UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3130, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38960

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

Delaware

83-4388331

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Address of principal executive offices) (Zip Code)

Tel: (603) 324-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	SKIL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of ~~December~~June 54, ~~2025~~2026 was 8,~~758~~967,~~515~~529.

Table of Contents

SKILLSOFT CORP.

FORM 10-Q

FOR THE QUARTER ENDED ~~October~~April 3130, ~~2025~~2026

TABLE OF CONTENTS

	PAGE NO.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements:	2
Unaudited Condensed Consolidated Balance Sheets as of October 31, 2025 and January 31, 2025	2
Unaudited Condensed Consolidated Balance Sheets as of April 30, 2026 and January 31, 2026	2
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended October 31, 2025 and 2024	3
Unaudited Condensed Consolidated Statements of Operations for the three months ended April 30, 2026 and 2025	3
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended October 31, 2025 and 2024	4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended April 30, 2026 and 2025	4
Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the three and nine months ended October 31, 2025 and 2024	5
Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the three months ended April 30, 2026 and 2025	5
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2025 and 2024	7
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2026 and 2025	6
Notes to Unaudited Condensed Consolidated Financial Statements	98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920
Item 3. Quantitative and Qualitative Disclosures about Market Risk	2829
Item 4. Controls and Procedures	2829
PART II — OTHER INFORMATION	2930
Item 1. Legal Proceedings	2930
Item 1A. Risk Factors	2930
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2930
Item 3. Defaults Upon Senior Securities	2930
Item 4. Mine Safety Disclosures	2930
Item 5. Other Information	2930
Item 6. Exhibits	2931
SIGNATURES	3032

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CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include, but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including statements with respect to our outlook, our product development and planning, our pipeline, future capital expenditures and capital allocation, future share repurchases, anticipated financial results, the impact of regulatory changes, our current and evolving business strategies, including with respect to acquisitions and dispositions, statements related to our planned disposition of our Global Knowledge business, including the anticipated timing and impact thereof, and potential additional restructuring actions in connection therewith, demand for our services, our competitive position, the benefits of new initiatives, growth of our business and operations, the effectiveness of our products, the outcomes of litigation proceedings and claims, the state and future of skilling in the workplace, our ability to successfully implement our plans, strategies, and objectives, our ability to regain and/or maintain compliance with New York Stock Exchange listing standards, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may,”, “will,”, “would,”, “anticipate,”, “believe,”, “estimate,”, “expect,”, “intend,”, “plan,”, “contemplate,”, “continue,”, “project,”, “forecast,”, “seek,”, “outlook,”, “target,”, “goal,”, “objective,”, “potential,”, “possible,”, “~~probably,~~probable”, or similar expressions, employ such future or conditional verbs as “may,”, “might,”, “will,”, “could,”, “should,”, or “would,”, or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on these forward-looking statements.

Factors, many of which are beyond our control, that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II - Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10‑K for the fiscal year ended January 31, ~~2025~~2026 (the “~~2025~~ 2026 Form 10-K”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the ~~2025~~2026 Form 10-K, this Form 10-Q and in our other periodic filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements contained in this Form 10-Q represent our estimates only as of the date of this filing and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements in the future, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements, or otherwise, except as required by law. You are advised, however, to review any further factors and risks we describe in reports we file from time to time with the SEC after the date of this Form 10-Q.

Although we believe ~~that~~ the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

All forward-looking statements contained herein are expressly qualified in their entirety by the foregoing cautionary statements.

INDUSTRY AND MARKET DATA

Within this Form 10-Q, we reference information and statistics regarding market share, industry data and our market position. Certain of this information has been obtained from various independent third-party sources, including independent industry publications, news reports, reports by market research firms and other independent sources. We believe that these external sources and estimates are reliable but have not independently verified them. In addition, certain of this information and statistics are based on our own internal surveys and assessments, which are developed in good faith using reasonable estimates. The information is based on the most current data available to us, and our estimates regarding market position or other industry statistics included in this document or otherwise discussed by us involve risks and uncertainties and are subject to change based on various factors, including as set forth above.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except number of shares and per share amounts)

	October 31, 2025			January 31, 2025
	April 30, 2026			January 31, 2026
ASSETS
Current assets:
Cash and cash equivalents	$	74115,~~569~~562		$	~~100~~94,~~766~~123
Restricted cash		2,~~967~~811			2,~~571~~805
Accounts receivable, net of allowance for credit losses of approximately $376 and $501 as of October 31, 2025 and January 31, 2025, respectively		103,907			178,989
Accounts receivable, net of allowance for credit losses of approximately $366 and $382 as of April 30, 2026 and January 31, 2026, respectively		77,313			154,811
Prepaid expenses and other current assets		4938,~~213~~176			5034,~~527~~876
Total current assets		230,656			332,853
Assets held for sale		53,148			81,279
Goodwill		296,300			317,071
Total current assets		287,010			367,894
Intangible assets, net		346,745			427,221
Goodwill		287,650			287,650
Other assets		23,881			28,924
Intangible assets, net		258,654			285,138
Total assets	$	897,582		$	1,106,069
Other assets		19,697			22,436
Total assets	$	853,011		$	963,118
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt	$	6,404		$	6,404
Borrowings under accounts receivable facility		1,000			1,000
Accounts payable		209,~~920~~056			1315,~~458~~170
Accrued compensation		2822,~~546~~336			4737,~~803~~280
Accrued expenses and other current liabilities		1914,~~769~~587			2617,~~022~~934
Deferred revenue		~~196~~221,~~355~~299			~~282~~257,~~295~~331
Total current liabilities		272,994			376,982
Liabilities associated with assets held for sale		39,229			41,822
Long-term debt		570,181			573,267
Total current liabilities		313,911			376,941
Deferred tax liabilities		37,390			42,039
Long-term debt		568,163			570,769
Deferred revenue - non-current		820			1,656
Deferred tax liabilities		34,712			33,849
Other long-term liabilities		12,209			18,279
Deferred revenue - non-current		1,117			1,117
Total long-term liabilities		620,600			635,241
Other long-term liabilities		7,923			10,669
Total long-term liabilities		611,915			616,404
Commitments and contingencies
Shareholders’ equity (deficit):
Shareholders’ common stock - Class A common shares, $0.0001 par value: 18,750,000 shares authorized and 9,051,822 shares issued and 8,752,045 shares outstanding as of October 31, 2025, and 8,616,633 shares issued and 8,316,856 shares outstanding as of January 31, 2025		1			1
Shareholders’ common stock - Class A common shares, $0.0001 par value per share: 18,750,000 shares authorized and 9,135,428 shares issued and 8,835,651 shares outstanding as of April 30, 2026, and 9,095,922 shares issued and 8,796,145 shares outstanding as of January 31, 2026		1			1
Additional paid-in capital		1,~~575~~578,~~259~~986			1,~~565~~576,~~040~~794
Accumulated (deficit)		(1,~~546~~626,~~502~~324	)		(1,~~443~~583,~~386~~210	)
Treasury stock, at cost - 299,777 shares as of October 31, 2025 and January 31, 2025		(10,891	)		(10,891	)
Treasury stock, at cost - 299,777 shares as of April 30, 2026 and January 31, 2026		(10,891	)		(10,891	)
Accumulated other comprehensive income (loss)		(1314,~~879~~587	)		(1612,~~918~~921	)
Total shareholders’ equity (deficit)		3(72,~~988~~815	)		93(30,~~846~~227	)
Total liabilities and shareholders’ equity (deficit)	$	~~897~~853,~~582~~011		$	1963,~~106,069~~118

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except number of shares and per share amounts)

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2025			2024			2025			2024
	2026			2025
Revenues:
Total revenues	$	~~128~~94,~~998~~498		$	~~137~~99,~~225~~148		$	~~382,021~~		$	~~397,241~~
Operating expenses:
Costs of revenues		3515,~~279~~889			3416,~~312~~516			~~100,415~~			~~101,254~~
Content and software development		13,789			14,937			42,208			45,436
Content and software development expenses		13,052			13,324
Selling and marketing		36,078			39,615			115,278			122,591
Selling and marketing expenses		26,960			29,748
General and administrative		21,175			21,686			63,594			66,390
General and administrative expenses		15,994			19,182
Amortization of intangible assets		3229,~~068~~561			3130,~~826~~106			~~95,120~~			~~95,197~~
Impairment of goodwill		20,771			—			20,771			—
Acquisition and integration related costs		—			523
Acquisition and integration related costs		17			931			1,327			3,349
Restructuring charges		1,341			1,016
Restructuring		4,150			3,095			7,653			15,361
Total operating expenses		102,797			110,415
Total operating expenses		163,327			146,402			446,366			449,578
Operating income (loss)		(8,299	)		(11,267	)
Operating income (loss)		(34,329	)		(9,177	)		(64,345	)		(52,337	)
Other income (expense), net		2,606			(917	)
Other income (expense), net		(1	)		(538	)		(2,508	)		1,261
Fair value adjustment of interest rate swaps		1,245			(4,256	)
Fair value adjustment of interest rate swaps		(1,478	)		(822	)		(3,606	)		418
Interest income		545			468
Interest income		487			924			1,470			2,897
Interest expense		(13,748	)		(14,396	)
Interest expense		(14,757	)		(15,845	)		(44,115	)		(48,538	)
Income (loss) before provision for (benefit from) income taxes		(17,651	)		(30,368	)
Income (loss) before provision for (benefit from) income taxes		(50,078	)		(25,458	)		(113,104	)		(96,299	)
Provision for (benefit from) income taxes		1,044			(741	)
Provision for (benefit from) income taxes		(8,799	)		(1,859	)		(9,988	)		(5,498	)
Income (loss) from continuing operations		(18,695	)		(29,627	)
Net income (loss)	$	(41,279	)	$	(23,599	)	$	(103,116	)	$	(90,801	)
Income (loss) from discontinued operations, net of income taxes		(24,419	)		(8,422	)
Net income (loss) per share:
Net income (loss)	$	(43,114	)	$	(38,049	)
Basic and diluted	$	(4.74	)	$	(2.86	)	$	(12.08	)	$	(11.11	)
Per basic and diluted share:
Weighted average common share outstanding:
Income (loss) from continued operations	$	(2.12	)	$	(3.56	)
Basic and diluted		8,708,893			8,239,564			8,536,207			8,170,344
Income (loss) from discontinued operations		(2.77	)		(1.01	)
Net income (loss)	$	(4.89	)	$	(4.57	)
Weighted average common share outstanding:
Basic and diluted		8,811,277			8,324,864

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2025			2024			2025			2024
	2026			2025
Comprehensive income (loss):
Net income (loss)	$	(4143,~~279~~114	)	$	(2338,~~599~~049	)	$	~~(103,116~~	)	$	~~(90,801~~	)
Foreign currency adjustment, net of tax		93(1,666	)		~~(25~~2,973	)		~~3,039~~			~~(2,848~~	)
Total comprehensive income (loss)	$	(4144,~~186~~780	)	$	(2335,~~624~~076	)	$	~~(100,077~~	)	$	~~(93,649~~	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands, except number of shares)

																		Accumulated			Total
	Class A Common Shares								Additional			Accumulated						Other			Shareholders'
	Number			In			Common		Paid-in			Equity			Treasury			Comprehensive			Equity
	of Shares			Treasury			Stock		Capital			(Deficit)			Stock			Income (Loss)			(Deficit)
Balance January 31, 2025		8,616,633			(299,777	)	$	1	$	1,565,040		$	(1,443,386	)	$	(10,891	)	$	(16,918	)	$	93,846
Balance January 31, 2026		9,095,922			(299,777	)	$	1	$	1,576,794		$	(1,583,210	)	$	(10,891	)	$	(12,921	)	$	(30,227	)
Stock-based compensation		—			—			—		42,~~231~~306			—			—			—			42,~~231~~306
Common stock issued		3760,~~520~~227			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(220,~~212~~721	)		—			—		(~~352~~114	)		—			—			—			(~~352~~114	)
Translation adjustment		—			—			—		—			—			—			2(1,~~973~~666	)		2(1,~~973~~666	)
Net income (loss)		—			—			—		—			(3843,~~049~~114	)		—			—			(3843,~~049~~114	)
Balance April 30, 2025		8,651,941			(299,777	)		1		1,568,919			(1,481,435	)		(10,891	)		(13,945	)		62,649
Balance April 30, 2026		9,135,428			(299,777	)	$	1	$	1,578,986		$	(1,626,324	)	$	(10,891	)	$	(14,587	)	$	(72,815	)
Stock-based compensation		—			—			—		6,598			—			—			—			6,598
Common stock issued		455,264			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(134,645	)		—			—		(2,979	)		—			—			—			(2,979	)
Translation adjustment		—			—			—		—			—			—			(27	)		(27	)
Net income (loss)		—			—			—		—			(23,788	)		—			—			(23,788	)
Balance July 31, 2025		8,972,560			(299,777	)	$	1	$	1,572,538		$	(1,505,223	)	$	(10,891	)	$	(13,972	)	$	42,453
Stock-based compensation		—			—			—		2,581			—			—			—			2,581
Common stock issued		102,483			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(23,221	)		—			—		140			—			—			—			140
Repurchase of common stock		—			—			—		—			—			—			—			—
Translation adjustment		—			—			—		—			—			—			93			93
Net income (loss)		—			—			—		—			(41,279	)		—			—			(41,279	)
Balance October 31, 2025		9,051,822			(299,777	)	$	1	$	1,575,259		$	(1,546,502	)	$	(10,891	)	$	(13,879	)	$	3,988

																		*Accumulated*			*Total*
	*Class A Common Shares*								*Additional*			*Accumulated*						*Other*			*Shareholders'*
	*Number*			In			*Common*		*Paid-in*			*Equity*			*Treasury*			*Comprehensive*			*Equity*
	*of shares*			*Treasury*			*Stock*		*Capital*			*(Deficit)*			*Stock*			*Income (Loss)*			*(Deficit)*
Balance January 31, 2025		8,616,633			(299,777	)	$	1	$	1,565,040		$	(1,443,386	)	$	(10,891	)	$	(16,918	)	$	93,846
Stock-based compensation		—			—			—		4,231			—			—			—			4,231
Common stock issued		37,520			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(2,212	)		—			—		(352	)		—			—			—			(352	)
Translation adjustment		—			—			—		—			—			—			2,973			2,973
Net income (loss)		—			—			—		—			(38,049	)		—			—			(38,049	)
Balance April 30, 2025		8,651,941			(299,777	)	$	1	$	1,568,919		$	(1,481,435	)	$	(10,891	)	$	(13,945	)	$	62,649

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) - continued

(in thousands, except number of shares)

																		Accumulated			Total
	Class A Common Shares								Additional			Accumulated						Other			Shareholders'
	Number			In			Common		Paid-in			Equity			Treasury			Comprehensive			Equity
	of shares			Treasury			Stock		Capital			(Deficit)			Stock			Income (Loss)			(Deficit)
Balance January 31, 2024		8,380,436			(299,777	)	$	1	$	1,551,005		$	(1,321,478	)	$	(10,891	)	$	(13,050	)	$	205,587
Stock-based compensation		—			—			—		7,153			—			—			—			7,153
Common stock issued		20,596			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(6,934	)					—		(82	)		—			—			—			(82	)
Translation adjustment		—			—			—		—			—			—			(2,887	)		(2,887	)
Net income (loss)		—			—			—		—			(27,636	)		—			—			(27,636	)
Balance April 30, 2024		8,394,098			(299,777	)		1		1,558,076			(1,349,114	)		(10,891	)		(15,937	)		182,135
Stock-based compensation		—			—			—		(814	)		—			—			—			(814	)
Common stock issued		158,368			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(47,637	)		—			—		(397	)		—			—			—			(397	)
Translation adjustment		—			—			—		—			—			—			64			64
Net income (loss)		—			—			—		—			(39,566	)		—			—			(39,566	)
Balance July 31, 2024		8,504,829			(299,777	)		1		1,556,865			(1,388,680	)		(10,891	)		(15,873	)		141,422
Stock-based compensation		—			—			—		3,255			—			—			—			3,255
Common stock issued		112,496			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(40,642	)		—			—		(573	)		—			—			—			(573	)
Repurchase of common stock		—			—			—		—			—			—			—			—
Translation adjustment		—			—			—		—			—			—			(25	)		(25	)
Net income (loss)		—			—			—		—			(23,599	)		—			—			(23,599	)
Balance October 31, 2024		8,576,683			(299,777	)	$	1	$	1,559,547		$	(1,412,279	)	$	(10,891	)	$	(15,898	)	$	120,480

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended October 31,
	Three Months Ended April 30,
	2025			2024
	2026			2025
Cash flows from operating activities:
Net income (loss)	$	(~~103~~43,~~116~~114	)	$	(9038,~~801~~049	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization expense of intangible assets		95,120			95,197
Amortization expense for intangible assets		30,866			31,608
Stock-based compensation expense		112,~~287~~842			94,~~985~~081
Depreciation expense		~~1,363~~452			~~2,404~~447
Impairment of goodwill		20,771			—
Loss on disposal and impairment of goodwill related to disposal group		15,603			—
Non-cash interest expense		~~1,717~~596			~~1,628~~566
Non-cash operating lease right-of-use asset expense		~~1,197~~404			~~1,749~~408
Non-cash property, equipment, software and operating right-of-use asset impairment charges		5			2,495
Provision for credit loss expense (recovery)		(16	)		(232	)
Provision for credit loss expense (recovery)		(125	)		(4	)
Fair value adjustment of interest rate swaps		(1,245	)		4,256
Fair value adjustment of interest rate swaps		3,606			(418	)
Unrealized foreign currency (gain) loss		(179	)		—
Unrealized foreign currency (gain) loss		(1,042	)		(415	)
Provision for (benefit from) deferred income taxes – non-cash		1,385			(1,225	)
Provision for (benefit from) deferred income taxes – non-cash		(4,891	)		(8,080	)
Changes in assets and liabilities:
Changes in current assets and liabilities:
Accounts receivable		80,875			86,559
Accounts receivable		77,703			82,877
Prepaid expenses and other assets, including long-term		4,641			1,243
Prepaid expenses and other assets, including long-term		5,898			4,556
Accounts payable		(6,107	)		6,992
Accounts payable		7,225			6,693
Accrued expenses and other liabilities, including long-term		(21,289	)		(21,780	)
Accrued expenses and other liabilities, including long-term		(31,935	)		(16,206	)
Deferred revenue		(36,774	)		(43,576	)
Deferred revenue		(90,188	)		(79,446	)
Net cash provided by (used in) operating activities		28,940			31,298
Net cash provided by (used in) operating activities		(5,405	)		12,214
Cash flows from investing activities:
Purchase of property and equipment		(~~1,606~~425	)		(~~820~~515	)
Proceeds from sale of property and equipment		—			10
Internally developed software - capitalized costs		(3,076	)		(4,619	)
Internally developed software - capitalized costs		(13,033	)		(13,018	)
Net cash provided by (used in) investing activities		(3,501	)		(5,134	)
Net cash provided by (used in) investing activities		(14,639	)		(13,828	)
Cash flows from financing activities:
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(~~3,191~~114	)		(~~1,052~~352	)
Proceeds from (payments on) accounts receivable facility		—			(34,971	)
Principal payments on term loans		(3,202	)		(1,601	)
Principal payments on term loans		(4,803	)		(4,803	)
Net cash provided by (used in) financing activities		(3,316	)		(1,953	)
Net cash provided by (used in) financing activities		(7,994	)		(40,826	)
Effect of exchange rate changes on cash and cash equivalents		(356	)		3,384
Effect of exchange rate changes on cash and cash equivalents		2,237			(2,281	)
Net increase (decrease) in cash, cash equivalents and restricted cash		21,767			27,595
Net increase (decrease) in cash, cash equivalents and restricted cash		(25,801	)		(44,721	)
Cash, cash equivalents and restricted cash, beginning of period		104,478			103,337
Cash, cash equivalents and restricted cash, beginning of period		103,337			146,523
Cash, cash equivalents and restricted cash, end of period	$	126,245		$	130,932
Cash, cash equivalents and restricted cash, end of period	$	77,536		$	101,802
Supplemental disclosure of cash flow information:
Cash and cash equivalents	$	74,569		$	97,921
Cash and cash equivalents:
Restricted cash		2,967			3,881
Continuing operations	$	115,562		$	121,880
Cash, cash equivalents and restricted cash, end of period	$	77,536		$	101,802
Held for sale		7,015			5,961
	122,577			127,841
Restricted cash:
Continuing operations		2,811			2,091
Held for sale		857			1,000
	3,668			3,091
Cash, cash equivalents and restricted cash, end of period	$	126,245		$	130,932

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

(in thousands)

	Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024
	2026		2025
Supplemental disclosure of cash flow information and non-cash investing and financing activities:
Cash paid for interest	$	4113,~~795~~237	$	4813,~~362~~534
Cash paid (received) for income taxes, net of refunds		~~2,871~~681		~~2,399~~567

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Description of Business and Basis of Presentation

Description of Business

Skillsoft Corp. (together with its consolidated subsidiaries, “Skillsoft”, “we”, “us”, or “our”) is ~~empowers~~a ~~organizations~~global ~~and~~leader ~~learners~~in toskills ~~unlock~~management ~~their~~for ~~full~~the ~~potential~~human by+ ~~delivering~~artificial ~~personalized~~intelligence (“AI”) era. The AI-native Skillsoft platform gives a clear view of workforce capability, ~~interactive~~closes ~~learning~~critical ~~experiences~~skill gaps, and ~~enterprise~~proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready ~~solutions.~~teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Our Class A Common Stock, par value $0.0001 per share (“common stock”), has been listed on the New York Stock Exchange under the ticker symbol “SKIL” since June 14, 2021. WeSkillsoft ~~have~~previously had two operating and reportable segments: Talent Development Solutions (“TDS”) and Global Knowledge (“GK”). As ~~previously~~On April ~~disclosed~~30, ~~changes~~2026, ~~were~~we ~~made~~committed to a plan to sell the ~~determination~~business of ~~TDS~~ our GK segment, ~~(formerly~~and ~~known~~determined asthat such business met the ~~Content~~criteria &to ~~Platform~~be ~~segment)~~classified ~~results~~as inheld ~~the~~for ~~fourth~~sale ~~quarter~~and ofas ~~the~~discontinued ~~fiscal~~operations. ~~year~~As ~~ended January~~a 31result, ~~2025~~our toTDS ~~increase~~segment ~~transparency~~is our only remaining operating and ~~improve~~reportable segment. ~~comparability~~Accordingly, tothe ~~peers.~~historical ~~All~~results ~~prior~~of ~~period~~our ~~comparatives~~former GK segment are presented as discontinued operations, and, as such, have been ~~recast~~excluded tofrom ~~conform~~continuing tooperations ~~the~~and ~~current~~segment ~~presentation.~~results ~~Information~~for ~~about~~all ~~our~~periods ~~segments~~presented isherein. ~~described~~See in Note 123 “~~Segment~~Discontinued ~~Information~~Operations and Assets Held for Sale” for additional information.

