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NYSE: BNED Barnes & Noble Education, Inc. 8-K

Barnes & Noble Education reports $75M–$77M FY26 EBITDA, initiates $0.08 quarterly dividend

Filed June 24, 2026 · Period ending June 24, 2026 · ~1 min read

5 key changes 3 high relevance 5 sections

Key Changes

  • high

    FY26 adjusted EBITDA of $75M–$77M (up 26–30% YoY) and net income of $15M–$18M vs. $65.8M loss prior year; debt reduced $32M to $71M. FY27 EBITDA guidance $85M–$92M.

    Item 2.02 — Results of Operations and Financial Condition verify on EDGAR →
  • high

    Board declared inaugural quarterly dividend of $0.08 per share, payable July 30, 2026 to shareholders of record July 16, 2026.

    Item 8.01 — Other Events verify on EDGAR →
  • high

    First Day program revenue grew 27–28% YoY to $754M–$760M, now 44% of total revenue. Program expanded to 232 locations serving 1.4M students, with 415 stores (64%) still unconverted.

    Item 2.02 — Results of Operations and Financial Condition verify on EDGAR →
  • medium

    2026 annual meeting moved to September 24, 2026, more than six months later than the March 2025 meeting date. Stockholder proposal deadline reset to July 4, 2026.

    Item 8.01 — Other Events verify on EDGAR →
  • low

    Virtual Investor Day scheduled June 25, 2026 at NYSE to present strategy, growth drivers, and financial outlook.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →

Summary

Barnes & Noble Education disclosed strong preliminary FY26 results and initiated its first quarterly dividend, marking a turnaround from years of losses. Adjusted EBITDA expected to reach $75M–$77M (up 26–30% year-over-year) and the company swung to net income of $15M–$18M from a $65.8M loss in FY25. Total debt fell $32M to $71M.

The Board declared an $0.08 per share quarterly dividend payable July 30, 2026, with management indicating it will evaluate additional shareholder returns as performance improves. The results reflect rapid adoption of the company's First Day program, which provides students equitable access to course materials. First Day revenue grew 27–28% to $754M–$760M and now represents 44% of total sales.

The program has expanded to 232 campus locations serving 1.4 million students, with 415 stores (64% of the physical footprint) still available for conversion. Survey data showed 86% of First Day students report being better prepared for the term and 69% report improved grades. For FY27, management guided to $85M–$92M in adjusted EBITDA, representing roughly 16% growth at the midpoint, and expects further net income improvement alongside continued debt reduction. The company also moved its 2026 annual meeting to September from the traditional March timing.

Section-by-Section Diff

Event · Exhibit 99.2

5 Added
Added FY26 preliminary results and FY27 guidance high

Added in current filing · view on EDGAR → · paraphrased

REVENUE $1.50B $1.54B $1.57B $1.61B $1.71B–$1.72B FY22 FY23 FY24 FY25 FY26 * Preliminary unaudited financials * 5-year revenue CAGR: 3.4% FIRST DAY® PROGRAM REVENUE $473.9M $593.8M $754M–$760M FY24 FY25 FY26 * Preliminary unaudited financials * ~26% CAGR ADJ. EBITDA CONT. OPS. -$10.3M -$8.1M $36.7M $59.4M $75M–$77M FY22 FY23 FY24 FY25 FY26 * Preliminary unaudited financials * SG&A $354.0M $357.6M $311.6M $283.8M $290M–$300M FY22 FY23 FY24 FY25 FY26 * Preliminary unaudited financials * ~23.6% ~23.2% ~19.8% ~17.6% ~17.2% ~640 BPS Total inventory $326.5M $353.3M $372.4M $326.0M $315M–$325M FY22 FY23 FY24 FY25 FY26 * Preliminary unaudited financials * Total debt $225.7M $182.2M $196.3M $103.1M $71.0M FY22 FY23 FY24 FY25 FY26 $85M–$92M FY27 ADJUSTED EBITDA:

BNED disclosed preliminary FY26 results showing revenue of $1.71B–$1.72B, adjusted EBITDA of $75M–$77M, and total debt reduced to $71.0M. First Day program revenue reached $754M–$760M, representing approximately 44% of total revenue. The company also provided FY27 adjusted EBITDA guidance of $85M–$92M, representing approximately 16% growth at the midpoint. SG&A improved to approximately 17.2% of revenue, inventory declined to $315M–$325M, and total debt decreased by $155M since FY22.

Added Inaugural quarterly dividend high

Added in current filing · view on EDGAR →

Return capital to shareholders • Board recently declared an initial quarterly dividend of $0.08 per common share. Record date: July 16, 2026; payable date: July 30, 2026

The Board declared an inaugural quarterly dividend of $0.08 per common share, with a record date of July 16, 2026 and payable date of July 30, 2026. The company indicated it will evaluate additional opportunities to enhance shareholder returns as financial performance and balance sheet strength continue to improve.

