v3.26.1
RELATED-PARTY TRANSACTIONS
12 Months Ended
Apr. 30, 2026
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS

TopLids LendCo, LLC

In December 2020, Barnes & Noble Education entered into the F/L Relationship to execute a merchandising agreement with Fanatics and Lids which included a strategic equity investment in Barnes & Noble Education by Fanatics, Inc. and Lids Holdings, Inc., jointly as TopLids LendCo, LLC (“TopLids”). On June 7, 2022, Barnes & Noble Education entered into a Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC (see discussion below). On June 10, 2024, Barnes & Noble Education completed the Transactions, including the Rights Offering, the Private Investment, the Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage Barnes & Noble Education’s Consolidated Balance Sheet. TopLids ceased to be a related party during the fourth quarter of fiscal 2025. Total commission revenue from the F/L Relationship was $104.0 million for the period from June 10, 2024 to April 30, 2025. Total receivables from Fanatics was $1.2 million as of April 30, 2025.

VitalSource Technologies, Inc.

On June 7, 2022, Barnes & Noble Education entered into a Term Loan Credit Agreement with TopLids LendCo, LLC (see discussion above) and Vital Fundco, LLC (a subsidiary of Vital Technologies, Inc. (“VitalSource”)). Barnes & Noble Education has contracted with VitalSource to provide digitally formatted courseware, from all major publishers. On June 10, 2024, Barnes & Noble Education completed the Transactions, including the Rights Offering, the Private Investment, the Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage Barnes & Noble Education’s Consolidated Balance Sheet. VitalSource owns more than 5% of BNED Common Stock outstanding following the closing of the Transactions. Total purchases from VitalSource were $573.4 million and $398.6 million for the fiscal years ended April 30, 2026 and 2025, respectively. Total accounts payable to VitalSource was $21.5 million and $38.5 million as of April 30, 2026 and 2025, respectively.