References in the accompanying footnotes to Skillsoft’s fiscal year refer to the fiscal year ended January 31 of that year (e.g., fiscal ~~2025~~2026 is the fiscal year ended January 31, ~~2025~~2026).

Principles of Consolidation and Basis of Financial Statement Preparation

The accompanying unaudited condensed consolidated financial statements (the "Interim Financial Statements") include the accounts of Skillsoft Corp. and its subsidiaries, all of which are wholly owned. Any subsidiaries that are formed or acquired during the year are consolidated from their respective dates of formation or acquisition. We prepared the Interim Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim reporting, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The Interim Financial Statements, in the opinion of management, reflect all normal and recurring adjustments necessary to fairly present our financial position, operating results and cash flows for the periods presented. All material intercompany transactions and balances have been eliminated in consolidation.

Interim results are not necessarily indicative of results expected for any other interim period or a full fiscal year. The Interim Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes thereto (“~~2025~~ 2026 AFS”) included in our Annual Report on Form 10-K for fiscal ~~2025~~ 2026 (“~~2025~~ 2026 Form 10-K”).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures with respect to contingent assets and liabilities at the dates of ~~the~~such financial statements and the reported amounts of revenues and expenses during the reported periods. We base our judgments, estimates and assumptions on current facts, historical experience and various other factors that we believe are reasonable under the circumstances. The economic environment also impacts certain estimates and discount rates necessary to prepare our consolidated financial statements, including significant estimates and discount rates applicable to the determination of the fair values used in the impairment testing of our nonfinancial assets. Our assessment of these factors forms the basis for our judgments on the carrying values of our assets and liabilities, and the accrual of our costs and expenses. Actual results could differ materially from our estimates. We review our estimates and underlying assumptions on an ongoing basis and make revisions as determined necessary by management. Revisions are recognized in the period in which the estimates are revised and may also impact subsequent periods.

(2) Summary of Significant Accounting Policies

~~The~~Except as set forth below, the Interim Financial Statements have been prepared on a basis consistent with the accounting policies described in Note 2 “Summary of Significant Accounting Policies” to the ~~2025~~2026 AFS and should be read in connection therewith.

~~Recently~~Assets ~~Adopted~~Held ~~Accounting~~for ~~Guidance~~Sale and Discontinued Operations

~~In November~~Assets ~~2023~~and related liabilities of a qualifying business are classified as held for sale when the following conditions are met: (i) management has committed to a plan to sell the net assets, (ii) the ~~Financial~~net ~~Accounting~~assets ~~Standards~~are ~~Board~~available for immediate sale, (~~“FASB”~~iii) ~~issued~~there ~~Accounting~~is ~~Standards~~an ~~Update~~ active program to locate a buyer, (~~“ASU”~~iv) ~~2023-09~~ the sale and transfer of the net assets is probable within one year, ~~Improvements~~(v) the net assets are being actively marketed for sale at a price that is reasonable in relation to ~~Income~~ ~~Tax~~the ~~Disclosures~~current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the net assets. Assets and related liabilities which ~~requires~~have ~~additional~~been ~~information~~ classified as held for sale are excluded from the net assets and liabilities of continuing operations in the ~~rate~~period ~~reconciliation~~in ~~table~~which the held for sale criteria was met. A component of a business is classified as a discontinued operation when its disposal represents a strategic shift that has or will have a major effect on our operations and ~~additional~~financial ~~disclosures~~results. ~~about~~The results of discontinued operations are reported in income (loss) from discontinued operations, net of income taxes ~~paid.~~in Wethe ~~adopted~~condensed ~~this~~consolidated ~~guidance~~statements ~~effective February~~of 1,operations ~~2025~~for all current and prior periods presented. The ~~impact~~results of ~~our~~discontinued ~~adoption~~operations ofinclude ~~this~~direct ~~guidance will~~costs beattributable ~~reflected~~to the divested business and any gain or loss recognized in ~~our~~connection ~~fiscal~~with ~~2026~~the ~~Form~~sale, 10or adjustment of the carrying amount to fair value less cost to sell while being held for sale, and excludes any indirect cost allocation associated with any shared-K.service Weor docorporate functions not ~~expect~~solely dedicated to the ~~adoption~~divested business. Adjustments to ~~have~~discontinued operations subsequent to the completion of a ~~material~~transaction ~~impact~~or disposition are generally attributable to ~~our consolidated~~contingencies ~~financial~~and ~~statements,~~indemnifications ~~but~~directly itrelated ~~will~~to ~~result~~the indisposal transaction, operations of the ~~presentation~~discontinued operations, or settlement of ~~more~~obligations ~~detailed~~directly ~~income~~related ~~tax~~to ~~disclosures~~the disposal.

Assets and liabilities of discontinued operations, including those that meet the held-for-sale criteria, are presented separately in the condensed consolidated balance sheets. Upon classification as held for sale, assets are measured at the lower of carrying amount or fair value less cost to sell, and depreciation and amortization cease. Any impairment losses or subsequent measurement adjustments are recognized in the results of discontinued operations in the period in which they are identified.

Recently Issued Accounting Guidance

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. We will adopt this guidance effective February 1, 2027. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. We are evaluating the impact ~~that~~ this ASU will have on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other – Internal-Use Software (Topic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and requires capitalization of software costs when both of the following occur: (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We expect to adopt this guidance effective February 1, 2028. We may apply the guidance prospectively, retrospectively, or via a modified prospective transition method. We are evaluating the impact ~~that~~ this ASU will have on our consolidated financial statements.

We believe that other recently issued accounting standards will either not have a material impact on our consolidated financial statements or will not apply to our operations.

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(3) Discontinued Operations and Assets Held for Sale

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 planned disposition represents a strategic shift that is 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 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 condensed consolidated balance sheet as of April 30, 2026. Immediately prior to such classification, elements of the disposal group were evaluated for impairment under their respective models, which resulted in an $8.7 million non-cash pre-tax total impairment of GK goodwill. Upon classification as held for sale, 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, resulting in a an aggregate $6.9 million non-cash valuation allowance impairment charge to reduce: (i) definite-lived intangible assets by $6.2 million; and (ii) property and equipment and other long-lived assets by $0.7 million. As previously disclosed, on May 20, 2026, we entered into an agreement (the “Sale Agreement”) with an affiliate of Enduring Ventures (the “Buyer”), pursuant to which the Buyer has agreed to purchase our GK business for specified consideration. The sale is subject to customary closing conditions, including regulatory approvals.

The estimated fair value of the disposal group less costs to sell involves judgment, including consideration of: (i) the disposal structure and expected consideration to be received; (ii) observable and unobservable inputs relevant to the underlying assets; (iii) market participant assumptions; and (iv) costs directly attributable to the disposal. Skillsoft considered available information in estimating the fair value of the disposal group less costs to sell, including the timing and probability of expected cash flows and discount rates derived from observable market data for applicable instruments with similar durations, as well as information received during our sale process, which was well underway during the quarter ended April 30, 2026. The fair value measurement is classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs, including projected future proceeds, probability assumptions, and discount rates used to determine fair value less costs to sell. The non-cash valuation allowance impairment charge was allocated to the assets of the disposal group in accordance with ASC 360-10, Impairment and Disposal of Long-Lived Assets. Any future changes in estimated fair value less cost to sell may result in additional impairment gains or losses; however, impairment charges recognized for goodwill are not reversible. In addition, significant increases or decreases in the estimated probability of future qualifying transactions, expected proceeds or discount rates could result in a materially higher or lower fair value measurement.

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):

	*April 30, 2026*		*January 31, 2026*
Cash and cash equivalents	$	7,015	$	6,693
Restricted cash		857		857
Accounts receivable, net of allowance for credit losses		16,037		20,152
Goodwill		-		8,650
Intangible assets, net		15,185		22,893
Prepaid expenses and other assets		14,054		22,034
Total assets held for sale	$	53,148	$	81,279

Accounts payable	$	6,084	$	6,139
Accrued compensation		5,158		5,738
Deferred revenue		15,885		17,544
Deferred tax liabilities		599		84
Accrued expenses and other liabilities		11,503		12,317
Total liabilities associated with assets held for sale	$	39,229	$	41,822

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The following presents the results of operations of the discontinued operations for the periods presented (~~3) Intangible~~in ~~Assets~~thousands):

	*Three Months Ended April 30,*
	*2026*			*2025*
Total revenues	$	24,490		$	25,053
Operating expenses:
Costs of revenues		16,792			15,731
Content and software development		430			778
Selling and marketing		6,674			9,861
General and administrative		3,430			3,770
Amortization of intangible assets		1,305			1,502
Loss on disposal and impairment of goodwill related to disposal group		15,603			-
Restructuring charges		3,018			330
Total operating expenses		47,252			31,972
Operating income (loss)		(22,762	)		(6,919	)
Other income (expense), net		(1,352	)		(1,529	)
Interest income		7			(5	)
Income (loss) before provision for (benefit from) income taxes		(24,107	)		(8,453	)
Provision for (benefit from) income taxes		312			(31	)
Income (loss) from discontinued operations, net of income taxes	$	(24,419	)	$	(8,422	)

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

We expect to complete the sale of the GK business within one year, subject to customary closing conditions, including regulatory approval. Skillsoft expects to have continuing involvement with the business after consummation of the sale, consisting of a customary transition services agreement for transactions of this type, which is not expected to be significant.

(4) Intangible Assets

Intangible assets consisted of the following (in thousands, except for remaining life):

	October 31, 2025								January 31, 2025
	April 30, 2026								January 31, 2026
	Weighted Average Remaining Life (in years)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life (in years)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed software/courseware		12.83	$	~~378~~384,~~142~~787	$	~~295~~334,~~529~~209	$	8250,~~613~~579		21.09	$	~~365~~381,~~108~~712	$	~~238~~314,~~941~~716	$	~~126~~66,~~167~~996
Customer contracts/relationships		87.05		~~269~~234,~~066~~600		~~125~~124,~~950~~915		~~143~~109,~~116~~685		87.65		~~267~~234,~~286~~600		96117,~~777~~832		~~170~~116,~~509~~768
Trademarks and trade names		109.87		5244,~~868~~000		1312,~~586~~146		3931,~~282~~854		1110.53		5244,~~378~~000		1011,~~161~~217		4232,~~217~~783
Publishing rights		0.61		41,100		3640,~~054~~164		~~5,046~~936		10.4		41,100		2938,~~889~~109		112,~~211~~991
Backlog		0.2		49,700		49,557		143		0.9		49,700		49,128		572
Skillsoft trademark		Indefinite		65,600		—		65,600		Indefinite		65,600		—		65,600
Skillsoft trademark		Indefinite		76,545		—		76,545		Indefinite		76,545		—		76,545
Total intangible assets			$	770,087	$	511,434	$	258,654			$	767,012	$	481,874	$	285,138
Total intangible assets			$	867,421	$	520,676	$	346,745			$	852,117	$	424,896	$	427,221

Amortization expense related to our existing finite-lived intangible assets is expected to be as follows (in thousands) for the fiscal years ended January 31:

	Amortization Expense
2026 (three months remaining)	$	32,134
2027 (nine months remaining)	$	50,268
2027		83,496
2028		40,043
2028		42,748
2029		29,055
2029		31,084
2030		22,079
2030		23,952
2031		16,729
Thereafter		5634,~~786~~880
Total future amortization	$	~~270~~193,~~200~~054

Amortization expense related to intangible assets in the aggregate was $3229.16 million and $9530.1 million for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025,~~2026 ~~respectively,~~ and ~~$31.8 million and $95.2 million for the three and nine months ended~~ ~~October~~April 3130, ~~2024~~2025, respectively.

Our goodwill as of the dates indicated is as follows (in thousands):

								Impairment
								For the Nine
	As of October 31, 2025							Months Ended			As of January 31, 2025
	Gross		Accumulated			Net		October 31,			Gross		Accumulated			Net
	Goodwill		Impairment			Goodwill		2025			Goodwill		Impairment			Goodwill
TDS	$	986,055	$	(698,405	)	$	287,650	$	—		$	986,055	$	(698,405	)	$	287,650
GK		114,115		(105,465	)		8,650		(20,771	)		114,115		(84,694	)		29,421
Total	$	1,100,170	$	(803,870	)	$	296,300	$	(20,771	)	$	1,100,170	$	(783,099	)	$	317,071

Intangible Asset Impairment Review Requirements and Assumption Uncertainty

Skillsoft monitors adverse events, conditions or changes in circumstances that indicate impairment of the definite-lived (amortizable) intangible assets of each of our reporting units. When such events, conditions or changes in circumstances occur, we assess the recoverability of the assets by comparing the undiscounted future cash flows attributable to the intangible assets to their carrying amount. If the undiscounted future cash flows are less than the carrying amount, an impairment charge based on the excess of the carrying amount over the fair value of the assets, is recorded. Fair value is estimated using income- and market-based valuation techniques that require significant judgment regarding future cash flows, discount rates, and market participant assumptions. Because these estimates are inherently uncertain, actual results may differ from the assumptions used in the analysis, which could materially affect the determination of fair value in future periods.

Skillsoft evaluates impairment for indefinite-lived intangible assets, including goodwill, on an annual impairment test date ( January 1) or more frequently if there are indicators of impairment. In connection with the goodwill and indefinite-lived intangible assets impairment evaluation, Skillsoft may first consider qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not (i.e., a likelihood of more than 50%) that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If Skillsoft determines that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, or elects to bypass this qualitative assessment, a comparison of the carrying value of the reporting unit or indefinite-lived intangible asset to its fair value is completed. If the carrying value exceeds the fair value, an impairment loss equal to the difference (for goodwill, not to exceed the amount of goodwill allocated to the reporting unit) is recorded.

The fair value of our reporting units is determined using a weighted average valuation model using the income approach (discounted cash flow approach) and the market approach. The income approach requires management to make certain assumptions based upon information available at the time the valuations are performed. Actual results could differ materially from these assumptions. Management endeavors to use assumptions that are reflective of what a market participant would have used in calculating fair value considering the current economic conditions. This process was followed during our annual impairment test of intangible assets as of January 1, 2025 and during the third quarter of fiscal 2026 for the GK reporting unit as discussed below.

The fair value of our indefinite-lived trademark intangible (our only indefinite-lived intangible asset other than goodwill) is determined using an income approach referred to as the relief-from-royalty method. The relief-from-royalty method requires management to estimate the portion of our earnings attributable to this trademark based on a royalty rate we would have paid for the use of the asset if we did not own it. The determination of fair value involves significant estimates and assumptions, including projected revenue growth rates, the royalty savings rate, and the discount rate applied to future cash flows, which are forward-looking and could be affected by future economic and market conditions. This process was followed during our annual impairment test as of January 1, 2025.

In determining reporting units, Skillsoft first identifies its operating segments and then assesses whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results.

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~~Impairment~~Our ~~for~~goodwill ~~Third~~as ~~Quarter~~ of ~~Fiscal~~the ~~2026~~dates indicated is as follows (in thousands):

During the third quarter of fiscal 2026, we identified triggering events requiring the testing for impairment of our GK reporting unit primarily attributable to the impact of industry macroeconomic uncertainty, the industry shift to integrated learning experience, as well as a continued decline in public sector business that contributed to lower enrollment. As a result of the foregoing, we lowered our expectations for the GK reporting unit’s revenue and estimated future cash flows. As of October 1, 2025, the estimated undiscounted future cash flows attributable to the amortizable intangibles of the GK reporting unit were determined to be greater than the carrying values, therefore management concluded that there was no impairment of identifiable intangibles during the third quarter of fiscal 2026.

								*Impairment*
								*For the Three*
	*As of April 30, 2026*							*Months Ended*		*As of January 31, 2026*
	*Gross*		*Accumulated*			*Net*		*April 30,*		*Gross*		*Accumulated*			*Net*
	*Goodwill*		*Impairment*			*Goodwill*		*2026*		*Goodwill*		*Impairment*			*Goodwill*
TDS	$	986,055	$	(698,405	)	$	287,650	$	—	$	986,055	$	(698,405	)	$	287,650

~~Management next estimated the fair value of the GK reporting unit as of October 1, 2025, using the income approach discussed in~~ Intangible Asset Impairment Review Requirements and Assumption Uncertainty above. Management did not use the market approach in the weighting of the fair value of the GK reporting unit given its low profitability. For the reasons described above, the estimated future cash flows of this reporting unit declined, and when applied to the impairment analysis resulted in a lower fair value of the GK reporting unit. As a result, management determined to record a $20.8 million non-cash goodwill impairment for the GK reporting unit for the three months ended October 31, 2025. This impairment charge is included under "impairment of goodwill" on the unaudited condensed consolidated statements of operations. After the impairment charge, $8.7 million goodwill associated with the GK reporting unit remains. The key assumptions used in the discounted cash flow analysis included projected revenue growth, expected market share at maturity, long-term operating margin levels, and the discount rate.

WeRefer ~~did~~to ~~not~~Note ~~identify~~4 ~~any~~“Intangible ~~interim~~Assets” ~~triggering~~to ~~events~~the ~~during~~2026 AFS for information regarding impairment review requirements and assumption uncertainty. This process was completed for the ~~third~~three ~~quarter~~months ofended April ~~fiscal~~30, 2026, inand ~~connection~~we ~~with~~concluded ~~either~~that there were no impairment indicators related to the intangible assets of our continuing operations (our TDS reporting unit). orFor ~~our~~information ~~indefinite~~regarding goodwill, intangible assets and long-lived ~~trademark~~asset ~~intangible.~~impairments associated with our discontinued operations (our former GK reporting unit), see Note 3, "Discontinued Operations and Assets Held for Sale".