Added First Day Complete program expansion high

Added in current filing · view on EDGAR →

111 117 158 161 184 192 224 232 259545,410 580,726 801,887 803,486 924,052 957,317 1,141,041 1,250,585 1,397,306 0 50 100 150 200 250 300 - 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000 Fall 2022 Spring 2023 Fall 2023 Spring 2024 Fall 2024 Spring 2025 Fall 2025 Spring 2026 Fall 2026 (projected) FDC ENROLLMENT & STORE COUNT BY TERM Total Stores Total Enrollment ... 232 Current FDC locations 647 Current BNED physical store locations 415 Remaining opportunity 36% Current FDC adoption 64% Remaining opportunity

BNED's First Day Complete program has grown to 232 locations serving approximately 1.4 million students as of Fall 2026, representing 36% penetration of the company's 647 physical store footprint. The company highlighted that more than 400 locations remain outside the FDC model, representing substantial growth opportunity. FDC conversions typically double average course material sales and drive 5% to 10% annual participation growth.

Added Student outcomes and satisfaction data medium

Added in current filing · view on EDGAR → · paraphrased

STUDENT OUTCOMES • 86% report being better prepared for the academic term • 82% report a positive impact on academic success • 69% report improved grades Source: BNED Insights, First Day Complete Student Success Survey, Spring 2026 (n=9,277) of BNED students rated the bookstore GOOD, VERY GOOD or EXCELLENT

BNED disclosed survey results showing that 86% of First Day Complete students report being better prepared for the academic term, 82% report a positive impact on academic success, and 69% report improved grades. The data is based on a Spring 2026 survey of 9,277 students and supports the company's value proposition around improving student outcomes through affordable access programs.

Added Capital allocation framework medium

Added in current filing · view on EDGAR → · paraphrased

CAPITAL ALLOCATION FRAMEWORK OBJECTIVE: Maximize long-term shareholder value through disciplined capital deployment, balance sheet strength and strategic investment in growth. Invest in business growth opportunities • Drive continued penetration of First Day® Complete • Leverage relationships with institutions to launch new initiatives, such as Room Service and bundled offerings • Boost our partner and campus support capabilities 1 Enhance core operations • Invest in AI-first capabilities across organization • Centralize physical purchasing to drive inventory efficiencies • Upgrade financial and other core software operating platforms 2 Further strengthen balance sheet • Increase liquidity and flexibility • Drive improved credit terms to lower interest expense • Expand balance sheet capacity 3 Return capital to shareholders • Board recently declared an initial quarterly dividend of $0.08 per common share. Record date: July 16, 2026; payable date: July 30, 2026 • As financial performance and balance sheet strength continue to improve, we will evaluate additional opportunities to enhance shareholder returns 4

BNED outlined a four-pillar capital allocation framework focused on: (1) investing in First Day Complete penetration and new initiatives like Room Service, (2) enhancing core operations through AI capabilities and centralized purchasing, (3) strengthening the balance sheet through increased liquidity and improved credit terms, and (4) returning capital to shareholders through the inaugural dividend with potential for additional returns as performance improves.

Event · Exhibit 99.1

BNED disclosed preliminary FY2026 results showing $15-18M net income, 26-30% Adjusted EBITDA growth, 27-28% First Day revenue increase, and initiated $0.08 quarterly dividend.

4 Added
Added FY2026 preliminary net income and Adjusted EBITDA high

Added in current filing · view on EDGAR →

Full-year fiscal 2026 net income is expected to be in the range of $15.0 to $18.0 million, compared to a net loss of $(65.8) million in the prior year. The improvement reflects strong operating performance and growth in BNC First Day® programs, as well as the absence of the $55.2 million loss on the extinguishment of debt recorded in fiscal 2025. Adjusted EBITDA for fiscal 2026 is expected to be in the range of $75.0 to $77.0 million, compared to $59.4 million for fiscal 2025, representing an increase of approximately 26% to 30%.

Adjusted EBITDA is projected at $75-77 million, up 26-30% year-over-year. The improvement is driven by strong operating performance, growth in the BNC First Day program, and the absence of a $55.2 million debt extinguishment loss that occurred in the prior year.

Added BNC First Day program revenue growth high

Added in current filing · view on EDGAR →

Revenues from BNC First Day® programs are expected to increase by $160.3 to $166.3 million, or 27.0% to 28.0%, year-over-year, as First Day® Complete continues to see strong growth in institutional adoption.

The company's BNC First Day program, which provides equitable access to course materials, is expected to generate revenue growth of $160.3-166.3 million, representing a 27-28% increase over the prior year. This growth is attributed to strong institutional adoption of the First Day Complete offering.

