presented:


	Restricted Stock Awards			Restricted Stock Units			Performance Share Units
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Balance, May 3, 2025	81,720	$	—	61,993	$	12.39	1,636,950	$	9.55
Granted	—	$	9.79	143,202	$	8.38	10,000	$	7.85
Vested	(81,720)	$	9.79	(1,197)	$	336.79	(374,766)	$	7.62
Forfeited	—	$	—	—	$	—	(86,720)	$	9.55
Balance, May 2, 2026	—	$	—	203,998	$	8.80	1,185,464	$	9.53

•On March 12, 2026, BNED granted 10,000 PSUs to employees that include both a service condition and a market condition in order for PSUs to vest. The PSUs vest upon our Common Stock achieving a specified price per share (measured using a 100-day average volume weighted average price ("VWAP") for each of three tranches), and continued employment through a specified date. There is a period of seven years from the grant date in order to achieve the specific target share price. BNED has determined the grant date fair value using the Monte Carlo simulation model and compensation expense is recognized ratably over the derived service period regardless of whether the market condition is satisfied. The fair value models for the PSUs use assumptions that include the risk-free interest rate and expected volatility. The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected PSU term. Volatility is based on the historical volatility of the Company’s Common Stock over a period of time corresponding to the expected PSU term.


March 12, 2026	PSU Tranche #1			PSU Tranche #2			PSU Tranche #3
Performance Milestone (VWAP)	$	10.00		$	15.00		$	20.00
Valuation method utilized	Monte Carlo			Monte Carlo			Monte Carlo
Risk-free interest rate	3.96		%	3.96		%	3.96		%
Company volatility	122.83		%	122.83		%	122.83		%
Derived service period	0.45 years			0.90 years			1.21 years
Grant date fair value per award	$	7.94		$	7.85		$	7.77


March 12, 2026	PSU Tranche #1			PSU Tranche #2			PSU Tranche #3
Performance Milestone (VWAP)	$	10.00		$	15.00		$	20.00
Valuation method utilized	Monte Carlo			Monte Carlo			Monte Carlo
Risk-free interest rate	3.98		%	3.98		%	3.98		%
Company volatility	121.72		%	121.70		%	121.70		%
Derived service period	0.45 years			0.91 years			1.23 years
Grant date fair value per award	$	7.94		$	7.85		$	7.77


	Stock Options
	Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Exercise Price
Balance, May 3, 2025	3,818	$	261.35	$	552.07
Granted	—	$	—	$	—
Exercised	—	$	—	$	—
Forfeited	—	$	—	$	—
Expired	—	$	—	$	—
Balance, May 2, 2026	3,818	$	261.35	$	552.07
Exercisable, May 2, 2026	3,612	$	268.05	$	562.69



	52 weeks ended		53 weeks ended
	May 2, 2026		May 3, 2025
Stock-based awards
Restricted stock expense	$	333	$	667
Restricted stock units expense	278		604
Performance share units expense (a)	5,545		4,913
Stock option expense(b)	58		(798)
Sub-total stock-based awards:	$	6,214	$	5,386
Cash settled awards
Phantom share units expense	$	—	$	(4)
Total compensation expense for long-term incentive awards	$	6,214	$	5,382