(45) Taxes

For the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026, we recorded a tax ~~benefit~~expense of $81.80 million ~~and~~ ~~$10.0 million, respectively,~~ on a pretax loss of $5017.17 million ~~and $113~~.~~1 million, respectively.~~ For the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025, we recorded a tax benefit of $10.97 million ~~and $5.5 million, respectively,~~ on a pretax loss of $2530.54 million. For ~~and~~the three months ended April 30, ~~$96.3~~2026, the expense reflects changes in annual withholding tax obligations, ~~million~~undistributed earnings, other ~~respectively~~non-deductible items, and our valuation allowances. For ~~each~~the ~~period~~three months ended April 30, 2025, the tax benefit reflects the effect of non-deductible items, foreign rate differentials, changes in unremitted earnings, changes in uncertain tax positions, and changes in the valuation allowance on our deferred tax assets.

~~On July 4, 2025, the President signed into law significant federal tax legislation, H.R.1~~ (~~the “Tax Reform Act of 2025” commonly referred to as the One Big Beautiful Bill Act (“OBBBA”~~6)). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to the following: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Restructuring

In connection with Skillsoft's ~~has~~activities ~~reflected~~with respect to the ~~impact~~planned sale of its GK business, the ~~OBBBA's~~implementation ~~elective~~of ~~tax~~our ~~items~~comprehensive inresource ~~its~~reallocation ~~Interim~~plan, ~~Financial~~and ~~Statements.~~our Weworkplace ~~will~~flexibility ~~continue~~policy, we continued to ~~monitor~~execute ~~guidance~~initiatives ~~issued~~aimed byat ~~the~~reducing Ucosts and aligning our operating expenses with current economic conditions and our evolving operating model.S. ~~Department~~These ofinitiatives ~~the~~were ~~Treasury,~~intended ~~the~~to ~~Internal~~enhance ~~Revenue~~operating ~~Service~~efficiency, competitiveness, and ~~other~~overall ~~regulatory~~profitability, ~~bodies~~ and ~~will~~included ~~incorporate~~workforce ~~any~~reductions ~~updates~~and ~~into~~facility ~~our estimates~~closures ~~as appropriate~~and consolidations.

~~(5) Restructuring~~Our restructuring charges are presented separately in the accompanying unaudited condensed consolidated statements of operations. Our restructuring charges recognized during the three months ended April 30, 2026 were primarily associated with professional fees in connection with our sale efforts relating to the GK business, employee termination costs, and contract termination costs. Our restructuring charges, recognized during the three months ended April 30, 2025 were substantially all related to employee termination costs.

In connection with strategic initiatives implemented during fiscal 2025, Skillsoft’s management approved and initiated plans to reduce its cost structure and better align operating expenses with existing economic conditions and our operating model. These strategic initiatives included the comprehensive resource reallocation plan announced on July 11, 2024.

The following is a summary of restructuring charges by segment for the periods presented (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
TDS	$	3,375	$	1,645	$	6,004	$	11,659
GK		775		1,450		1,649		3,702
Total	$	4,150	$	3,095	$	7,653	$	15,361

These restructuring charges are presented separately in the accompanying unaudited condensed consolidated statements of operations. Our restructuring charges recognized during the three and nine months ended October 31, 2025 were primarily associated with the costs of terminated employees. Our restructuring charges recognized during the three and nine months ended October 31, 2024 were primarily associated with the costs of terminated employees, as well as lease terminations and lease impairment charges.

The restructuring charge liability activity consisted of the following for the period presented (in thousands):

	Nine Months Ended
	Three Months Ended
	October 31, 2025
	April 30, 2026
Restructuring liability as of beginning-of-period	$	27,~~436~~590
Restructuring expense during-the-period		71,~~653~~341
Cash paid during-the-period		(73,~~955~~784	)
Restructuring liability as of end-of-period	$	2,134
Restructuring liability as of end-of-period (1)	$	5,147

~~Management~~(1) ~~has~~As ~~completed~~of ~~the~~April ~~majority~~30, 2026, $2.7 million of ~~planned~~this ~~restructuring~~amount ~~actions~~was asincluded ~~of October~~in 31“accrued compensation”, ~~2025;~~$1.2 ~~however,~~million weof ~~will~~this ~~continue~~amount towas ~~evaluate~~included ~~our cost~~in ~~structure~~“accrued expenses and ~~operating~~other ~~model~~current toliabilities”, ~~align~~and ~~operating~~$1.2 ~~expenses~~million ~~with~~of ~~existing~~this ~~economic~~amount ~~conditions,~~was ~~which~~included ~~could~~in ~~result~~“other inlong-term ~~further~~liabilities” ~~restructuring~~on ~~actions~~the condensed consolidated balance sheets.

~~(6) Commitments~~Management continues to implement planned restructuring actions with respect to the planned sale of its GK business. We will continue to evaluate our cost structure and ~~Contingencies~~operating model to align operating expenses with existing economic conditions, which could result in further restructuring actions.

Litigation

Skillsoft is, from time to time, party to general legal proceedings and claims, which arise in the ordinary course of business including those relating to commercial and contractual disputes, employment matters, intellectual property, and other business matters. When appropriate, management consults with legal counsel and other appropriate experts to assess claims. If, in management’s opinion, we have incurred a probable loss as determined in accordance with GAAP, an estimate is made of the loss, and the appropriate accrual is reflected in our consolidated financial statements. Currently, there are no material amounts accrued. While it is not possible to quantify the financial impact or predict the outcome of these pending claims and litigation, management does not anticipate that the outcome of any such current proceedings or known claims, either individually or in aggregate, will materially affect Skillsoft’s financial position, results of operations or cash flows.

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(7) Commitments and Contingencies

Litigation

Skillsoft is, from time to time, party to general legal proceedings and claims, which arise in the ordinary course of business including those relating to commercial and contractual disputes, employment matters, intellectual property, and other business matters. When appropriate, management consults with legal counsel and other appropriate experts to assess claims. If, in management’s opinion, we have incurred a probable loss as determined in accordance with GAAP, an estimate is made of the loss, and the appropriate accrual is reflected in our consolidated financial statements. Currently, there are no material amounts accrued. While it is not possible to quantify the financial impact or predict the outcome of pending claims and litigation, management does not anticipate that the outcome of any such current proceedings or known claims, either individually or in aggregate, will materially affect Skillsoft’s financial position, results of operations or cash flows.

There are no material proceedings to which any director, officer or affiliate of Skillsoft, any owner of record or beneficially of more than five percent of our common stock, or any associate of any of the foregoing is a party adverse to Skillsoft or any of its subsidiaries or has a material interest adverse to Skillsoft or any of its subsidiaries.

Warranties and Indemnities

Skillsoft’s software license arrangements and hosting services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and substantially in accordance with our product documentation under normal use and circumstances. Our arrangements also include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights. We have entered into service level agreements with some of our hosted application customers warrantying certain levels of uptime reliability and such agreements permit those customers to receive credits against monthly hosting fees or terminate their agreements in the event that Skillsoft fails to meet those levels for an agreed upon period of time.

To date, Skillsoft has not incurred any material costs as a result of such indemnifications or commitments and has not accrued any liabilities related to such obligations in the Interim Financial Statements.

(78) Long-Term Debt

Debt consisted of the following (in thousands):

	October 31, 2025			January 31, 2025
	April 30, 2026			January 31, 2026
Term Loans - current portion	$	6,404		$	6,404
Current maturities of long-term debt	$	6,404		$	6,404
Term Loans - long-term portion	$	~~576~~573,~~989~~788		$	~~581~~576,~~793~~990
Original issue discount - long-term portion		(43,~~412~~646	)		(54,~~527~~032	)
Deferred financing costs - long-term portion		(21,~~396~~979	)		(2,~~999~~189	)
Long-term debt	$	~~570~~568,~~181~~163		$	~~573~~570,~~267~~769

On July 16, 2021, a Skillsoft subsidiary, Skillsoft Finance II, Inc. (“Skillsoft Finance II”), entered into a Credit Agreement (the “Credit Agreement”), by and among Skillsoft Finance II, as borrower, another subsidiary - Skillsoft Finance I, Inc. (“Holdings”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a term loan in the original principal amount of $480 million. In connection with the closing of our Codecademy acquisition, Skillsoft Finance II entered into Amendment No. 1 to the Credit Agreement, dated as of April 4, 2022 (the “First Amendment”), among Skillsoft Finance II, Holdings, certain subsidiaries of Skillsoft Finance II, as guarantors, Citibank N.A., as administrative agent, and the financial institutions party thereto as Term ~~B-1 Lenders, which amended the Credit Agreement (as amended by the First Amendment, the “Amended Credit Agreement”), which provided additional Term B-1~~ Loans ~~in the original principal amount of $160 million.~~

~~Our~~On July ~~debt~~16, ~~outstanding~~2021, ~~under~~a Skillsoft subsidiary, Skillsoft Finance II, Inc. (“Skillsoft Finance II”), entered into a Credit Agreement (the ~~Amended~~“Credit Agreement”), by and among Skillsoft Finance II, as borrower, another subsidiary - Skillsoft Finance I, Inc. (“Holdings”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a term loan in the original principal amount of $480 million (the "Original Term Loan"). In connection with the closing of our Codecademy acquisition, Skillsoft Finance II entered into Amendment No. 1 to the Credit Agreement, dated as of ~~October~~April 314, ~~2025~~2022 ~~matures~~(the “First Amendment”), among Skillsoft Finance II, Holdings, certain subsidiaries of Skillsoft Finance II, as ~~shown~~guarantors, ~~below~~Citibank N.A., as administrative agent, and the financial institutions party thereto as Term B-1 Lenders, which amended the Credit Agreement (inas ~~thousands~~amended by the First Amendment, the “Amended Credit Agreement”):, which provided additional Term B-1 Loans in the original principal amount of $160 million. The Original Term Loan and the Term B-1 Loans were each drawn in full on their respective closing dates, and are scheduled to mature on July 16, 2028.

Future principal payments due for fiscal years ended January 31:
2026 (three months remaining)	$	—
2027		6,404
2028		8,005
2029		568,984
2030		—
Thereafter		—
Total payments		583,393
Current portion		(6,404	)
Unamortized original issue discount and issuance costs		(6,808	)
Long-term portion	$	570,181

Our debt outstanding under the Amended Credit Agreement as of April 30, 2026 matures as shown below (in thousands):

Future principal payments due for fiscal years ended January 31:
2027 (nine months remaining)	$	3,202
2028		8,005
2029		568,985
2030		—
2031		—
Thereafter		—
Total payments		580,192
Current portion		(6,404	)
Unamortized original issue discount and issuance costs		(5,625	)
Long-term portion	$	568,163

Accounts Receivable Facility

We also have access to up to $75.0 million of borrowings under our accounts receivable credit agreement (the “A/R Agreement”) with First Citizens Bank and Trust Company, pursuant to which certain of our accounts receivable are pledged as security for loans made by participating lenders.

The interest rate on borrowings outstanding under the A/R Agreement was 6.7528% on ~~October~~April 3130, ~~2025~~2026. As of ~~October~~April 3130, ~~2025~~2026, $1.0 million was drawn under the A/R agreement and is classified as “borrowings under accounts receivable facility” on the unaudited condensed consolidated balance sheet.

Refer to Note 1312 “Long-Term Debt” to the ~~2025~~2026 AFS for additional information regarding the Amended Credit Facility and the A/R Agreement.

(8) Shareholders’ Equity

Common Stock

As of October 31, 2025, Skillsoft’s authorized share capital consisted of 18,750,000 shares of common stock and 10,000,000 shares of preferred stock, with a par value $0.0001 each. As of such date, 9,051,822 shares of common stock were issued, including treasury shares, 8,752,045 shares of common stock were outstanding, and no shares of preferred stock were outstanding.

Subject to applicable law, Skillsoft may declare dividends to be paid ratably to holders of common stock out of our assets that are legally available to be distributed as dividends in the discretion of Skillsoft’s Board of Directors (“Board”).

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(9) Shareholders’ Equity

Common Stock

As of April 30, 2026, Skillsoft’s authorized share capital consisted of 18,750,000 shares of common stock and 10,000,000 shares of preferred stock, with a par value $0.0001 each. As of such date, 9,135,428 shares of common stock were issued, including treasury shares, and 8,835,651 shares were outstanding. As of April 30, 2026, Skillsoft had no shares of preferred stock outstanding.

Subject to applicable law, Skillsoft may declare dividends to be paid ratably to holders of common stock out of our assets that are legally available to be distributed as dividends in the discretion of Skillsoft’s Board of Directors (“Board”).

Warrants

Refer to Note 1615 “Warrants” to the ~~2025~~2026 AFS for information related to ~~our~~the equity and liability-classified warrants.

Share Repurchase Authorization

On July 10, 2024, ~~Skillsoft’s~~ the Board authorized Skillsoft to repurchase up to $10 million of its common stock. The share repurchase authorization ~~will~~terminates ~~terminate~~ on July 11, 2028 and does not obligate Skillsoft to purchase any minimum number of shares of common stock, and the authorization may be suspended, modified, or discontinued at any time without prior notice. As of ~~October~~April 3130, ~~2025~~2026, no common stock had been repurchased under the share repurchase authorization.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) associated with foreign currency translation adjustments consisted of the following (in thousands):

	Three Months Ended October 31,
	Three Months Ended April 30,
	2025								2024
	2026								2025
	Before Tax			Income Tax		Net			Before Tax			Income Tax		Net
Balance as of beginning-of-period	$	(1312,~~972~~921	)	$	—	$	(1312,~~972~~921	)	$	(1516,~~873~~918	)	$	—	$	(1516,~~873~~918	)
Translation adjustment		93(1,666	)		—		93(1,666	)		~~(25~~2,973	)		—		~~(25~~2,973	)
Balance as of end-of-period	$	(1314,~~879~~587	)	$	—	$	(1314,~~879~~587	)	$	(1513,~~898~~945	)	$	—	$	(1513,~~898~~945	)

	Nine Months Ended October 31,
	2025								2024
	Before Tax			Income Tax		Net			Before Tax			Income Tax		Net
Balance as of beginning-of-period	$	(16,918	)	$	—	$	(16,918	)	$	(13,050	)	$	—	$	(13,050	)
Translation adjustment		3,039			—		3,039			(2,848	)		—		(2,848	)
Balance as of end-of-period	$	(13,879	)	$	—	$	(13,879	)	$	(15,898	)	$	—	$	(15,898	)

(10) Stock-Based Compensation

(9) Stock-Based Compensation

Equity Incentive Plans

In June 2021, Skillsoft adopted the 2020 Omnibus Incentive Plan, which was amended on June 6, 2024 (as so amended, the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to employees, directors, and consultants of Skillsoft. Under the 2020 Plan, 655,295 shares were initially made available for issuance, increased by amendment to 2,908,333 shares, subject to annual increases (described below) and adjustment provisions already included in the 2020 Plan. The 2020 Plan ~~also~~ includes an annual increase on January 1 each year, through (and including) January 1, 2031, in an amount equal to 5.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. Our Talent and Compensation Committee may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares of common stock than provided for in the 2020 Plan (to date such discretion has not been exercised). As of ~~October~~ April 3130, ~~2025~~2026, a total of ~~496~~284,~~019~~535 shares of common stock remain available for issuance under the 2020 Plan.

In May 2024, Skillsoft adopted the Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan, amended as of June 5, 2025, to increase the number of shares authorized for issuance thereunder from 200,000 to a total of 400,000 (as so amended the “Inducement Plan”). The Inducement Plan provides for inducement grants of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to new hires, or individuals being rehired following a bona fide period of non-employment with us, in compliance with Section 303A.08 of the New York Stock Exchange Listed Company Manual. As of ~~October~~April 3130, ~~2025~~2026, a total of 206,250 shares of common stock remain available for issuance under the Inducement Plan.

Stock Options

Under the 2020 Plan, all employees are eligible to receive incentive ~~share~~stock options, and all employees, directors and consultants are eligible to receive non-statutory ~~share~~ stock options. The options generally vest over four years and have a term of ten years. Vested options under the plan generally expire not later than 90 days following termination of employment or service or twelve months following an optionee’s death or disability. The fair value of stock options is determined on the grant date and amortized over the vesting period on a straight-line basis.

The following summarizes stock option activity for the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026:

						Weighted -
				Weighted -		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic Value
	Shares			Price		Term (Years)		(in thousands)
Outstanding, January 31, 2025		30,750		$	215.00		6.4	$	—
Outstanding, January 31, 2026		8,100		$	215.00		5.4	$	—
Forfeited		—			—		—		—
Expired		~~(9,700~~—	)		~~215.00~~—		—		—
Outstanding, October 31, 2025		21,050			215.00		2.3		—
Outstanding, April 30, 2026		8,100			215.00		5.1		—
Vested and exercisable, October 31, 2025		21,050			215.00		2.3		—
Vested and exercisable, April 30, 2026		8,100			215.00		5.1		—

The stock option expense was fully recognized ~~during the~~in fiscal ~~quarter ended July 31, 2025~~2026.

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Time-Based Restricted Stock Units

Restricted stock units (“RSUs”) represent a right to receive one share of Skillsoft’s common stock that is both non-transferable and forfeitable unless and until certain conditions are satisfied. Other than RSUs currently granted to our non-employee directors, which vest upon the earlier of the first anniversary of the grant date and (as applicable) Skillsoft’s next annual meeting of stockholders, time-based RSUs generally vest ratably over a three or four-year period, subject to continued employment through each anniversary. The grant-date fair value of RSUs is ~~determined~~based on the closing market price of Skillsoft’s common stock on the grant date and is amortized over the vesting period on a straight-line basis.

The following summarizes time-based RSU activity for the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026:

				Weighted -		Aggregate
				Average Grant		Intrinsic Value
	Shares			Date Fair Value		(in thousands)
Unvested balance, January 31, 2025		1,390,273		$	24.15	$	41,708
Unvested balance, January 31, 2026		1,239,793		$	19.07	$	11,220
Granted		~~647~~667,~~123~~419			184.2754		—
Vested		(~~420~~57,~~115~~414	)		2918.7304		—
Forfeited		(~~331~~19,~~740~~438	)		2423.0159		—
Unvested balance, October 31, 2025 (1)		1,285,541			19.40		16,879
Unvested balance, April 30, 2026 (1)		1,830,360			13.76		14,130

(1) Includes 80,724 vested RSUs, where the shares due on settlement have been irrevocably deferred at the election of the recipients.

The total unrecognized stock-based compensation costs related to time-based RSUs was $192.12 million as of ~~October~~April 3130, ~~2025~~2026, which is expected to be recognized over a weighted-average period of 2.78 years.

Market-Based Restricted Stock Units

Market-based RSUs (“MBRSUs”) vest over a three-year or four-year performance period, subject to continued employment through each anniversary and achievement of market conditions (specified targets related to Skillsoft’s stock price and objective relative total shareholder return). The fair value of MBRSUs is estimated using the Monte Carlo valuation method. Compensation cost for these awards is recognized based on the grant date fair value which is recognized over the vesting period using the accelerated attribution method.

The following summarizes MBRSU activity for the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026:

				Weighted -		Aggregate
				Average Grant		Intrinsic Value
	Shares			Date Fair Value		(in thousands)
Unvested balance, January 31, 2025		105,923		$	62.21	$	3,178
Unvested balance, January 31, 2026		19,862		$	32.57	$	180
Granted		~~3,333~~—			120.9400		—
Vested		~~(30,875~~—	)		370.4200		—
Forfeited		(5713,~~229~~195	)		8342.7050		—
Unvested balance, October 31, 2025		21,152			32.49		278
Unvested balance, April 30, 2026		6,667			12.94		51

The total unrecognized stock-based compensation costs related to MBRSUs was less than $0.1 million as of ~~October~~April 3130, ~~2025~~2026, which is expected to be recognized over a weighted-average period of 0.76 years.

Performance-Based Restricted Stock Units

Performance-based RSUs (“PBRSUs”) vest once earned over aone or two-year ~~period~~periods, subject to continued employment through each grant date anniversary and achievement of specified corporate goals during aperformance ~~less~~periods ~~than~~ranging from one~~-year~~ ~~performance~~to three years. The grant-date fair value of PBRSUs is based on the closing market price of Skillsoft’s common stock on the grant date, and is recognized over the requisite service period when it becomes probable that the performance condition will be achieved. The expense and shares vested for our PBRSU awards depend on the achievement of specified results; the ultimate expense and number of shares vested can range from 0% to 200% of the target amount granted.

