NOTE 9. PARTICIPATION INTEREST PURCHASE AGREEMENT

During fiscal year 2026, Barnes & Noble Education was party to a Participation Interest Purchase Agreement (the “Participation Agreement”) with Jefferies Leveraged Credit Products LLC (“Jefferies”), under which Jefferies had paid Barnes & Noble Education $12.6 million in exchange for a participation interest in proceeds from a specified litigation claim related to the Visa and Mastercard interchange litigation (the “Interchange Litigation”). The Participation Agreement was non-recourse to Barnes & Noble Education, and Jefferies' entitlement to payment was limited to litigation proceeds, if any.

In February 2026, the Interchange Litigation was resolved through settlement, and all proceeds attributable to the Barnes & Noble Education's claims were distributed directly to Jefferies and its assignees. Barnes & Noble Education received no cash proceeds. The related deferred income balance of $12.6 million was recognized in earnings during the fourth quarter of fiscal year 2026 within Other income (expense), net, and the Barnes & Noble Education's obligations under the Agreement were fully discharged. No balance remains as of July 31, 2026, and there was no activity related to this arrangement during the current period.