(3)    Discontinued Operations

On July 6, 2026 (the "Closing Date"), Skillsoft completed the sale (the “Transaction”) of all of the issued and outstanding limited liability company interests of Global Knowledge Training LLC, a Delaware limited liability company (“GK LLC”, and together with GK’s direct and indirect subsidiaries, the “Transferred GK Companies”), pursuant to and upon the terms and subject to the conditions set forth in the previously-disclosed Sale and Purchase Agreement, dated May 20, 2026 (the “SPA”), by and between GK Holdings, Inc, a Delaware corporation and wholly-owned subsidiary of Skillsoft Corp. (“Seller”) and EHJob GP LLC, a Delaware limited liability company and affiliate of Enduring Ventures (“Purchaser”). The Transferred GK Companies operate Skillsoft’s former Global Knowledge business, which provides instructor-led training delivered both in-person and virtually.

Pursuant to the SPA, Purchaser acquired Skillsoft's Global Knowledge business for consideration comprised of: (i) initial consideration of $5.4 million (after the application of agreed adjustments based on the estimated working capital (including cash) and indebtedness of the Transferred GK Companies immediately prior to the Closing Date), which amount is subject to final adjustment in accordance with procedures set forth in the SPA; and (ii) commencing nine months after the Closing Date, deferred consideration of $10.0 million, less approximately $2.0 million related to long-term employee liabilities, payable in five equal quarterly installments, subject to certain offset rights.

The initial consideration was funded through a note issued by GK LLC to the Seller (the "Seller Note"), which bears interest at a market rate and is secured by certain assets of the Transferred GK Companies, including cash and accounts receivable. Of the $5.4 million principal amount of the Seller Note, approximately $3.4 million was due and payable on July 31, 2026, and the remaining $2.0 million is due and payable on October 31, 2026. The Purchaser did not make the $3.4 million payment due to the Seller on July 31, 2026. As of September 1, 2026, the Purchaser had paid $0.5 million of such amount and has advised the Seller that it expects to pay the full remaining outstanding balance of the Seller Note, including the unpaid amount, by October 31, 2026. The Seller continues to engage with the Purchaser regarding the timing of repayment. As of the date of the Interim Financial Statements, the Seller has not accelerated the Seller Note or exercised other remedies available to it as a result of the missed payment.

The Purchaser's obligation to pay the deferred consideration is guaranteed by GK LLC and secured by the intellectual property rights of the Transferred GK Companies.

In the event of a sale, merger, recapitalization or similar transaction involving all or a material portion of the shares or assets of the Transferred GK Companies on or before the third anniversary of the Closing Date, the Purchaser is obligated to pay the Seller 30% of the net sales proceeds or distributed sales proceeds received in such transaction.

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 disposition represented a strategic shift 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 unaudited 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 unaudited condensed consolidated balance sheet as of  April 30, 2026. Immediately prior to such classification, elements of the disposal group were evaluated for impairment under applicable models, which resulted in an $8.7 million non-cash pre-tax total impairment of GK goodwill. 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 upon classification as held for sale, which resulted in a loss of $6.9 million as of April 30, 2026.

Upon completion of the sale during the three months ended July 31, 2026, we recognized an additional $22.4 million loss on sale, resulting primarily from: (i) a $20.1 million loss on disposal related to the release of the cumulative foreign currency translation adjustment ("CTA") associated with the GK disposal group upon consummation of the sale, and (ii) $2.3 million related to final adjustments to the sales price that resulted from changes in working capital and consideration. Related to the former, because it had not been determined that the sale would result in a disposal (or liquidation) of the foreign entities subject to a CTA, the CTA was not included in the measurement of the loss at the held-for-sale date as of April 30, 2026. At the close of the sale, the legal entities themselves were transferred to the buyers, therefore the CTA was reclassified into earnings.

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 only through the July 6, 2026 closing date (in thousands):

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

Following the consummation of the sale on July 6, 2026, Skillsoft continues to have limited involvement with the GK business through a transition services agreement that provides for transitional services customary for transactions of this type through January 6, 2027. We do not expect the services provided under the transition services agreement to be significant to our consolidated financial position, results of operations or cash flows.