The following summarizes PBRSU activity for the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026:

				Weighted -		Aggregate
				Average Grant		Intrinsic Value
	Shares			Date Fair Value		(in thousands)
Unvested balance, January 31, 2025		51,250		$	17.12	$	1,538
Unvested balance, January 31, 2026		305,764		$	19.80	$	2,767
Granted (1)		~~327~~341,~~889~~500			194.9960		—
Vested		~~(10,468~~-	)		~~14.88~~—		—
Forfeited		~~(62,157~~-	)		~~18.49~~—		—
Unvested balance, October 31, 2025		306,514			19.80		4,025
Unvested balance, April 30, 2026		647,264			11.73		4,997

(1) Reflects the number of shares that would vest based on achieving the “Target” level of performance.

The total unrecognized stock-based compensation costs related to PBRSUs was $40.96 million as of ~~October~~April 3130, ~~2025~~2026, which is expected to be recognized over a weighted-average period of 2.35 years.

Liability-Classified Market-Based Awards

In the third quarter of fiscal 2025, we granted market-based awards to Ronald W. Hovsepian, initially intended to be settled in cash upon vesting, unless determined by the Board or a committee thereof to be settled in shares. These awards are eligible to be earned based on the volume-weighted average of our daily trading prices over a 30-consecutive trading day period (“30-day VWAP”) prior to specified dates. During the second quarter of fiscal 2026, the Board of Directors certified the achievement of the first 30-day VWAP hurdle for a total award corresponding to such hurdle of $6 million. Payment of this award is divided into two, equal 50% tranches, each valued at $3.0 million. The first 50% of the award was settled in shares during the second quarter of fiscal 2026. The second 50% of the award will be settled after the required service period. The unvested awards are classified as liabilities and remeasured at fair value using a Monte Carlo simulation at each reporting date and included in the caption “accrued compensation” on the unaudited condensed consolidated balance sheets. Expense is recognized using an accelerated attribution method over the requisite service period. The market-based awards potentially vest over two-year to four-year service periods, subject to continued employment and a specified appreciation of Skillsoft’s share price.

The following summarizes the liability-classified market-based performance award balances as of October 31, 2025 (in thousands):

Estimated liability (1)		$	2,302
Estimated unrecognized compensation cost (2)			2,349

(1) Included in the caption “accrued compensation” on the unaudited condensed consolidated balance sheets.

(2) Expected to be recognized over a weighted-average period of 1.7 years.

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Liability-Classified Market-Based Award

In the third quarter of fiscal 2025, we granted a market-based award to Ronald W. Hovsepian, intended to be settled in cash upon vesting, unless determined by the Board or a committee thereof to be settled in shares. This award is eligible to be earned based on the volume-weighted average of our daily common stock trading price over a 30-consecutive trading day period (“30-day VWAP”) on or prior to December 31, 2028, with vesting subject to continued employment. During the second quarter of fiscal 2026, the Board certified the achievement of the first of five 30-day VWAP hurdles, for a total earned award of $6 million. Payment of this award is divided into two equal 50% tranches, each valued at $3.0 million. The first 50% of the award was settled in shares during the second quarter of fiscal 2026. The second 50% of the award will be settled within 30 days of May 18, 2026. The unvested awards are classified as liabilities and remeasured at fair value using a Monte Carlo simulation at each reporting date and included in the caption “accrued compensation” on the unaudited condensed consolidated balance sheets. Expense is recognized using an accelerated attribution method over the requisite service period.

The following summarizes the liability-classified market-based performance award balance as of April 30, 2026 (in thousands):

Estimated liability (1)		$	3,197
Estimated unrecognized compensation cost (2)			510

(1) Included in the caption “accrued compensation” on the unaudited condensed consolidated balance sheets.

(2) Expected to be recognized over a weighted-average period of 2.0 years.

Stock-Based Compensation Expense

The following summarizes the classification of stock-based compensation expense in the unaudited condensed consolidated statements of operations (in thousands):

	Three Months Ended October 31,					Nine Months Ended October 31,
	Three Months Ended April 30,
	2025			2024		2025		2024
	2026			2025
Cost of revenues	$	116		$	149	$	293	$	447
Costs of revenues	$	59		$	111
Content and software development (1)		(58	)		1,268		1,917		3,472
Content and software development		231			1,009
Selling and marketing		~~682~~506			~~898~~774		~~2,318~~		~~2,951~~
General and administrative (2)		2,460			1,331		6,759		3,115
General and administrative		1,959			2,126
Total	$	32,~~200~~755		$	34,~~646~~020	$	~~11,287~~	$	~~9,985~~

(111) When comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, the decreases were primarily the result of higher forfeitures in the current fiscal year periods. Revenue

(2) When comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, the increases were primarily the result of higher forfeitures of share-based payments in the fiscal 2024 periods, including unvested equity-based awards associated with our former Chief Executive Officer, whose employment with Skillsoft ended on May 9, 2024.

(10) Revenue

Revenue Components and Performance Obligations

Subscription Services

Skillsoft offers subscriptions that provide customers access to a broad spectrum of learning options including access to cloud-based Software as a Service (“SaaS”) learning content and individualized coaching to both enterprise and consumer customers. Enterprise revenue is derived from subscription arrangements with organizations that provide access to Skillsoft’s learning and talent development solutions to their employees, members or students. Consumer revenue is derived from subscriptions purchased directly by individual learners for personal and professional development. Our cloud-based subscription solutions normally do not provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services and, as a result, are accounted for as service arrangements. Access to the platform and course content represents a series of distinct services as we continually provide access to, and fulfill our obligation to, the customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is usually recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. Our subscription contracts typically vary from one year to three years. Our cloud-based solutions arrangements are mostly non-cancellable, non-refundable, and are invoiced in advance of the subscription services being provided. Revenue from individualized coaching for time-based access to unlimited sessions is recognized on a straight-line basis over the period these services are available to the customers.

~~Virtual,~~Professional ~~On-Demand~~Services and ~~Classroom~~Other

Revenue from classroom training is recognized in the period in which the services are rendered. Revenue from virtual and on-demand training for time-based access to unlimited sessions is recognized on a straight-line basis over the period these services are available to the customers. Billing is in advance of the services being provided or immediately after the services have been provided.

Professional Services

Skillsoft also sells professional services related to its cloud solutions which are typically considered distinct performance obligations and are recognized over time as services are performed. For fixed-price contracts, revenue is recognized based on the actual service provided at the end of the reporting period as a proportion of the total services to be provided (proportional performance method). These services usually consist of implementation, integration, and general consulting. Skillsoft’s professional service engagements are mostly short in duration. Billing is commonly in advance of the services being provided.

Disaggregated Revenue and Geography Information

The following is a summary of net revenues by ~~segment and~~ type for the periods presented (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		2025		2024
	2026		2025
TDS:
SaaS and subscription services:
SaaS and subscription services	$	93,532	$	97,123	$	282,483	$	285,927
Enterprise	$	81,443	$	84,684
Professional services		7,266		5,875		18,648		16,798
Consumer		7,087		8,971
	100,798		102,998		301,131		302,725
Professional services and other		5,968		5,493
GK:
Total net revenues	$	94,498	$	99,148
Virtual, on-demand and classroom		28,200		34,227		80,890		94,516
Total net revenues	$	128,998	$	137,225	$	382,021	$	397,241

Generally, SaaS and subscription services revenues are recognized over the service period, while ~~virtual, on demand, classroom and~~ professional services revenues are recognized at the point they are delivered.

The following sets forth our revenues by geographic region for the periods presented (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Revenue:
United States	$	83,537	$	88,960	$	249,072	$	262,292
Europe, Middle East and Africa		33,808		35,335		98,048		99,137
Other Americas		6,406		7,234		18,828		19,130
Asia-Pacific		5,247		5,696		16,073		16,682
Total net revenues	$	128,998	$	137,225	$	382,021	$	397,241

Other than the United States, no single country accounted for more than 10% of revenue for all periods presented.

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The following sets forth our revenues by geographic region for the periods presented (in thousands):

	*Three Months Ended April 30,*
	*2026*		*2025*
United States	$	70,696	$	75,396
Europe, Middle East and Africa		14,398		14,053
Other Americas		4,447		4,124
Asia-Pacific		4,957		5,575
Total net revenues	$	94,498	$	99,148

Other than the United States, no single country accounted for more than 10% of revenue for all periods presented.

Deferred Revenue

Deferred revenue activity for the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 was as follows (in thousands):

Deferred revenue as of January 31, 2025	$	283,951
Deferred revenue as of January 31, 2026	$	258,448
Billings deferred		~~295~~58,~~245~~466
Recognition of deferred revenue attributable:
Prior year deferred revenue		(~~236~~85,~~397~~553	)
Current year deferred revenue		(~~145~~8,~~624~~945	)
Deferred revenue as of October 31, 2025	$	197,175
Deferred revenue as of April 30, 2026	$	222,416

Deferred revenue performance obligations relate predominantly to time-based SaaS and subscription services that are billed in advance of services being rendered.

Deferred Contract Acquisition Costs

Deferred contract acquisition cost activity for the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 was as follows (in thousands):

Deferred contract acquisition costs as of January 31, 2025	$	38,338
Deferred contract acquisition costs as of January 31, 2026	$	38,495
Contract acquisition costs		143,~~988~~347
Recognition of contract acquisition costs		(216,~~309~~898	)
Deferred contract acquisition costs as of October 31, 2025	$	32,017
Deferred contract acquisition costs as of April 30, 2026	$	34,944

(1112) Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are information that reflect the assumptions that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are variables that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three levels of the fair value hierarchy established by ASC 820 in order of priority are as follows:

●

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

●

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

●

Level 3: Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available.

The following summarizes our assets (liabilities) that are measured at fair value on a recurring basis as of ~~October~~April 3130, ~~2025~~2026 and are categorized using the fair value hierarchy (in thousands):

	Level 1		Level 2			Level 3
	Measurements		Measurements			Measurements		Total
Cash and cash equivalents	$	74115,~~569~~562	$	—		$	—	$	74115,~~569~~562
Restricted cash		2,~~967~~811		—			—		2,~~967~~811
Interest rate swaps - asset (liability)		—		(1,116	)		—		(1,116	)
Disposal group classified as held for sale		—		—			13,919		13,919
(Liability)-classified market-based awards		—		(2,302	)		—		(2,302	)
Interest rate swaps - asset (liability)		—		1			—		1
Total assets (liabilities) recorded at fair value	$	77,536	$	(3,418	)	$	—	$	74,118
(Liability)-classified market-based award		—		3,197			—		3,197
Total assets (liabilities) recorded at fair value	$	118,373	$	3,198		$	13,919	$	135,490

Cash, Cash Equivalents and Restricted Cash

The cost of our cash, cash equivalents and restricted cash was consistent with their estimated fair values as of ~~October~~April 3130, ~~2025~~2026. ~~Refer to~~ See Note 2 “Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash” to the ~~2025~~2026 AFS for additional detail.

Interest Rate Swaps

On June 17, 2022, Skillsoft entered into two fixed-rate interest rate swap agreements to change the Secured Overnight Financing Rate (“SOFR”)-based component of the interest rate on a portion of our variable rate debt to a fixed rate (the “Interest Rate Swaps”). The Interest Rate Swaps have a combined notional amount of $300.0 million and a maturity date of June 5, 2027. The objective of the Interest Rate Swaps is to eliminate the variability of cash flows in interest payments on $300.0 million of variable rate debt attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark SOFR interest rates over the interest rate swap term. The changes in cash flow of the Interest Rate Swaps are expected to offset changes in cash flow of the variable rate debt. The Interest Rate Swaps are not designated as a cash flow hedge and changes in the fair value of the Interest Rate Swaps are recorded in earnings each period. For the three and nine months ended October 31, 2025, we recognized a non-cash gain (loss) of ($1.5) million and ($3.6) million attributable to the Interest Rate Swaps, respectively. For the three and nine months ended October 31, 2024, we recognized a non-cash gain (loss) of ($0.8) million and $0.4 million attributable to the Interest Rate Swaps, respectively.

The inputs for determining fair value of the Interest Rate Swaps are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. The counterparties to these derivative contracts are highly-rated financial institutions which we believe carry only a minimal risk of nonperformance.

Depending on whether the Interest Rate Swaps are in an asset or liability position at the end of the reporting period, they are included in either the captions “other assets” or “other long-term liabilities” on our unaudited condensed consolidated balance sheets.

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Disposal Group Classified as Held for Sale

As discussed in Note 3 "Discontinued Operations and Assets Held for Sale", on April 30, 2026, Skillsoft classified the GK segment as held for sale and discontinued operations, and measured the disposal group at fair value less costs to sell. The fair value of the disposal group was determined using significant unobservable inputs and therefore is classified as a Level 3 fair value measurement within the fair value hierarchy.

Skillsoft considered available information in estimating the fair value of the disposal group less costs to sell, including the timing and probability of expected cash flows and discount rates derived from observable market data for applicable instruments with similar durations, as well as information received during our sale process, which was well underway during the quarter ended April 30, 2026. The terms of the Sale Agreement and other corroborative evidence were used to confirm our estimates of fair value less costs to sell as of April 30, 2026.

The contingent consideration under the Sale Agreement was valued using a probability-weighted expected present value methodology, which included estimates related to future transaction scenarios, expected proceeds, probability assumptions, timing of expected cash flows and market participant discount rates.

Significant increases or decreases in the estimated probability of future qualifying transactions, expected proceeds or discount rates could result in a materially higher or lower fair value measurement.

Interest Rate Swaps

On June 17, 2022, Skillsoft entered into two fixed-rate interest rate swap agreements to change the Secured Overnight Financing Rate (“SOFR”)-based component of the interest rate on a portion of our variable rate debt to a fixed rate (the “Interest Rate Swaps”). The Interest Rate Swaps have a combined notional amount of $300.0 million and a maturity date of June 5, 2027. The objective of the Interest Rate Swaps is to eliminate the variability of cash flows for interest payments on $300.0 million of variable rate debt attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark SOFR interest rates over the interest rate swap term. The changes in cash flow of the Interest Rate Swaps are expected to offset changes in cash flow of the variable rate debt. The Interest Rate Swaps are not designated as cash flow hedges, and unrealized gains and losses from changes in fair value of the Interest Rate Swaps are included in the caption “fair value adjustment of interest rate swaps” in the statements of operations as they occur. For the three months ended April 30, 2026 and 2025, we recognized a non-cash gain (loss) of $1.2 million and ($4.3) million, respectively.

The inputs for determining fair value of the Interest Rate Swaps are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. The counterparties to these derivative contracts are highly rated financial institutions which we believe carry only a minimal risk of nonperformance.

Liability-Classified Market-Based Awards

The fair value of the liability-classified market-based ~~awards are~~ award is determined using a Monte Carlo simulation, weighted for the service period completed, at each reporting date. The most significant inputs for determining the fair value either originate from the grant agreement (e.g., stock price hurdles, vesting amounts, and service dates) or are derived from or corroborated by observable market data (e.g., interest rates, stock prices, equity risk, market betas, size premiums, average stock volatility); therefore we have classified the fair value measurement as Level 2. ~~Refer to~~ See Note 910 “Stock-Based Compensation” above for additional information related to the liability-classified market-based ~~awards~~award.

Other Fair Value Instruments

Skillsoft currently invests available cash balances primarily in money market funds invested in United States Treasury securities and United States Treasury securities repurchase agreements, as well as cash deposits held at major banks. The carrying amounts of cash and cash equivalents, trade receivables, trade payables and accrued liabilities, as reported on the unaudited condensed consolidated balance sheet as of ~~October~~April 3130, ~~2025~~2026, approximate their fair value because of the short maturity of those instruments.

Our long-term debt is a financial instrument, and the fair value of Skillsoft’s outstanding principal amounts as of ~~October~~April 3130, ~~2025~~2026 was $~~511~~534.2 million. This fair value is determined based on inputs that are classified as Level 2 within the fair value hierarchy. The fair value hierarchy table presented above only includes assets and liabilities measured at fair value on the condensed consolidated balance sheets.

(1213) Segment Information

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise that earn revenue and incur expenses, for which discrete financial information is available, and whose operating results are regularly reviewedSkillsoft's ~~by the~~ chief operating decision maker (“CODM”) ~~in determining how to allocate resources and to assess performance. Skillsoft’s CODM~~ is its Chief Executive Officer. No operating segments have been aggregated to determine our reportable ~~segments~~segment.

~~Our~~As of April 30, 2026, our CODM organizes Skillsoft's business, manages resource allocation and measures performance through ~~two~~ one operating and reportable ~~segments~~segment: ~~Talent Development~~our ~~Solutions~~TDS segment (~~“TDS”~~described ~~formerly~~below). ~~known~~Skillsoft aspreviously ~~Content~~had &two ~~Platform)~~operating and ~~Global~~reportable ~~Knowledge~~segments: ~~(“GK”~~TDS ~~formerly~~and ~~known as Instructor-Led Training)~~GK. ~~These~~On April ~~two businesses~~30, ~~described below~~2026, ~~are~~we ~~highly~~committed ~~complementary~~to ~~and give Skillsoft~~ a ~~differentiated~~plan ~~value~~to ~~proposition.~~sell ~~The~~the ~~CODM~~business ~~uses~~of our GK segment ~~revenues~~, ~~segment~~and (“determined that such business ~~unit”)~~met ~~contribution~~the ~~profit and~~criteria ~~business~~to ~~unit~~be ~~contribution~~classified ~~margin~~as ~~(business~~held ~~unit~~for ~~contribution~~sale ~~profit~~and as adiscontinued ~~percentage~~operations. ofAccordingly, ~~business~~the ~~unit~~historical ~~revenue)~~results toof ~~evaluate~~our ~~segment~~former ~~performance~~GK ~~and~~segment ~~allocate~~are ~~resources.~~presented ~~There~~as ~~are~~discontinued nooperations, ~~intercompany~~and ~~revenue~~as ~~transactions~~such, ~~reported~~have ~~between~~been ~~our~~excluded ~~reportable~~from ~~segments. When~~continuing ~~our~~operations ~~segments~~in ~~enter~~the ~~into~~unaudited ~~transactions~~condensed toconsolidated ~~provide~~statements ~~products~~of operations and ~~services~~segment toresults ~~third~~for ~~parties,~~all ~~revenue~~periods ispresented. ~~generally~~See ~~allocated~~Note to3 ~~our~~“Discontinued ~~segments~~Operations ~~based~~and onAssets ~~relative~~Held ~~value~~for Sale” for additional information.

~~Business~~In ~~unit~~connection ~~contribution~~with ~~profit~~Skillsoft’s istransition ~~determined~~to bya ~~subtracting~~single reportable segment, the ~~following~~CODM ~~from~~changed the measures used to evaluate segment ~~revenue:~~performance ~~business~~and ~~unit~~allocate ~~costs~~resources offrom segment revenues, and business unit ~~content~~contribution ~~and~~profit ~~software~~to ~~development~~TDS ~~expenses,~~revenue and ~~with~~adjusted ~~respect~~EBITDA. toPrior-period ~~our~~amounts ~~TDS~~have ~~segment,~~been ~~business~~recast ~~unit~~to ~~product~~conform ~~research~~to ~~and~~the ~~management~~current ~~expenses,~~presentation (segment ~~which~~revenue determinations are ~~defined~~unchanged). asAdjusted EBITDA is determined by subtracting the following from TDS revenue: adjusted costs of revenues, adjusted content and software development expenses, adjusted selling and ~~product~~marketing ~~research~~expenses, and ~~management~~adjusted general and administrative operating expenses. ~~attributable~~Each toadjusted ~~each~~expenses ~~segment,~~measure ~~respectively~~equals ~~(as~~the ~~described~~corresponding ~~below),~~expense reflected ~~but~~on our unaudited condensed consolidated statements of operations, excluding in each case the following items (when applicable), aswhich our CODM does not consider ~~them~~ in measuring segment performance:

● Depreciation expenses – ~~Cost~~Costs of property and equipment recorded to expense over their respective estimated useful lives on a straight-line basis. ● Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, including stock-based compensation, cash awards tied to stock performance, and awards granted in lieu of stock that are intended to be settled in cash. ● ~~System~~Litigation ~~migration~~and ~~costs~~regulatory –matters ~~Costs~~expenses of– ~~temporary~~Charges ~~resources~~associated ~~needed~~with ~~for~~certain ~~the~~litigation, ~~migration~~regulatory, ofcompliance ~~content~~ and ~~customers~~investigative ~~from our legacy system to a global platform~~matters.