Added Debt reduction and balance sheet improvement high

Added in current filing · view on EDGAR →

Total debt at year-end is expected to be $71.0 million compared to $103.1 million on May 3, 2025. After subtracting $8.4 million of cash on hand, total net debt is expected to be $62.6 million, representing a $31.4 million, or approximately 33% year-over-year decrease.

The company expects to reduce total debt from $103.1 million to $71.0 million by fiscal year-end. Net debt (after cash) is projected at $62.6 million, representing a $31.4 million or approximately 33% reduction year-over-year. This demonstrates significant balance sheet improvement and deleveraging.

Added FY2027 outlook medium

Added in current filing · view on EDGAR →

Looking ahead to fiscal 2027, Barnes & Noble Education expects continued growth in revenues and is focused on driving operating leverage with disciplined expense management. The Company is targeting Adjusted EBITDA in the range of $85 to $92 million and further significant improvements in net income profitability. The Company also sees opportunities to drive better capital efficiency, which should contribute to additional reductions in debt and interest expense. The Company anticipates approximately $20 million in capital expenditures and should be a normal cash taxpayer.

For fiscal 2027, the company projects Adjusted EBITDA of $85-92 million (up from the FY2026 range of $75-77 million) and further net income improvements. The company expects to continue reducing debt and interest expense through improved capital efficiency, with approximately $20 million in planned capital expenditures.

Event · Item 8.01 — Other Events

~1,800 words

BNED declared its first quarterly dividend of $0.08/share and moved its 2026 annual meeting to September from March.

2 Added
Added First quarterly dividend declared high

Added in current filing · verify on EDGAR →

On June 24, 2026, the Board of Directors of the Company (the “Board”) approved its first quarterly dividend in the amount of $0.08 per share, payable, subject to any prior revocation, on July 30, 2026 to stockholders of record on July 16, 2026.

Barnes & Noble Education declared its first quarterly dividend of $0.08 per share, payable July 30, 2026 to shareholders of record as of July 16, 2026. This follows the company's March 10, 2026 announcement of its intention to begin regular quarterly dividends starting in fiscal 2027. Future dividends remain subject to board approval and compliance with credit agreement restrictions.

Added Annual meeting date change medium

Added in current filing · verify on EDGAR →

The Board has established Thursday, September 24, 2026, as the date of the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), to be held at 10:00 a.m., Eastern Time. As the date of the 2026 Annual Meeting has advanced by more than 30 days from the anniversary date of the Company’s 2025 annual meeting of stockholders, held on March 10, 2026 (the “2025 Annual Meeting”), in accordance with Rule 14a-5(f) under the Exchange Act, the Company is informing its stockholders of such change.

The company moved its 2026 annual meeting to September 24, 2026, more than six months later than the March 10, 2026 date of the prior year's meeting. This timing shift advances the meeting by more than 30 days from the anniversary date, triggering disclosure requirements under SEC rules. The record date for voting is July 30, 2026, and stockholder proposal deadlines have been reset to July 4, 2026.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

1 Added
Show 1 minor / wording change
Added Investor Day announcement low

Added in current filing · verify on EDGAR →

the Company will host a virtual Investor Day on Thursday, June 25, 2026, broadcast live from the New York Stock Exchange. The live webcast will begin at 10:00 a.m. Eastern Time and is expected to conclude at 12:00 p.m. Eastern Time. During the event, the Company's leadership team will present an overview of the Company’s strategy, key growth drivers, and financial outlook, including the Company’s focus on improving affordability and outcomes for students, expanding its First Day® programs, and enhancing its omnichannel campus retail model to better serve institutional partners and customers.

Barnes & Noble Education will hold a virtual Investor Day on June 25, 2026, from 10:00 a.m. to 12:00 p.m. Eastern Time, broadcast from the NYSE. Management will discuss the company's strategic priorities including student affordability initiatives, expansion of First Day programs (a course materials access model), and improvements to its omnichannel campus retail operations. This is a routine disclosure of an investor relations event with no immediate financial impact.

Event · Item 2.02 — Results of Operations and Financial Condition

~65 words

Barnes & Noble Education announced preliminary unaudited financial results for fiscal year ended May 2, 2026.

1 Added
Added FY2026 preliminary results medium

Added in current filing · verify on EDGAR →

On June 24, 2026, Barnes & Noble Education, Inc. (the “Company”) issued a press release announcing its preliminary, unaudited financial results for the fiscal year ended May 2, 2026

The company disclosed preliminary, unaudited financial results for its fiscal year ended May 2, 2026. The 8-K references a press release (Exhibit 99.1) containing the actual figures, but the body text does not provide specific revenue, earnings, or other financial metrics.

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