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PARTICIPATION INTEREST PURCHASE AGREEMENT
12 Months Ended
Apr. 30, 2026
Participation Interest Purchase Agreement [Abstract]  
PARTICIPATION INTEREST PURCHASE AGREEMENT

15. PARTICIPATION INTEREST PURCHASE AGREEMENT

Participation Interest Purchase Agreement

During April 2025, Barnes & Noble Education entered into a Participation Interest Purchase Agreement (the “Participation Agreement”) with Jefferies Leveraged Credit Products LLC (“Jefferies”), under which Jefferies paid Barnes & Noble Education $12.6 million in exchange for a participation interest in the proceeds of a specified litigation claim related to the Visa and Mastercard interchange litigation. The Participation Agreement was non-recourse to Barnes & Noble Education with respect to financial risk; Jefferies' entitlement to payment was limited to proceeds, if any, received from the litigation.

During the fiscal quarter ended October 31, 2025, Barnes & Noble Education early adopted ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, using the modified retrospective transition method. Upon adoption, the Participation Agreement qualified for the operations and activities scope exception under ASC 815 and no longer met the definition of a derivative. As a result, the previously recognized derivative liability of $12.6 million was reclassified to deferred income as of the first day of fiscal year 2026. No cumulative-effect adjustment to retained earnings was required, as the fair value of the derivative liability at adoption equaled the initial transaction price of $12.6 million and no mark-to-market adjustments had been recognized in any prior period.

During February 2026, the Visa and Mastercard interchange litigation was resolved through a settlement among the plaintiffs and the Visa and Mastercard defendants. Pursuant to the terms of the Participation Agreement, all proceeds attributable to Barnes

& Noble Education’s claims were distributed directly to Jefferies and its assignees, net of legal fees and expenses. Barnes & Noble Education received no cash proceeds from the settlement. Upon resolution of the litigation and distribution of proceeds, Barnes & Noble Education’s obligations under the Participation Agreement were fully discharged.

As a result of the settlement, the deferred income balance of $12.6 million was recognized in earnings during the fiscal year ended April 30, 2026, and is presented within “Other income (expense)” on the Consolidated Statements of Operations. As of April 30, 2026, no deferred income balance remains on the Consolidated Balance Sheet related to the Participation Agreement.