In determining business unit costs of revenues, business unit content and software development expenses, and business unit product research and management expenses, identifiable costs and expenses are allocated directly to the applicable segment while other costs and expenses, including indirect costs and certain corporate charges, are allocated to our segments based on an analysis of the relative usage or benefit derived therefrom by each segment.

Business unit contribution profit excludes the following, as these items are managed and reviewed by the CODM at the company level: selling and marketing expenses; general and administrative expenses; amortization of intangible assets; impairment of goodwill; acquisition and integration-related costs; restructuring expenses; net other income (expense); interest rate swap fair value adjustments; interest income; and interest expense. Although business unit contribution profit and business unit contribution margin are used to evaluate the performance of our segments, we may incur operating costs in one segment that may also benefit the other segment. Operating segment performance is not evaluated based on segment asset or liability information. Our accounting policies for segment reporting are the same as those applied to Skillsoft as a whole.

The TDS segment is comprised of a strong foundation of products and customers, with its enterprise-grade solution serving customers and employees worldwide. TDS Learner is a world-renowned consumer scale and experience learner platform that serves learners worldwide. We deliver AI-led, interactive, and multi-modal experiences, a premium technology learning brand, outcome-based learning through benchmarks, enterprise grade security and integrations, and extensive coverage of topics across business, technology, and compliance skills.

The GK segment is centered around instructor-led training, or live learning, with face-to-face delivery by experienced trainers, both in-person and virtually. GK is a live learning partner for corporations with a large, but focused, schedule of vendor-authored and certified courses utilizing certified instructors. The quality and consistency of trainers, the access to quality content and interactive labs from the world’s largest vendors, and a market-leading blended proposition with TDS, define GK's uniqueness in the market. Our GK segment has strong partnerships with the world’s leading technology companies and certification authorities.

As previously disclosed, in the fourth quarter of fiscal 2025, our CODM made changes to the components used to determine segment results to increase transparency and improve segment comparability to peers. We believe that business unit contribution profit as currently defined is a key financial indicator of the performance of our segments. The changes did not impact our consolidated financial statements.

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~~The~~● ~~following~~Executive ~~reconciles~~exit ~~business~~costs ~~unit~~– ~~contribution~~Costs ~~profit~~associated towith ~~GAAP~~the ~~net~~departure ~~income~~of ~~(loss),~~executives. ~~recast~~● ~~for~~Transformation ~~the~~costs ~~prior-year~~– ~~periods~~Costs incurred to ~~reflect~~transform our ~~segments~~operations ~~under~~through ~~the~~significant ~~new~~strategic ~~structure,~~non-ordinary ~~for~~course ~~the periods presented (in thousands):~~transactions.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2025			2024			2025			2024
TDS
Revenues	$	100,798		$	102,998		$	301,131		$	302,725
Business unit costs of revenues		17,698			14,763			49,765			46,481
Business unit content and software development expenses		13,020			13,149			37,585			39,944
Business unit product research and management expenses		2,153			2,429			6,751			6,314
Business unit contribution profit		67,927			72,657			207,030			209,986
GK
Revenues		28,200			34,227			80,890			94,516
Business unit costs of revenues		17,374			19,257			50,032			53,959
Business unit content and software development expenses		650			857			2,112			2,095
Business unit contribution profit		10,176			14,113			28,746			38,462
Consolidated
Revenues		128,998			137,225			382,021			397,241
Business unit costs of revenues		35,072			34,020			99,797			100,440
Business unit content and software development expenses		13,670			14,006			39,697			42,039
Business unit product research and management expenses		2,153			2,429			6,751			6,314
Business unit contribution profit		78,103			86,770			235,776			248,448
Business unit product research and management expenses		(2,153	)		(2,429	)		(6,751	)		(6,314	)
Excluded from cost of revenues and content and software development expenses:
Depreciation		162			123			468			491
Long-term incentive compensation expenses		164			1,100			2,661			3,602
System migration		—			—			—			118
Selling and marketing expenses		36,078			39,615			115,278			122,591
General and administrative expenses		21,175			21,686			63,594			66,390
Amortization of intangible assets		32,068			31,826			95,120			95,197
Impairment of goodwill		20,771			—			20,771			—
Acquisition and integration related costs		17			931			1,327			3,349
Restructuring expenses		4,150			3,095			7,653			15,361
Operating income (loss)		(34,329	)		(9,177	)		(64,345	)		(52,337	)
Other income (expense), net		(1	)		(538	)		(2,508	)		1,261
Fair value adjustment of interest rate swaps		(1,478	)		(822	)		(3,606	)		418
Interest income		487			924			1,470			2,897
Interest expense		(14,757	)		(15,845	)		(44,115	)		(48,538	)
Income (loss) before provision for (benefit from) income taxes		(50,078	)		(25,458	)		(113,104	)		(96,299	)
Provision for (benefit from) income taxes		(8,799	)		(1,859	)		(9,988	)		(5,498	)
Net income (loss)	$	(41,279	)	$	(23,599	)	$	(103,116	)	$	(90,801	)

Adjusted EBITDA excludes the following (when applicable), as the CODM does not consider them in measuring segment performance: non-cash goodwill and intangible asset impairment charges; amortization of intangible assets; acquisition and integration-related costs; restructuring expenses; other income (expense), net; interest rate swap fair value adjustments; interest income; and interest expense. Segment performance is not evaluated based on segment asset or liability information.

Our TDS segment ~~assets~~is ~~primarily~~delivered ~~consist~~through oftwo ~~cash~~complementary ~~and~~platform ~~cash~~offerings: ~~equivalents,~~(i) ~~accounts~~our ~~receivable,~~enterprise-focused ~~prepaid~~Skills ~~expenses~~Management Platform, ~~deferred~~which ~~taxes,~~provides ~~property~~organizations ~~and~~with ~~equipment,~~subscription-based ~~goodwill~~access to learning and ~~intangible~~workforce ~~assets.~~capability ~~The~~development ~~following~~tools, ~~sets~~and ~~forth~~(ii) our ~~segment~~Learner ~~assets~~Platform, aswhich ofprovides ~~the~~interactive, ~~periods~~practice-based ~~presented (in~~technology ~~thousands):~~skill development experiences for individual learners and enterprise teams.

	October 31, 2025		January 31, 2025
TDS	$	847,763	$	1,026,295
GK		49,819		79,774
Total assets	$	897,582	$	1,106,069

The following reconciles adjusted EBITDA to GAAP income (loss) from continuing operations for the periods presented (in thousands):

(13) Net Income (Loss) Per Share

	*Three Months Ended April 30,*
	*2026*			*2025*
TDS
Revenues	$	94,498		$	99,148
Adjusted costs of revenues		15,739			16,271
Adjusted content and software development expenses		12,674			12,097
Adjusted selling and marketing expenses		26,270			28,666
Adjusted general and administrative expenses		13,175			15,275
Adjusted EBITDA		26,640			26,839
Excluded from all adjusted operating expenses above:
Depreciation		343			320
Long-term incentive compensation expenses		2,950			4,539
Litigation and regulatory matters expenses		373			—
Transformation costs		371			1602
Amortization of intangible assets		29,561			30,106
Acquisition and integration related costs		—			523
Restructuring expenses		1,341			1,016
Operating income (loss)		(8,299	)		(11,267	)
Other income (expense), net		2,606			(917	)
Fair value adjustment of interest rate swaps		1,245			(4,256	)
Interest income		545			468
Interest expense		(13,748	)		(14,396	)
Income (loss) before provision for (benefit from) income taxes		(17,651	)		(30,368	)
Provision for (benefit from) income taxes		1,044			(741	)
Income (loss) from continuing operations	$	(18,695	)	$	(29,627	)

The following sets forth our TDS segment assets as of the period presented (in thousands):

		*April 30, 2026*				*January 31, 2026*
TDS		$	799,863			$	881,839

Skillsoft’s long-lived assets are primarily located in the United States. Long-lived assets located in any individual foreign country are not material.

(14) Net Income (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, and stock options using the treasury stock method.

The following sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except for the number of shares and per share data):

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2025			2024			2025			2024
	2026			2025
Net income (loss)	$	(41,279	)	$	(23,599	)	$	(103,116	)	$	(90,801	)
Income (loss) from continuing operations	$	(18,695	)	$	(29,627	)
Weighted average common shares outstanding:
Income (loss) from discontinued operations		(24,419	)		(8,422	)
Basic and diluted		8,708,893			8,239,564			8,536,207			8,170,344
Net income (loss)	$	(43,114	)	$	(38,049	)
Net income (loss) per share:
Weighted average common shares outstanding:
Basic and diluted	$	~~(4.74~~8,811,277	)	$	~~(2.86~~8,324,864	)	$	~~(12.08~~	)	$	~~(11.11~~	)
Per basic and diluted share:
Income (loss) from continuing operations	$	(2.12	)	$	(3.56	)
Income (loss) from discontinued operations		(2.77	)		(1.01	)
Net income (loss)	$	(4.89	)	$	(4.57	)

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During the three ~~and nine~~ months ended ~~October~~ April 3130, ~~2025~~2026 and ~~October~~April 3130, ~~2024~~2025, we incurred net losses and, therefore, the effect of our potentially dilutive securities was not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following ~~contains~~sets ~~share~~forth stock/~~unit~~RSU totals with a potentially dilutive impact, ~~which excludes~~ excluding the effect of the treasury stock method (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	Three Months Ended April 30,
	2025		2024		2025		2024
	2026		2025
Common stock underlying warrants		32,~~098~~848		3,098		~~3,098~~		~~3,098~~
RSUs		12,~~797~~025		1,310		~~1,580~~		~~1,205~~
Stock options		268		34		26		60
Total		4,~~921~~881		4,442		~~4,704~~		~~4,363~~

(1415) Related Party Transactions

~~Agreement~~Agreements with Largest Shareholder

In January 2025, Skillsoft ~~entered~~renewed ~~into~~a anprevious three-year agreement to provide off-the-shelf Skillsoft products to companies affiliated with Prosus N.V. and Naspers Ltd. (collectively ~~known as~~ , “Prosus Companies”) for an aggregate of $0.8 million over the next three years (the "“Prosus Commercial Agreement"”). In ~~June~~March ~~2025~~2024, ~~the~~Skillsoft ~~parties~~entered ~~updated~~into ~~the~~a ~~Prosus~~one-year ~~Commercial~~commercial ~~Agreement~~arrangement to ~~consolidate~~provide training and ~~reallocate~~coaching ~~the~~ services ~~previously~~to ~~included~~Prosus Companies in the ~~parties'~~amount ~~approximately~~of $84,000. These services were not provided in 2024, and were therefore extended in March ~~2024~~2025 ~~agreement~~for another year (collectively, the “Coaching Arrangement”). In June 2025, the parties consolidated these arrangements and added certain upgraded licenses (the “2025 Consolidation”). The 2025 Consolidation includes Skillsoft's customary automatic one-year renewal term unless terminated by either party upon specified advance notice. However, the Coaching Arrangement portion terminated in January 2026. In April 2025, the parties also entered into an additional one-year off-the-shelf product agreement for specific training products for approximately $69,000 and in March 2026, the parties added a number of additional licenses to the 2025 Consolidation for the remaining term of the three-year agreement for approximately $40,000 per year.

(1516) Subsequent Events

~~We have completed an evaluation of all subsequent events after the balance sheet date of~~On ~~October~~May 3119, ~~2025~~2026, ~~through~~ the ~~date~~Board ~~this~~appointed ~~Form~~Ronald ~~10-Q~~Kisling ~~was~~as ~~filed~~Skillsoft’s ~~with~~Chief ~~the~~Financial ~~SEC~~Officer, toeffective ~~ensure~~as ~~that this filing includes appropriate disclosure~~ of May ~~events both recognized in Interim Financial Statements~~20, ~~and~~2026 ~~events which occurred subsequently but were not recognized in~~ (the ~~Interim~~“Transition ~~Financial Statements~~Date”). ~~We have concluded that no subsequent events have occurred that require disclosure, except as disclosed within the Interim Financial Statements.~~

John Frederick retired as Skillsoft’s Chief Financial Officer effective as of the Transition Date. At Skillsoft’s request, Mr. Frederick has agreed to serve as an Advisor to Skillsoft from the Transition Date until September 4, 2026, to facilitate the Chief Financial Officer transition, pursuant to a transition and separation agreement with Skillsoft dated May 20, 2026.

On May 20, 2026, Skillsoft, entered into a Sale and Purchase Agreement to sell our GK segment. See Note 3 “Discontinued Operations” for additional information.

In addition to the above, we have completed an evaluation of all subsequent events after the balance sheet date of April 30, 2026 through the filing date of this Form 10-Q to ensure that this filing includes appropriate disclosure of events both recognized in Interim Financial Statements, and events which occurred subsequently but were not recognized in the Interim Financial Statements. We have concluded that no subsequent events have occurred that require disclosure, except as are disclosed within the Interim Financial Statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Form 10-Q, including the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), “Skillsoft”, “we”, “our” or “us” refers to Skillsoft Corp. and its consolidated subsidiaries. This MD&A should be read in conjunction with: (i) the unaudited condensed consolidated financial statements and the accompanying notes presented in “Part I – Item 1. Financial Statements” of this Form 10-Q (the "Interim Financial Statements"), (ii) our consolidated financial statements, notes thereto, and the related MD&A contained in our ~~2025~~2026 Form 10-K; and (iii) the disclosure under “Cautionary Notes Regarding Forward-Looking Statements” and “Risk Factors” in this Form 10-Q and in the ~~2025~~2026 Form 10-K. The consolidated financial statements contained in the ~~2025~~ 2026 10-K are referred to herein as the “~~2025~~2026 AFS”. ~~Unless otherwise noted, amounts referenced in this discussion, other than in reference to share numbers and percentages, are in thousands.~~

General

Skillsoft® isprovides a ~~global leader in AI-native~~ skills management ~~for~~platform ~~the~~and ~~human~~associated ~~+ AI era. By unifying~~ learning, ~~real-time~~solutions ~~skills~~that ~~intelligence,~~are ~~and~~designed ~~workforce~~to ~~insights,~~help ~~Skillsoft~~organizations ~~helps~~manage ~~enterprises~~the ~~build~~human ~~their~~and ~~Skillforce™~~artificial —intelligence ~~humans and~~ (“AI”) ~~working~~skills ~~together to drive measurable business outcomes. Through personalized~~lifecycle, ~~interactive~~including ~~learning~~visibility ~~across~~into ~~leadership,~~the ~~technology,~~skills ~~and~~they ~~compliance,~~have ~~Skillsoft enables organizations to close critical skill gaps~~ and ~~accelerate~~the ~~transformation.~~skills ~~Skillsoft~~they isneed, ~~trusted~~closing byskills ~~thousands of organizations worldwide~~gaps, ~~including~~matching ~~60%~~skills ofto ~~the Fortune 1000~~work, and ~~supports~~understanding ahow ~~global~~skills ~~community~~development ofimpacts ~~more~~business ~~than 105 million learners~~performance.

~~Integral~~In tofiscal ~~who~~2026, we ~~are~~evolved asfrom a ~~company~~content-centric ismodel ato ~~core~~an ~~belief~~integrated inskills ~~the~~management ~~transformative~~platform, ~~power~~where ofwe ~~people~~leveraged ~~coming~~our ~~together~~market-leading ~~through~~curated ~~professional~~learning ~~development~~content and ~~career~~connected ~~opportunities~~it to capabilities in content creation, skills benchmarking, AI-assisted learning, and role-based development journeys.

We believe that Skillsoft’s unique capabilities, described below, set us apart as a trusted partner for workforce transformation and preparedness:

● ~~Measurable~~End-to-End ~~Outcomes~~Skills Management: WeA ~~don’t~~unified ~~just~~platform ~~deliver~~that ~~training;~~combines wecontent, ~~measure~~skills mapping, benchmarking, analytics, and ~~optimize~~administrative ~~for~~controls ~~real~~to ~~business~~support ~~impact~~workforce skill visibility, development, validation, and deployment. ● ~~Technological~~Blended ~~Innovation~~Learning Experiences Across Modalities: ~~With~~Digital courses, interactive AI simulations, coaching, instructor-~~powered~~led ~~personalization~~training, bootcamps, practice labs, and ~~dynamic~~assessments ~~content~~delivered ~~curation,~~within wea ~~help~~centralized tolearner ~~prepare~~and ~~organizations~~administrative ~~for~~experience ~~the~~designed ~~future~~to support applied skill development. ● ~~Blended~~In-Platform ~~Learning~~Content ~~Experiences~~Creation: ~~From~~Enterprise ~~leadership~~tools ~~development~~designed to ~~technical~~enable ~~training~~customers to create, ~~our~~customize, ~~solutions~~update, ~~combine~~and ~~coaching~~publish learning experiences, ~~assessments~~including courses, simulations, and skill benchmarks, while maintaining intellectual property (“IP”) protection and governance over their proprietary content. ● Embedded AI Functionality: AI capabilities integrated into personalization, simulation, benchmarking, ~~for~~content acreation, ~~360°~~and ~~approach~~learner toassistance ~~talent~~within ~~development~~enterprise learning frameworks. ● Enterprise-Scale ~~Scalability~~Infrastructure: ~~Skillsoft’s~~Security, ~~solutions~~compliance ~~are~~capabilities, ~~built~~and system integrations designed to ~~serve~~support ~~the~~large, ~~needs~~distributed oforganizations ~~the~~operating ~~Global~~across ~~5000,~~regions ~~empowering~~and ~~organizations~~regulatory environments. ● Measurement and Insights: Benchmarking and analytics that help to ~~scale~~provide ~~learning~~visibility ~~across~~into ~~dispersed~~workforce capability, identified skills gaps, and ~~hybrid~~development ~~teams~~progress in relation to organizational priorities.

For more details, refer to “Part I – Item 1. Business” in our ~~2025~~2026 Form 10-K.

WeSignificant ~~have undertaken a full strategic review of the GK segment and began pursuing a range of alternatives with the GK business, although the timing and outcome of this process remain uncertain.~~Event

19On April 30, 2026, we committed to a plan to sell our Global Knowledge instructor-led training (“GK”) business. As previously disclosed, we entered into a definitive agreement (the “Sale Agreement”) on May 20, 2026 to sell our GK business to an affiliate of Enduring Ventures (the “Buyer”), representing a significant milestone in our transformation. The consideration that we are to receive under the Sale Agreement is described in detail in our Current Report on Form 8-K dated May 21, 2026. The transaction is subject to customary closing conditions, including regulatory approvals, and is currently expected to close in the fiscal quarter ending July 31, 2026, although we cannot assure closing in a timely manner, or at all.

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Results of Operations

Our results of operations as reported in our Interim Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following sets forth certain items from our unaudited condensed consolidated statements of operations as a percentage of total revenues for the periods indicated:

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2025			2024			2025			2024
	2026			2025
Revenues:
Total revenues		100.0	%		100.0	%		~~100.0~~	%		~~100.0~~	%
Operating expenses:
Costs of revenues		2716.38	%		2516.07	%		~~26.3~~	%		~~25.5~~	%
Content and software development		10.7	%		10.9	%		11.0	%		11.4	%
Content and software development expenses		13.8	%		13.4	%
Selling and marketing		28.0	%		28.9	%		30.2	%		30.9	%
Selling and marketing expenses		28.5	%		30.0	%
General and administrative		16.5	%		15.8	%		16.8	%		16.7	%
General and administrative expenses		17.0	%		19.4	%
Amortization of intangible assets		2431.93	%		2330.24	%		~~24.9~~	%		~~24.0~~	%
Impairment of goodwill		16.1	%		0.0	%		5.4	%		0.0	%
Acquisition and integration related costs		0.0	%		0.5	%
Acquisition and integration related costs		0.0	%		0.7	%		0.3	%		0.8	%
Restructuring		1.4	%		1.0	%
Restructuring		3.2	%		2.3	%		2.0	%		3.9	%
Total operating expenses		108.8	%		111.4	%
Total operating expenses		126.7	%		106.8	%		116.9	%		113.2	%
Operating loss		(8.8	)%		(11.4	)%
Operating loss		(26.7	)%		(6.8	)%		(16.9	)%		(13.2	)%
Other income (expense), net		2.7	%		(0.9	)%
Other income (expense), net		0.0	%		(0.4	)%		(0.7	)%		0.3	%
Fair value adjustment of interest rate swaps		1.3	%		(4.3	)%
Fair value adjustment of interest rate swaps		(1.1	)%		(0.6	)%		(0.9	)%		0.1	%
Interest income		0.6	%		0.5	%
Interest income		0.4	%		0.7	%		0.4	%		0.7	%
Interest expense		(14.5	)%		(14.5	)%
Interest expense		(11.4	)%		(11.5	)%		(11.5	)%		(12.2	)%
Income (loss) before provision for (benefit from) income taxes		(18.7	)%		(30.6	)%
Income (loss) before provision for (benefit from) income taxes		(38.8	)%		(18.6	)%		(29.6	)%		(24.3	)%
Provision for (benefit from) income taxes		1.1	%		(0.7	)%
Provision for (benefit from) income taxes		(6.8	)%		(1.4	)%		(2.6	)%		(1.4	)%
Income (loss) from continuing operations		(19.8	)%		(29.9	)%
Net income (loss)		(32.0	)%		(17.2	)%		(27.0	)%		(22.9	)%

Refer to Note 12 “Segment Information” to the Interim Financial Statements for information regarding our segments, including a reconciliation of segment (“business unit”) contribution profit to net income (loss) for the three and nine months ended October 31, 2025 and 2024. Segment (“business unit”) contribution profit and segment (“business unit”) contribution margin are the measures used by our Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer, to allocate resources and to assess the performance of our segments. Business unit contribution profit is determined by subtracting the following from segment revenue: business unit cost of revenues, business unit content and software development expenses, and with respect to our TDS segment, business unit product research and management expenses, which are defined as the costs of revenues, content and software development expenses, and product research and management expenses attributable to each segment, respectively (allocated as described in Note 12 “Segment Information” to the Interim Financial Statements), but excluding in each case the following items, as our CODM does not consider them in the measurement of segment performance:

● Depreciation expenses – Cost of property and equipment recorded to expense over their respective estimated useful lives on a straight-line basis. ● Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, including stock-based compensation, cash awards tied to stock performance, and awards granted in-lieu of stock that are intended to be settled in cash. ● System migration costs – Costs of temporary resources needed for the migration of content and customers from our legacy system to a global platform.

Information regarding each reportable segment for the periods indicated is set forth below (in thousands, except percentages):

	Three Months Ended October 31,						Dollar Increase			Percent			Nine Months Ended October 31,						Dollar Increase			Percent
	2025			2024			(Decrease)			Change			2025			2024			(Decrease)			Change
TDS:
Revenues	$	100,798		$	102,998		$	(2,200	)		(2.1	)%	$	301,131		$	302,725		$	(1,594	)		(0.5	)%
Business unit contribution profit		67,927			72,657			(4,730	)		(6.5	)%		207,030			209,986			(2,956	)		(1.4	)%
Business unit contribution margin		67.4	%		70.5	%					(3.1	)%		68.8	%		69.4	%					(0.6	)%
GK:
Revenues	$	28,200		$	34,227			(6,027	)		(17.6	)%	$	80,890		$	94,516			(13,626	)		(14.4	)%
Business unit contribution profit		10,176			14,113			(3,937	)		(27.9	)%		28,746			38,462			(9,716	)		(25.3	)%
Business unit contribution margin		36.1	%		41.2	%					(5.1	)%		35.5	%		40.7	%					(5.2	)%

Revenues

We provide, through our TDS and GK segments, enterprise learning solutions designed to prepare organizations for the future of work, and to overcome critical skills gaps, drive demonstrable behavior-change, and unlock the potential in their people.

Our TDS segment generates revenues from its comprehensive suite of premium, original, and authorized partner content, featuring a deep library of leadership and business, technology and development, and compliance curricula. With access to a broad spectrum of learning options (including video, audio, books, bootcamps, live events, and practice labs), we believe that organizations can meaningfully increase learner engagement and retention. Our TDS offerings are predominantly delivered through Percipio, our award-winning, AI-driven, immersive learning platform built to make learning easier, more accessible, and more effective. In addition, we also have proprietary platforms used for our TDS Learner and Skillsoft Coaching offerings. Our learning solutions are typically sold on a subscription basis for a fixed term.

Our GK segment generates revenues from virtual, in-classroom, and on-demand training solutions geared at foundational, practitioner and expert information technology professionals. Our offerings include authorized content from various partners aimed at providing professional certifications for individuals that successfully complete all requirements. GK’s digital and in-classroom learning solutions provide enterprises, government agencies, and educational institutions with a broad selection of customizable courses to help meet their technology and development needs.

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~~Subscription~~Segment ~~and Non-Subscription Revenues~~Information

~~Software~~Effective asApril a30, ~~service~~2026, ~~(“SaaS”)~~following ~~Subscription~~the ~~Revenue.~~classification ~~Represents~~of ~~revenue~~the ~~generated~~Global ~~from~~Knowledge ~~contracts~~("GK) ~~specifying~~business aas ~~minimum~~held ~~fixed fee~~ for ~~services~~sale ~~delivered~~and ~~over~~discontinued ~~the~~operations, ~~life~~Skillsoft ofoperates ~~the~~as ~~contract.~~a ~~The~~single ~~initial~~reportable ~~term~~segment, ofTalent ~~enterprise~~Development ~~contracts~~Solutions is("TDS"). ~~generally~~Skillsoft's ~~one~~Chief toExecutive ~~three~~Officer, ~~years~~who ~~and~~serves isas ~~usually~~the ~~non-cancellable~~Chief ~~for~~Operating ~~the~~Decision ~~term~~Maker, ofevaluates ~~the~~performance ~~subscription.~~and ~~The~~allocates ~~fixed~~resources ~~fee~~based isprimarily ~~commonly paid~~on ~~upfront~~TDS onrevenue anand ~~annual~~Adjusted ~~basis~~EBITDA. ~~These~~See ~~contracts~~Note ~~typically~~13, ~~consist~~Segment ofInformation, ~~subscriptions~~for toadditional ~~our~~information ~~various~~regarding ~~offerings~~Skillsoft's ~~which~~reportable ~~provide access~~segment toand ~~our~~the ~~SaaS~~reconciliation ~~platforms,~~of ~~associated~~Adjusted ~~content~~EBITDA ~~and~~to ~~services,~~income ~~and~~(loss) ~~individualized~~from ~~coaching,~~continuing ~~over the contract term~~operations.

~~Non-Subscription~~Information ~~Revenue.~~regarding ~~Primarily~~our ~~comprised of~~TDS ~~instructor-led~~segment ~~training~~for ~~offerings,~~the ~~which~~periods ~~consist~~indicated ~~of both in-person and virtual environments. Instructor-led training, including virtual offerings,~~ is ~~first~~set ~~scheduled,~~forth ~~then~~below ~~delivered~~(in ~~later~~thousands, ~~with~~except revenue realized on the delivery date. Non-subscription revenues also include professional services related to implementation of our products and subsequent, ongoing consulting engagements. Our non-subscription services complement our subscription business in creating strong and comprehensive customer relationships.percentages):

The following is a summary of our revenues by product and service type for the periods indicated (in thousands, except percentages):

	Three Months Ended April 30,				Dollar Increase			Percent
	2026		2025		(Decrease)			Change
Revenues	$	94,498	$	99,148	$	(4,650	)		(4.7	)%
Adjusted costs of revenues		15,739		16,271		(532	)		(3.3	)%
Adjusted content and software development expenses		12,674		12,097		577			4.8	%
Adjusted selling and marketing expenses		26,270		28,666		(2,396	)		(8.4	)%
Adjusted general and administrative expenses		13,175		15,275		(2,100	)		(13.7	)%
Adjusted EBITDA	$	26,640	$	26,839	$	(199	)		(0.7	)%

	Three Months Ended October 31,				Dollar Increase			Percent			Nine Months Ended October 31,				Dollar Increase			Percent
	2025		2024		(Decrease)			Change			2025		2024		(Decrease)			Change
SaaS and subscription revenues:
TDS	$	93,532	$	97,123	$	(3,591	)		(3.7	)%	$	282,483	$	285,927	$	(3,444	)		(1.2	)%
Total subscription revenues		93,532		97,123		(3,591	)		(3.7	)%		282,483		285,927		(3,444	)		(1.2	)%
Non-subscription revenues:
GK		28,200		34,227		(6,027	)		(17.6	)%		80,890		94,516		(13,626	)		(14.4	)%
TDS		7,266		5,875		1,391			23.7	%		18,648		16,798		1,850			11.0	%
Total non-subscription revenues		35,466		40,102		(4,636	)		(11.6	)%		99,538		111,314		(11,776	)		(10.6	)%
Total revenues	$	128,998	$	137,225	$	(8,227	)		(6.0	)%	$	382,021	$	397,241	$	(15,220	)		(3.8	)%

Revenues

~~Revenues~~We provide ~~for~~enterprise ~~the~~customers GKwith ~~segment~~subscription-based ~~declined,~~access ~~when~~to ~~comparing~~learning skills ~~the three and nine months ended October 31, 2025~~development todelivered ~~the~~through ~~respective~~two ~~prior~~platform ~~year~~offerings: ~~periods.~~(i) ~~The~~our GKenterprise-focused ~~segment~~Skills ~~was~~Management ~~affected by macroeconomic uncertainty and seasonal patterns~~Platform, aswhich ~~well as a continued~~provides ~~decline~~organizations ~~in public~~with ~~sector~~subscription-based ~~business that~~access ~~contributed~~ to ~~lower~~learning ~~enrollment.~~and Weworkforce capability ~~expect~~development ~~these~~tools, ~~trends~~and to(ii) ~~continue to lower~~ our ~~future~~Learner ~~GK segment revenues for the foreseeable future. For the TDS segment~~Platform, ~~total~~which ~~revenue~~provides ~~decreased for the three and nine months ended October 31~~interactive, ~~2025~~practice-based ~~compared~~technology ~~with~~skill ~~the~~development ~~respective~~experiences ~~prior-year~~for ~~periods,~~individual ~~primarily due to lower Learner revenue~~learners.

Our Skills Management Platform is delivered primarily through subscription-based agreements that provide enterprise customers with access to our multi-modal learning offerings and related platform capabilities. Customers subscribe to curated learning content across leadership and business, technology, and compliance subject areas, delivered through multiple modalities including digital courses, coaching, bootcamps, practice labs, simulations, and assessments. Subscription arrangements may include varying combinations of content libraries and delivery modalities, reflecting enterprise scope and user needs. Customers may also purchase expanded access to additional platform capabilities, including content creation and skills benchmarking tools. Contracts are typically multi-year agreements and priced based on enterprise scope, number of users, and product configuration.

Our Learner Platform provides interactive, practice-based experiences focused primarily on technology skill development. The platform supports direct-to-consumer selling and delivery options, offering hands-on learning environments that emphasize applied skill development. The technology underlying this platform has also been deployed as an extension of our Skills Management Platform to support enterprise customers.

Subscription and Professional Services and Other Revenues

Software as a service (“SaaS”) Subscription Revenue. Represents revenue generated from contracts specifying a minimum fixed fee for services delivered over the life of the contract to both enterprise and consumer customers. Enterprise revenue is derived from subscription arrangements with organizations that provide access to Skillsoft’s learning and talent development solutions to their employees, members or students. Consumer revenue is derived from subscriptions purchased directly by individual learners for personal and professional development. The initial term of enterprise contracts is generally one to three years and is usually non-cancellable for the term of the subscription. The fixed fee is commonly paid upfront on an annual basis. These contracts typically consist of subscriptions to our various offerings which provide access to our SaaS platforms, associated content and services, and individualized coaching, over the contract term.

Professional Services and Other Revenue. Professional services revenue primarily consists of implementation, integration, consulting, and other services provided to customers in connection with deployment and optimization of our learning and talent development solutions. Other revenue consists of revenue streams that are ancillary to our core offerings, including project-based work and related one-time incidentals. The professional services and other revenue non-subscription services complement our subscription business in creating strong and comprehensive customer relationships.

The following is a summary of our net revenues by type for the periods indicated (in thousands, except percentages):

	Three Months Ended April 30,				Dollar Increase			Percent
	2026		2025		(Decrease)			Change
SaaS and subscription services:
Enterprise	$	81,443	$	84,684	$	(3,241	)		(3.8	)%
Consumer		7,087		8,971		(1,884	)		(21.0	)%
Professional services and other		5,968		5,493		475			8.6	%
Total net revenues	$	94,498	$	99,148	$	(4,650	)		(4.7	)%

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Total revenue decreased for the three months ended April 30, 2026 compared with the three months ended April 30, 2025, primarily due to macroeconomic uncertainty and elongated enterprise purchasing cycles, including within certain government-related end markets, which contributed to more cautious discretionary spending on learning and development initiatives during the first quarter of fiscal 2027, as well as declines in our consumer business reflecting continued moderation in demand for direct-to-consumer offerings.

Operating Expenses

Summary of operating expenses

The following provides select operating expenses (in thousands, except percentages), which are discussed in the associated captions that immediately follow:

	Three Months Ended October 31,				Dollar Increase			Percent			Nine Months Ended October 31,				Dollar Increase			Percent
	Three Months Ended April 30,				Dollar Increase			Percent
	2025		2024		(Decrease)			Change			2025		2024		(Decrease)			Change
	2026		2025		(Decrease)			Change
Cost of revenues	$	35,279	$	34,312	$	967			2.8	%	$	100,415	$	101,254	$	(839	)		(0.8	)%
Costs of revenues	$	15,889	$	16,516	$	(627	)		(3.8	)%
Content and software development expenses		13,~~789~~052		1413,~~937~~324		(~~1,148~~272	)		(72.70	)%		~~42,208~~		~~45,436~~		~~(3,228~~	)		~~(7.1~~	)%
Selling and marketing expenses		3626,~~078~~960		3929,~~615~~748		(32,~~537~~788	)		(8.9.4	)%		~~115,278~~		~~122,591~~		~~(7,313~~	)		~~(6.0~~	)%
General and administrative expenses		2115,~~175~~994		2119,~~686~~182		(~~511~~3,188	)		(216.46	)%		~~63,594~~		~~66,390~~		~~(2,796~~	)		~~(4.2~~	)%
Amortization of intangible assets		3229,~~068~~561		3130,~~826~~106		~~242~~(545	)		0(1.8	)%		~~95,120~~		~~95,197~~		~~(77~~	)		~~(0.1~~	)%
Impairment of goodwill		20,771		—		20,771			NM*			20,771		—		20,771			NM*
Acquisition and integration related costs		—		523		(523	)		(100.0	)%
Acquisition and integration related costs		17		931		(914	)		(98.2	)%		1,327		3,349		(2,022	)		(60.4	)%
Restructuring		1,341		1,016		325			32.0	%
Restructuring		4,150		3,095		1,055			34.1	%		7,653		15,361		(7,708	)		(50.2	)%
Total operating expenses	$	102,797	$	110,415	$	(7,618	)		(6.9	)%
Total operating expenses	$	163,327	$	146,402	$	16,925			11.6	%	$	446,366	$	449,578	$	(3,212	)		(0.7	)%

*Costs ~~Not~~of ~~meaningful.~~revenues

~~Cost~~Costs of revenues consists primarily of employee salaries and benefits for hosting operations, professional service and customer support personnel; royalties; hosting and software maintenance services; facilities and utilities costs; consulting services; and instructor fees, course materials, logistics costs and overhead costs associated with virtual, in-classroom, and on-demand training solutions. The following provides details regarding the changes in components of costs of revenues (in thousands, except percentages):

Cost of revenues consists primarily of employee salaries and benefits for hosting operations, professional service and customer support personnel; royalties; hosting and software maintenance services; facilities and utilities costs; consulting services; and instructor fees, course materials, logistics costs and overhead costs associated with virtual, in-classroom, and on-demand training solutions. The following provides details regarding the changes in components of cost of revenues (in thousands, except percentages):

	Three Months Ended April 30,				Dollar Increase			Percent
	2026		2025		(Decrease)			Change
Compensation and benefits	$	7,787	$	8,101	$	(314	)		(3.9	)%
Courseware, instructor fees and outside services		5,036		5,531		(495	)		(8.9	)%
Hosting and software maintenance		2,925		2,748		177			6.4	%
Facilities, utilities and other		141		136		5			3.7	%
Total costs of revenues	$	15,889	$	16,516	$	(313	)		(1.9	)%

	Three Months Ended October 31,				Dollar Increase			Percent			Nine Months Ended October 31,				Dollar Increase			Percent
	2025		2024		(Decrease)			Change			2025		2024		(Decrease)			Change
Courseware, instructor fees and outside services	$	17,752	$	17,913	$	(161	)		(0.9	)%	$	50,475	$	50,087	$	388			0.8	%
Compensation and benefits		13,422		12,407		1,015			8.2	%		38,429		39,426		(997	)		(2.5	)%
Hosting and software maintenance		3,442		2,989		453			15.2	%		9,630		8,867		763			8.6	%
Facilities, utilities and other		663		1,003		(340	)		(33.9	)%		1,881		2,874		(993	)		(34.6	)%
Total cost of revenues	$	35,279	$	34,312	$	967			2.8	%	$	100,415	$	101,254	$	(839	)		(0.8	)%

Costs of revenues is variable and generally correlates with revenue volume and the mix of products and services, as different offerings carry different margin profiles. The decrease in compensation and benefits and courseware, instructor fees and outside services, when comparing the three months ended April 30, 2026 to the corresponding period in 2025, was primarily attributable to lower revenue, partially offset by lower-margin offerings. Hosting and software maintenance increased year-over-year, primarily reflecting continued investments in technology and increasing third-party costs.

21Content and software development expenses

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Cost of revenues is a variable expense that is primarily driven by revenue volume and the composition of product and service types when they have different margins. The decrease in compensation and benefits, when comparing the nine months ended October 31, 2025 to the corresponding period in 2024, was primarily attributable to the decline in our revenues as discussed in Subscription and Non-Subscription Revenue. The decrease in facilities and utilities expenses, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, was primarily attributable to cost savings from the consolidation of our facilities. These decreases were partially offset by the increase in hosting and software maintenance expenses primarily due to investments in technology. In addition, the increase in courseware, instructor fees and outside services were primarily the result of product and service mix and rising third-party costs. Furthermore, the increase in compensation and benefits, when comparing the three months ended October 31, 2025 to the corresponding period in 2024, was primarily the result of product and service mix changes, which resulted in an increase in internal instructors.

Content and software development

Content and software development expenses include costs associated with the development of new products and the enhancement of existing products, consisting primarily of employee salaries and benefits; development-related professional services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of content and software development expenses (in thousands, except percentages):

	Three Months Ended October 31,				Dollar Increase			Percent			Nine Months Ended October 31,				Dollar Increase			Percent
	Three Months Ended April 30,				Dollar Increase			Percent
	2025		2024		(Decrease)			Change			2025		2024		(Decrease)			Change
	2026		2025		(Decrease)			Change
Compensation and benefits	$	910,~~135~~032	$	1110,~~856~~179	$	(~~2,721~~147	)		(231.04	)%	$	~~30,199~~	$	~~34,818~~	$	~~(4,619~~	)		~~(13.3~~	)%
Consulting and outside services		21,~~983~~397		21,~~048~~569		~~935~~(172	)		45(11.70	)%		~~7,128~~		~~7,449~~		~~(321~~	)		~~(4.3~~	)%
Software maintenance		1,~~409~~403		~~833~~1,346		~~576~~57			694.12	%		~~4,158~~		~~2,408~~		~~1,750~~			~~72.7~~	%
Facilities, utilities and other		~~262~~220		~~200~~230		62(10	)		31(4.03	)%		~~723~~		~~761~~		~~(38~~	)		~~(5.0~~	)%
Total content and software development expenses	$	13,~~789~~052	$	1413,~~937~~324	$	(~~1,148~~272	)		(72.70	)%	$	~~42,208~~	$	~~45,436~~	$	~~(3,228~~	)		~~(7.1~~	)%

The decreases in compensation and benefits, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026 to the prior year ~~periods~~period, were ~~primarily~~ attributable to ~~productivity~~lower ~~gains~~stock-compensation ~~through~~expense ~~leveraging~~due ~~technology~~to ~~investments.~~forfeitures ~~These decreases were partially offset by the increase in software maintenance expenses, when comparing the three~~ and ~~nine~~lower ~~months~~grants ~~ended~~of ~~October~~share-based ~~31,~~payment ~~2025 to the prior year periods, which were primarily due to investments in technology~~awards. The ~~increase~~decreases in consulting and outside services, expenses, when comparing the three months ended ~~October~~April 3130, ~~2025~~ 2026 to the ~~corresponding~~prior year period ~~in 2024~~, ~~was~~are primarily ~~timing-related~~due asto cost ~~demonstrated~~savings byfrom ~~the~~our ~~decline~~restructuring ~~when~~initiatives. Hosting ~~comparing~~and ~~the~~software ~~nine~~maintenance ~~months~~increased ~~ended October 31~~year-over-year, ~~2025~~primarily toreflecting ~~the~~increasing ~~prior~~third-party ~~year period~~costs.

Selling and marketing

Selling and marketing (“S&M”) expenses consist primarily of employee compensation and benefits for selling, marketing and pre-sales support personnel; commissions; travel expenses; advertising and promotional expenses; consulting and outside services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of S&M expenses (in thousands, except percentages):

	Three Months Ended October 31,				Dollar Increase			Percent			Nine Months Ended October 31,				Dollar Increase			Percent
	2025		2024		(Decrease)			Change			2025		2024		(Decrease)			Change
Compensation and benefits	$	27,212	$	29,059	$	(1,847	)		(6.4	)%	$	87,136	$	90,216	$	(3,080	)		(3.4	)%
Advertising and promotions		4,059		5,307		(1,248	)		(23.5	)%		14,161		17,040		(2,879	)		(16.9	)%
Software maintenance		3,047		3,869		(822	)		(21.2	)%		9,271		11,205		(1,934	)		(17.3	)%
Consulting and outside services		1,369		833		536			64.3	%		3,546		2,265		1,281			56.6	%
Facilities, utilities and other		391		547		(156	)		(28.5	)%		1,164		1,865		(701	)		(37.6	)%
Total S&M expenses	$	36,078	$	39,615	$	(3,537	)		(8.9	)%	$	115,278	$	122,591	$	(7,313	)		(6.0	)%

The decrease in compensation and benefits, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, was primarily attributable to the impact of our July 2024 comprehensive resource reallocation plan. The decreases in advertising and promotions and software maintenance, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, were primarily attributable to proactive reductions in branding initiatives and paid media spend. The decrease in facilities, utilities, and other expenses, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, were primarily attributable to cost savings from the consolidation of our facilities. These declines were partially offset by the increase in expenses for consulting and outside services, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, which was primarily the result of the strategic decision to obtain targeted marketing expertise to enhance brand awareness in order to drive revenue growth.

General and administrative

General and administrative (“G&A”) expenses consist primarily of employee salaries and benefits for executive, finance, administrative, and legal personnel; audit, legal and consulting fees; insurance; franchise, sales and property taxes; facilities costs; and depreciation. The following provides details regarding the changes in components of G&A expenses (in thousands, except percentages):

	Three Months Ended October 31,				Dollar Increase			Percent			Nine Months Ended October 31,				Dollar Increase			Percent
	2025		2024		(Decrease)			Change			2025		2024		(Decrease)			Change
Compensation and benefits	$	16,054	$	14,622	$	1,432			9.8	%	$	43,455	$	43,656	$	(201	)		(0.5	)%
Consulting and outside services		2,954		3,703		(749	)		(20.2	)%		13,588		13,442		146			1.1	%
Insurance		492		632		(140	)		(22.2	)%		1,585		2,075		(490	)		(23.6	)%
Facilities, utilities and other		417		863		(446	)		(51.7	)%		1,080		2,014		(934	)		(46.4	)%
Software maintenance		1,013		1,397		(384	)		(27.5	)%		3,188		3,995		(807	)		(20.2	)%
Franchise, sales, and property tax		245		469		(224	)		(47.8	)%		698		1,208		(510	)		(42.2	)%
Total G&A expenses	$	21,175	$	21,686	$	(511	)		(2.4	)%	$	63,594	$	66,390	$	(2,796	)		(4.2	)%

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~~Integration~~Selling and ~~restructuring~~marketing ~~activities, including cost savings from the consolidation of our facilities and lower software maintenance, franchise, sales, and property taxes, and insurance, drove the overall decline in G&A~~ expenses in those categories during the three and nine months ended October 31, 2025 compared to the respective prior year periods. The decreases applicable to the three months ended October 31, 2025 compared to the prior year period were partially offset by an increase in compensation and benefits, resulting primarily from an increase in stock-compensation expense resulting from higher forfeitures during the three months ended October 31, 2024 due to unvested equity-based awards associated with our former Chief Executive Officer whose employment with Skillsoft ended on May 9, 2024. The decreases applicable to the nine months ended October 31, 2025 compared to the prior year period were partially offset by an increase in consulting and outside services, attributable to a digital strategy initiative aimed at enhancing our operational effectiveness.

Selling and marketing (“S&M”) expenses consist primarily of employee compensation and benefits for selling, marketing and pre-sales support personnel; commissions and travel expenses; advertising and promotional expenses; consulting and outside services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of S&M expenses (in thousands, except percentages):

	Three Months Ended April 30,				Dollar Increase			Percent
	2026		2025		(Decrease)			Change
Compensation and benefits	$	20,055	$	23,573	$	(3,518	)		(14.9	)%
Advertising and promotions		3,978		3,080		898			29.2	%
Software maintenance		2,331		2,553		(222	)		(8.7	)%
Consulting and outside services		365		401		(36	)		(9.0	)%
Facilities, utilities and other		231		141		90			63.8	%
Total S&M expenses	$	26,960	$	29,748	$	(2,788	)		(9.4	)%

The decrease in compensation and benefits, when comparing the three months ended April 30, 2026 to the corresponding period in 2025, primarily reflected cost savings from our continued optimization of our go-to-market model and sales coverage strategy. The increases in advertising and promotions, when comparing the three months ended April 30, 2026 to the corresponding period in 2025, were primarily attributable to higher investments in targeted demand generation and marketing programs.

General and administrative

	Three Months Ended April 30,				Dollar Increase			Percent
	2026		2025		(Decrease)			Change
Compensation and benefits	$	10,170	$	11,525	$	(1,355	)		(11.8	)%
Consulting and outside services		4,100		5,848		(1,748	)		(29.9	)%
Insurance		485		532		(47	)		(8.8	)%
Facilities, utilities and other		214		95		119			125.3	%
Software maintenance		742		976		(234	)		(24.0	)%
Franchise, sales, and property tax		283		206		77			37.4	%
Total G&A expenses	$	15,994	$	19,182	$	(3,188	)		(16.6	)%

Compensation and benefits and consulting and outside services expenses decreased during the three months ended April 30, 2026 compared to the prior year period, primarily due to cost savings resulting from our restructuring initiatives. In addition, compensation and benefits decreased due to reduced stock-based compensation expense driven by forfeitures and lower grants.

Amortization of intangible assets

Intangible assets arising from business combinations ~~are~~consist of developed technology, customer-related intangibles, trade names and other identifiable intangible assets with finite lives. These intangible assets are amortized over the estimated useful lives of such assets. We also capitalize certain internal use software development costs related to our SaaS platforms incurred during the application development stage. The internal use software is amortized on a straight-line basis over its estimated useful life.

Amortization of intangible assets, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026 to the same ~~respective periods~~ period in ~~2024~~2025, ~~remained~~decreased ~~relatively~~primarily ~~consistent~~due asto ~~increases~~certain inintangible ~~amortization~~assets ofbecoming ~~capitalized~~fully ~~internal~~amortized, ~~use~~partially ~~software development costs were~~ offset by increases ~~decreases~~in ~~attributable~~amortization toof ~~certain~~capitalized ~~intangible~~internal ~~assets~~use ~~becoming~~software ~~fully~~development ~~amortized~~costs.

Impairment of goodwill and intangible assets

Refer to Note 4 “Intangible ~~asset~~Assets” to the 2026 AFS for information regarding impairment review requirements and assumption uncertainty. This process was completed for the three months ended April 30, 2026, and we concluded that there were no impairment indicators related to the intangible assets of our continuing operations (our TDS reporting unit). For information regarding goodwill, intangible assets and long-lived assets impairments associated with discontinued operations (our former GK reporting unit), see Note 3, "Discontinued Operations and Assets Held for Sale" to the Interim Financial Statements.

Skillsoft evaluates impairment for indefinite-lived intangible assets, including goodwill, on an annual impairment test date (January 1) or more frequently if there are indicators of impairment. In connection with the goodwill and indefinite-lived intangible assets impairment evaluation, Skillsoft may first consider qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not (i.e., a likelihood of more than 50%) that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If Skillsoft determines that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, or elects to bypass this qualitative assessment, a comparison of the carrying value of the reporting unit or indefinite-lived intangible asset to its fair value is completed. If the carrying value exceeds the fair value, an impairment loss equal to the difference (for goodwill, not to exceed the amount of goodwill allocated to the reporting unit) is recorded.

Impairment for third quarter of fiscal 2026

During the third quarter of fiscal 2026, we identified triggering events requiring testing for impairment of our GK reporting unit primarily attributable to the impact of industry macroeconomic uncertainty, the industry shift to integrated learning experience, as well as a continued decline in public sector business that contributed to lower enrollment. As a result of the foregoing, we lowered our expectations for the GK reporting unit’s revenue and estimated future cash flows. As of October 1, 2025, the estimated undiscounted future cash flows attributable to the amortizable intangibles of the GK reporting unit were determined to be greater than the carrying values, therefore management concluded that there was no impairment of identifiable intangibles during the third quarter of fiscal 2026.

Management next estimated the fair value of the GK reporting unit as of October 1, 2025, using the income approach discussed in Intangible asset impairment review requirements and assumption uncertainty above. Management did not use the market approach in the weighting of the fair value of the GK reporting unit given its low profitability. For the reasons described above, the estimated future cash flows of this reporting unit declined, and when applied to the impairment analysis resulted in a lower fair value of the GK reporting unit. As a result, management determined to record a $ 20.8 million non-cash goodwill impairment for the GK reporting unit for the three months ended October 31, 2025. This impairment charge is included under "impairment of goodwill" on the unaudited condensed consolidated statements of operations. After the impairment charge, $8.7 million goodwill associated with the GK reporting unit remains. The key assumptions used in the discounted cash flow analysis included projected revenue growth, expected market share at maturity, long-term operating margin levels, and the discount rate.

We did not identify any interim triggering events during the third quarter of fiscal 2026 in connection with either the TDS reporting unit or our indefinite-lived trademark intangible.

Acquisition and integration related costs

Acquisition and integration related costs consist of professional fees for legal, investment banking and other advisor costs incurred in connection with the business combinations completed in April 2022 and the subsequent integration related activities. ~~The~~Changes ~~changes~~ in ~~acquisition~~these ~~and integration related~~ costs ~~were~~ primarily ~~due~~reflect tofluctuations in the ~~timing~~level of integration ~~these~~activities ~~aforementioned~~incurred ~~activities~~during each period.

Restructuring

In connection with Skillsoft's activities with respect to the sale of its GK business, which was classified as held for sale and discontinued operations as of April 30, 2026, the implementation of our comprehensive resource reallocation plan, and our workplace flexibility policy, we continued to execute initiatives aimed at reducing costs and aligning our operating expenses with current economic conditions and our evolving operating model. These initiatives were intended to enhance operating efficiency, competitiveness, and overall profitability, and included workforce reductions and facility closures and consolidations. Our restructuring charges recognized during the three months ended April 30, 2026 totaling $1.3 million were primarily associated with professional fees in connection with our sale efforts relating to the GK business, employee termination costs, and contract termination costs. Our restructuring charges recognized during the three months ended April 30, 2025 totaling $1.0 million were primarily associated with the employee termination costs.

In addition, the sale of our GK business may include additional workforce reductions, facility closures and consolidations, the exit or modification of certain contracts, and/or other actions intended to improve operating efficiency or rationalize our cost structure, any or all of which may be material. We will continue to evaluate our cost structure and operating model to align operating expenses with existing economic conditions, which could result in further restructuring actions.

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Restructuring

In connection with a comprehensive resource reallocation plan announced on July 11, 2024, the acquisition integration process and our workplace flexibility policy, we continued our initiatives and commitment to reduce our costs and better align operating expenses with existing economic conditions and our operating model, with the intention of improving operating efficiency, competitiveness and business profitability. These initiatives included workforce reductions and the consolidation of facilities as we adopted new work arrangements for certain locations. Our restructuring charges recognized during the three and nine months ended October 31, 2025 totaling $4.2 million and $7.7 million, respectively, were primarily associated with the costs of terminated employees. Our restructuring charges recognized during the three and nine months ended October 31, 2024 totaling $3.1 million and $15.4 million, respectively, were primarily associated with the costs of terminated employees, as well as lease terminations and lease impairment charges.

Interest and other

Interest and other, net, consists of gain or loss on derivative instruments, interest income, interest expense, and other expenses and income (in thousands, except percentages):

	Three Months Ended October 31,						Dollar Increase			Percent			Nine Months Ended October 31,						Dollar Increase			Percent
	Three Months Ended April 30,						Dollar Increase			Percent
	2025			2024			(Decrease)			Change			2025			2024			(Decrease)			Change
	2026			2025			(Decrease)			Change
Other income (expense), net	$	(12,606	)	$	(~~538~~917	)	$	~~537~~3,523			(99384.82	)%	$	~~(2,508~~	)	$	~~1,261~~		$	~~(3,769~~	)	~~(298.9)%~~
Interest income		~~487~~545			~~924~~468			~~(437~~77	)		~~(47~~16.35	)%		~~1,470~~			~~2,897~~			~~(1,427~~	)	~~(49.3)%~~
Interest expense		(1413,~~757~~748	)		(1514,~~845~~396	)		~~1,088~~648			(64.95	)%		~~(44,115~~	)		~~(48,538~~	)		~~4,423~~		~~(9.1)%~~

Other income (expense), net consists primarily of the foreign exchange gains and losses (specifically, resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities), which fluctuate as the U.S. dollar appreciates or depreciates against other currencies. Interest income for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026 compared to the same ~~respective periods~~ period in ~~2024,~~2025 increased ~~decreased~~ primarily due to ~~lower~~higher money market balances~~, as a result of the reduction in borrowings under our accounts receivable facility, as well as lower average money market investments yields~~. The decrease in interest expense, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026 to the corresponding ~~periods~~ period in ~~2024~~2025, was primarily due to ~~a reduction in borrowings under our accounts receivable facility (described below) and~~ lower average interest rates for our borrowings. As a result of our interest rate swaps ~~we executed on June 17~~agreements, ~~2022,~~ described below, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

Fair value adjustment of interest rate swaps

We entered into two fixed-rate interest rate swap agreements on June 17, 2022 for a combined notional amount of $300 million and a maturity date of June 5, 2027. The objective of the interest rate swaps is to eliminate fluctuations in cash flows for interest payments on $300 million of variable rate debt attributable to changes in the benchmark one-month Secured Overnight Financing Rate (“SOFR”) interest rates. The interest rate swaps are not designated for hedge accounting and are carried on the unaudited condensed consolidated balance sheets at their fair value. Unrealized gains and losses from changes in fair value of the interest rate swaps, which arise from variations in the forward-looking yield curve, are included in the caption ~~statement~~“fair value adjustment of interest rate swaps” in the statements of operations as they occur.

The gains (losses) reflected for the change in value of the interest rate swaps during the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025 are primarily attributable to increases (decreases) in the expectation for one-month SOFR interest rates through June 5, 2027.

Provision for (benefit from) income taxes

The following provides select provision for (benefit from) income taxes information (in thousands, except percentages):

	Three Months Ended October 31,						Dollar Increase			Percent			Nine Months Ended October 31,						Dollar Increase			Percent
	Three Months Ended April 30,						Dollar Increase			Percent
	2025			2024			(Decrease)			Change			2025			2024			(Decrease)			Change
	2026			2025			(Decrease)			Change
Provision for (benefit from) income taxes	$	(81,~~799~~044	)	$	(~~1,859~~741	)	$	(61,~~940~~785	)		~~373~~(240.39	)%	$	~~(9,988~~	)	$	~~(5,498~~	)	$	~~(4,490~~	)	~~81.7%~~
Effective income tax rate		17(5.69	)%		72.34	%							~~8.8~~		%	~~5.7~~		%

The effective income tax rate for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026 and ~~2024~~2025 differed from the United States federal statutory rate of 21.0% due primarily to the impact of non-deductible items, foreign rate differential, changes in unremitted earnings, changes in uncertain tax positions, and changes in the valuation allowance on our deferred tax assets.

Liquidity and Capital Resources

Liquidity and sources of cash

As of ~~October~~April 3130, ~~2025~~2026, we had $74115.6 million of unrestricted cash and cash equivalents. Most of our cash and cash equivalents are held at large financial institutions with high rating agency designations, and our exposure to regional banks is not significant. Our investment policy is approved ~~by the Board~~ and reviewed annually by the Audit Committee. Our current investment policy’s primary objectives when investing available cash are, in order of importance: (1) preservation of capital and protection of principal; (2) maintenance of liquidity that is sufficient to meet cash flow needs; and (3) maximize rate of return. Our cash requirements from period to period vary depending on factors such as the growth of the business, changes in working capital needs and capital expenditures. We expect our cash and cash equivalents balance to decline during the second quarter of fiscal 2027 compared to April 30, 2026, due to the seasonal nature of our business, as a significant portion of annual bookings are typically collected during the first quarter of each fiscal year. In addition, cash outflows associated with the planned sale of the GK segment, including the transfer of cash balances held by the disposal group at closing, transaction-related costs, and restructuring expenditures, are anticipated to reduce cash flows and balances during the second quarter. The timing and magnitude of these cash outflows will depend on the timing of the closing of the transaction and the ultimate amount of transaction and restructuring costs incurred. We have funded operations primarily through the use of cash collected from our customers and the proceeds received from the ~~Term~~Amended ~~Loan~~Credit ~~Facility~~Agreement (defined below), supplemented with borrowings under our accounts receivable facility (described below). We expect to operate the business and execute our strategic initiatives principally with funds generated from operations, supplemented by borrowings up to a maximum of $75.0 million under our accounts receivable facility. Based on our current cash flow budgets and forecasts of both short-term and long-term liquidity needs, we anticipate we will have sufficient internal and external sources of liquidity to fund operations and anticipated working capital and other expected cash needs for at least the next twelve months, as well as for the foreseeable future, with capital sources currently available. Specifically, we believe cash flow from operating activities, together with cash on hand and availability under our accounts receivable facility, will be sufficient to fund our anticipated working capital needs, planned capital spending, contractual obligations and other cash requirements, including debt repayments, finance costs, and ~~finance~~any stranded and other costs in connection with our sale of the GK business. While our ~~Term~~Amended ~~Loan~~Credit ~~Facility~~Agreement does include restrictions on the ability of our guarantor subsidiaries to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions, which are expected to permit distributions to enable us to make required principal and interest payments on our indebtedness. However, in the event we are not able to receive cash from our subsidiaries, we will be unable to make the required payments. In addition, although we anticipate we will be able to refinance outstanding obligations under our credit agreement prior to or when they mature, there can be no assurance we will be able to do so, or that the terms of any refinancing will be favorable. Further, we may require additional capital in the future to fund capital expenditures, acquisitions (including contingent consideration payments), strategic transactions or other investments. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our objectives, operating performance, economic and capital market conditions and other relevant circumstances. Our operating cash flow performance may also be affected by matters discussed under ~~the~~ "Risk Factors" ~~section~~in Part I, Item 1A of our ~~2025~~ 2026 Form 10-K and in this Form 10-Q. These risks and uncertainties may adversely affect our long-term liquidity.

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Term Loans

On July 16, 2021, Skillsoft Finance II, Inc. (“Skillsoft Finance II”), a subsidiary of Skillsoft Corp., entered into a Credit Agreement (the “Credit Agreement”), by and among Skillsoft Finance II, as borrower, another subsidiary - Skillsoft Finance I, Inc. (“Holdings”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a term ~~loan facility~~ loans in the original principal amount of $480 million (~~the~~ “~~Term Loan Facility”). Term loans under the Term Loan Facility (“~~Original Term Loans”), which were drawn in full on the closing date thereof and are scheduled to mature on July 16, 2028 (the “Maturity Date”).

In connection with the closing of our Codecademy acquisition, Skillsoft Finance II entered into Amendment No. 1 to the Credit Agreement, dated as of April 4, 2022 (the “First Amendment”), among Skillsoft Finance II, Holdings, certain subsidiaries of Skillsoft Finance II, as guarantors, Citibank N.A., as administrative agent, and the financial institutions party thereto as Term B-1 Lenders, which amended the Credit Agreement (as amended by the First Amendment, the “Amended Credit Agreement”).

The First Amendment provided additional ~~for~~Term ~~the~~B-1 ~~incurrence~~Loans ofin upthe tooriginal ~~an additional~~principal of $160 million ~~of Term B-1 Loans~~ (the “Term B-1 Loans”) ~~under the Term Loan Facility~~, all ~~$160 million~~ of which was drawn in full on the closing date thereof, and are scheduled to mature on the Maturity Date. In addition, the First Amendment, among other things, (a) provided for early opt-in to SOFR subject to a 0.75% floor, for the Original Term Loans (the Original Term Loans together with the Term B-1 Loans, the “Initial Term Loans”) and (b) provided for an applicable margin for the Initial Term Loans of 4.25% with respect to base rate borrowings and 5.25% with respect to SOFR borrowings.

Prior to the maturity thereof, the Initial Term Loans are subject to aggregate quarterly amortization payments of $1.6 million. The proceeds of the Term B-1 Loans were used by Skillsoft to finance, in part, the Codecademy acquisition, and to pay costs, fees, and expenses related thereto.

Interest rates applicable to the Initial Term Loans are described in Note 13 12 to the ~~2025~~2026 AFS. As of ~~October~~April 3130, ~~2025~~2026, the outstanding principal balance of $~~583~~580.02 million of Initial Term Loans bears interest at a rate equal to SOFR plus a credit premium of 0.11% plus a margin of 5.25%, per annum, with a SOFR floor of 0.75%. As a result of our interest rate swaps, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

We are also required to make prepayments of outstanding obligations under the Amended Credit ~~Facility~~Agreement if certain criteria are met including, but not limited to excess cash flow for the prior fiscal year (as defined in the Amended Credit ~~Facility~~Agreement), net cash proceeds from asset sales and net cash proceeds from issuances of equity or indebtedness. No prepayments were required during the three ~~and nine~~ months ended ~~October~~April 3130, ~~2025~~2026 or ~~2024~~ 2025. Loan parties are subject to various affirmative and negative covenants and reporting obligations under the Amended Credit Agreement, as described in Note 1312 to the ~~2025~~2026 AFS. As of ~~October~~ April 3130, ~~2025~~2026, we are in compliance with all such covenants.

The Amended Credit Agreement contains customary events of default. If an event of default occurs and is continuing (and is not waived), the administrative agent may declare all amounts outstanding thereunder to be immediately due and payable. In the event of payment or other specified defaults, outstanding obligations accrue interest at the then applicable rate plus 2.00%.

All obligations under the Amended Credit Agreement, and the guarantees of those obligations, are secured by substantially all of Skillsoft Finance II’s personal property as well as the assets of each subsidiary guarantor.

Accounts Receivable Facility

We also have access to up to $75.0 million of borrowings under an accounts receivable credit agreement (the “A/R Agreement”) with First Citizens Bank and Trust Company. Pursuant to this agreement, certain of our accounts receivable are pledged as security for loans made by participating lenders.

In November 2024, the A/R Agreement was amended to, among other things: (a) extend the maturity date from December 27, 2024 to the earlier of (i) November 26, 2029 or (ii) 90 days prior to the maturity of any corporate debt (including the Initial Term Loans); (b) reduce the fixed component of the interest rate to 2.61% per annum from 3.11% per annum; (c) increase the highest advance rate on certain eligible receivables from 85% to 90%; (d) reduce the minimum outstanding balance requirement from $10 million to $1 million; and (e) allow for ad hoc borrowings and repayments. Based on seasonality of billings and the characteristics of our accounts receivable, some of which are not eligible for advances, we are not always able to access the full $75.0 million available capacity. As of ~~October~~April 3130, ~~2025~~2026 and January 31, ~~2025~~2026, $1.0 million was drawn under the A/R Agreement, respectively. As of ~~October~~April 3130, ~~2025~~2026, approximately $4535 million was available to be drawn ~~under~~there ~~the A/R agreement~~under. Under this agreement, when borrowing more than the required minimum, Skillsoft receives proceeds equal to the net present value of the accounts receivable balances used to calculate the borrowing base. The interest rate on borrowings outstanding under the accounts receivable facility was 6.7528% as of ~~October~~April 3130, ~~2025~~2026.

When borrowing more than the minimum, the lenders require us to deposit receipts from pledged receivables to a restricted bank account within two business days of receipt. A reconciliation detailing collections against the prior month’s borrowing base and additional receivables to be pledged is submitted monthly. If additional pledged receivables exceed the prior month’s collections, funds from the restricted bank account are returned to us.

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Currently Out of Compliance with the NYSE’s Continued Listing Standards

On March 26, 2026, we received the Notice from the NYSE that we were no longer in compliance with the Market Cap Standard, each as defined and described in detail (including potential adverse consequences to our stockholders) in the following risk factor in Part I, Item 1A. Risk Factors of our 2026 Form 10-K,: “We are currently out of compliance with the NYSE minimum market capitalization requirement and are at risk of the NYSE delisting our common stock; such a delisting could reduce the liquidity and market price of our common stock, limit investors’ ability to make transactions in our securities, subject us to additional trading restrictions, and/or negatively impact our ability to raise equity financing.” The Notice had no immediate impact on the listing of our common stock.

While we are not aware of any single event or development that directly caused the decline in our market capitalization, we believe that our stock price has been affected by a combination of factors, including heightened market volatility associated with recent geopolitical and macroeconomic developments, a broader decline in valuations and investor sentiment across portions of the corporate learning, talent development and education technology sectors, corporate and government spending sensitivity in response to macroeconomic conditions, a slowdown in demand for live upskilling, which contributed to the recent operating performance of our discontinued operations, and relatively low trading volume in our common stock.

In accordance with NYSE procedures, we timely submitted a plan to the NYSE demonstrating how we intended to regain compliance with the Market Cap Standard within 18 months of our receipt of the Notice (the “Plan”). The Plan included strategic steps already in process intended to reduce costs, and reallocate capital to higher-growth, higher margin offerings, including our planned disposition of our GK business. Subsequent to receipt of the Notice, our average global market capitalization has increased above the minimum threshold required under the Market Capitalization Standard. However, there can be no assurance that we will continue to satisfy the Market Capitalization Standard during the remainder of the applicable compliance period or that the NYSE will determine that we have regained compliance on a sustained basis. In addition, there can be no assurance that the NYSE will accept our Plan or that we will be able to maintain compliance with all other NYSE continued listing standards. If the Plan is not accepted, or if the Plan is accepted but we are unable to meet material aspects of the Plan, any quarterly milestones, cure the deficiency by the end of the applicable cure period, or comply with any other continued listing standard of the NYSE, our common stock would be subject to delisting from the NYSE, which may, among other things, reduce the liquidity and market price for our common stock, and hinder our ability to raise additional capital.

The Notice did not affect our business operations or our reporting obligations with the SEC, and it does not conflict with or cause an event of default under any of Skillsoft’s material debt or other agreements.

Share Repurchase Authorization

On July 10, 2024, the Board ~~authorized and~~ approved a share repurchase authorization for up to $10 million of Skillsoft’s outstanding shares of common stock. The share repurchase authorization commenced on July 11, 2024, and will terminate on the fourth anniversary of such date. Under the share repurchase authorization, we may purchase shares of common stock from time to time in the open market, in private negotiated transactions, or by other means. We cannot predict when or if we will repurchase any shares of common stock. The timing and number of shares of common stock that may be purchased will depend on a variety of factors, including the share price of the common stock, general market conditions, alternative uses for capital, our financial performance, and other considerations. This authorization does not obligate us to purchase any minimum number of shares of common stock, and the authorization may be suspended, modified, or discontinued at any time without prior notice. As of ~~October~~April 3130, ~~2025~~2026, no common stock had been repurchased under the share repurchase authorization.

Cash Flows

Cash flows from discontinued operations are included within the operating, investing, and financing activities and effect of foreign currency exchange rates on cash and cash equivalents presented below and on the condensed consolidated statements of cash flows. Cash flows directly attributable to discontinued operations were not significant for the periods presented herein. The following summarizes our cash flows for the periods presented (in thousands, except percentages):

							Dollar
	Nine Months Ended October 31,						Increase			Percent
	Three Months Ended April 30,						Increase			Percent
	2025			2024			(Decrease)			Change
	2026			2025			(Decrease)			Change
Net cash provided by (used in) operating activities	$	(528,~~405~~940	)	$	1231,~~214~~298		$	(172,~~619~~358	)		(~~144~~7.35	)%
Net cash provided by (used in) investing activities		(143,~~639~~501	)		(135,~~828~~134	)		~~(811~~1,633	)		5(31.98	)%
Net cash provided by (used in) financing activities		(73,~~994~~316	)		(401,~~826~~953	)		32(1,~~832~~363	)		~~(80~~69.48	)%
Effect of foreign currency exchange rates on cash and cash equivalents		~~2,237~~(356	)		(23,~~281~~384	)		4(3,~~518~~740	)		(~~198~~110.15	)%
Net increase (decrease) in cash and cash equivalents and restricted cash	$	~~(25~~21,~~801~~767	)	$	~~(44~~27,~~721~~595	)	$	18(5,~~920~~828	)		(4221.31	)%

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Cash flows provided by (used in) operating activities

The decrease in operating activity cash flows in the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 compared to the corresponding period in ~~2024~~2025, was primarily the result of lower margins in our GKdiscontinued ~~segment, reduced cash collections resulting from the U.S. government shutdown,~~ operations and the timing of working capital settlements.

Cash flows provided by (used in) investing activities

The ~~increase~~decrease in cash flows used in investing activities, when comparing the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 to the same period in ~~2024~~2025, was due primarily to a $01.85 million ~~increase~~decrease in ~~purchases of property and equipment, which~~ ~~largely consisted of computer hardware and software. Cash flows used in investing activities in each of the nine months ended October 31, 2025 and 2024 include $13.0 million of~~ cash payments for internally developed software.

Cash flows provided by (used in) financing activities

Cash flows used in financing activities consist primarily of borrowings and repayments under our Amended Credit Agreement and A/R Agreement and payments to repurchase shares on surrender by stockholders for tax withholding upon vesting of restricted stock-based awards.

The ~~decrease~~increase in cash flows used in financing activities, when comparing the ~~nine~~three months ended ~~October~~April 3130, ~~2025~~2026 to the same period in ~~2024~~2025, was due to athe timing ~~$35.0~~of ~~million~~principal ~~reduction in~~ payments on our ~~A/R~~outstanding ~~Agreement~~term loans, partially offset by ana decrease ~~increase~~ in cash used to repurchase shares on surrender by stockholders for tax withholding upon vesting of restricted stock-based awards.

Effect of foreign currency exchange rates on cash and cash equivalents

The effect of exchange rate changes on cash and cash equivalents represents translation adjustments, which vary with fluctuations in foreign currency exchange rates relative to the U.S. dollar.

Upon completion of the GK segment disposition, our future results of operations, cash flow, and financial position will reflect only our continuing operations, and therefore may not be comparable to historical results.

Contractual and Commercial Obligations

The scheduled future principal payments for maturities of our debt and future minimum rental commitments under non-cancelable lease agreements as of ~~October~~April 3130, ~~2025~~2026 were as set forth below (in thousands):

Payments due by Fiscal Year

Total

Remainder of ~~2026~~2027

~~2027-~~2028-2029

~~2029-~~2030-2031

Thereafter

Initial Term Loans

~~583~~580,~~393~~192

—3,202

14576,~~409~~990

~~568,984~~—

—

Operating leases

96,~~379~~917

~~617~~1,025

32,~~638~~626

21,~~462~~371

21,~~662~~896

Total

~~592~~587,~~772~~109

~~617~~4,227

18579,~~047~~616

~~571~~1,~~446~~371

21,~~662~~896

* The maturity date for the Initial Terms Loans is July 16, 2028, which occurs in fiscal 2029.

Contingencies

From time to time, we are a party to or may be threatened with litigation in the ordinary course of our business. We regularly analyze the then current information, including, as applicable, our defense and insurance coverage and, as necessary, provide accruals for probable and estimable liabilities for the eventual disposition of these matters. For information regarding legal proceedings see Note 6 to the Interim Financial Statements.

Critical Accounting Estimates

The Interim Financial Statements and the related notes have been prepared in accordance with GAAP. The preparation of our Interim Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of such financial statements, and the reported amounts of assets, liabilities, revenues and expenses during the applicable reporting period. We regularly reevaluate our estimates and judgments, including those related to the following: business combinations, revenue recognition, impairment of goodwill and intangible assets, the remaining useful lives of capitalized assets, income tax assets and liabilities, and restructuring charges and accruals. We base our estimates and judgments on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. The economic environment also impacts certain estimates and discount rates necessary to prepare our financial statements, including significant estimates and discount rates applicable to the determination of the fair value used in the impairment testing of our assets. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, or results of operations could be impacted.

Significant accounting policies and methods used in the preparation of the Interim Financial Statements are described in Note 2 “Summary of Significant Accounting Policies” to the ~~2025~~2026 AFS and Note 2 to the Interim Financial Statements. The following is a discussion of accounting estimates which management considers to be “critical,” defined as accounting estimates made in accordance with GAAP that involve a significant level of estimation uncertainty, and have had, or are reasonably likely to have, a material impact on our financial condition or results of operations.

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Revenue recognition

Skillsoft enters into contracts that provide customers with access to a broad spectrum of learning ~~options~~and ~~including~~talent development solutions, including cloud-based learning content, talent ~~management~~development ~~solutions, virtual, on-demand~~ and ~~classroom~~skills ~~training~~management solutions, and individualized coaching. We recognize revenue that reflects the consideration that we expect to be entitled to receive in exchange for these services. We apply judgment in determining our customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience, credit, or financial information. We are not required to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price.

While the majority of our revenue relates to SaaS and subscription services where the entire arrangement fee is recognized on a straight-line basis over the contractual term, we sometimes enter into contractual arrangements that have multiple distinct performance obligations, one or more of which have different periods over which the services or products are delivered. These arrangements may include a combination of subscriptions and non-subscription products such as professional services. We allocate the transaction price of the arrangement based on the relative estimated standalone selling price of each distinct performance obligation. Our cloud-based solutions generally do not provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services and, as a result, are accounted for as service arrangements. Access to the platform and course content represents a series of distinct services as we continually provide access to, and fulfill our obligation to, the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is generally recognized on a straight-line basis over the contract term, beginning on the date the service is made available to the customer. Our subscription contracts typically vary from one year to three years. Our cloud-based solutions arrangements are generally non-cancellable and non-refundable.

26Revenue from classroom training and individual coaching is recognized in the period in which the services are rendered.

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Revenue from classroom training and individual coaching is recognized in the period in which the services are rendered. Revenue from virtual and on-demand training for time-based access to unlimited sessions is recognized on a straight-line basis over the period these services are available to the customers.

We also sell professional services related to our cloud solutions which are typically considered distinct performance obligations and are recognized over time as services are performed. For fixed-price contracts, revenue is recognized over time based on a measure of progress that reasonably reflects our advancement toward satisfying the performance obligation.

Reimbursements received from customers for out-of-pocket expenses are recorded as revenues, with related costs recorded as ~~cost~~costs of revenues. We present revenues net of any taxes collected from customers and remitted to government authorities.

As our contractual agreements predominantly call for advanced billing, contract assets are rarely generated.

Intangible assets, including goodwill

We recognize the excess of the purchase price, plus the fair value of any noncontrolling interest in an acquiree, over the fair value of identifiable net assets acquired, which includes the fair value of specifically identifiable intangible assets, as goodwill.

We amortize finite-lived intangible assets, including customer contracts and internally developed software, over their estimated useful life. We review the carrying values of intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that indicates impairment or a change in remaining useful life. Conditions that indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator.

In addition, we review the carrying values of our indefinite-lived intangible assets, including goodwill and the Skillsoft trademark, during the fourth ~~fiscal~~ quarter of each fiscal year for impairment, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist and reassess their classification as indefinite-lived assets.

The fair value of our indefinite-lived trademark intangible is determined using an income approach referred to as the relief-from-royalty method. The relief-from-royalty method requires management to estimate the portion of our earnings attributable to this trademark based on a royalty rate we would have paid for the use of the asset if we did not own it. The determination of fair value involves significant estimates and assumptions, including projected revenue growth rates, the royalty savings rate, and the discount rate applied to future cash flows, which are forward-looking and could be affected by future economic and market conditions. Changes in these key assumptions could materially affect the estimated fair value of the indefinite-lived trademark intangible asset and result in future impairment charges.

If current discount rates rise or if relevant market-based inputs for our impairment assessment worsen, subsequent reviews of goodwill and intangibles could result in impairment. Factors that could result in future impairment include, but are not limited to, the following:

● Prolonged period of our estimated fair value of our reporting ~~units~~unit exceeding our market capitalization; ● Lower expectations for future profitability of bookings or EBITDA (a non-GAAP measure), which in part could be impacted by legislative, regulatory or tax changes that affect the cost of, or demand for, products and services as well as the loss of key personnel; ● Deterioration in key assumptions used in our income approach estimates of fair value, such as higher discount rates from higher stock market volatility; and ● Valuations of significant mergers or acquisitions of companies that provide relevant market-based inputs for our impairment assessment that could support less favorable conclusions regarding the estimated fair value of our reporting ~~units~~unit.

AsFor ~~discussed~~additional ~~above,~~information ~~during~~on ~~the~~goodwill ~~three~~and ~~months~~intangible ~~ended~~assets see ~~October~~Note ~~31,~~4 ~~2025, we recorded a goodwill impairment charge related~~ to ~~our GK reporting unit. After~~ the Interim Financial ~~impairment, we continue to have $8~~Statements.7 ~~million~~For ofa ~~goodwill~~discussion ~~allocated to this reporting unit. The goodwill assigned to this reporting unit is considered at risk~~ of ~~future~~ impairment ~~due~~charges to ~~how~~goodwill ~~the~~and ~~reporting~~intangible ~~unit’s~~assets ~~estimated~~incurred ~~fair~~with ~~value~~respect ~~as of October 1, 2025, was used~~ to ~~determine~~our ~~the~~discontinued ~~$8.7~~operations ~~million~~for ~~carrying value. The determination of~~ the GKthree ~~reporting~~months ~~unit’s~~ended ~~fair~~April ~~value involved significant judgment~~30, ~~including the selection of discount rates~~2026, ~~long-term~~see ~~growth~~Note ~~rates,~~3 and projected future cash flows. A further decline in expected operating performance, an increase in the discount rate, continued or additional adverse macroeconomic conditions, or changes in industry trends could negatively affect fair value and may result in additional impairment charge in future periods. We will continue to ~~monitor these factors and will perform interim impairment tests if events or circumstances indicate that~~ the ~~carrying~~Interim ~~amount~~Financial ~~of any reporting unit may no longer be recoverable or in excess of fair value, as applicable~~Statements.

For additional information on goodwill and intangible assets see Note 3 to the Interim Financial Statements.

Income taxes

WeAs ~~provide~~part ~~for~~of ~~deferred~~the process of preparing our consolidated financial statements, we are required to estimate our income taxes in ~~resulting~~each ~~from~~of the tax jurisdictions in which we operate. This process involves estimating our actual current tax obligations together with assessing temporary differences between the basis of assets and liabilities for financial reporting purposes as compared to tax purposes. We provide for deferred income taxes resulting from such temporary differences, using rates expected to be in effect when such differences reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. Determining the amount of valuation allowance requires significant judgment in estimating future taxable income, applicable tax strategies, and the expected timing of reversals of temporary differences.

We follow the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires us to determine whether a tax position of Skillsoft is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. Interest and penalties related to uncertain tax positions are included in the caption “provision for (benefits from) income taxes” in the unaudited condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

The effect of recently issued accounting pronouncements is set forth in Note 2 “Summary of Significant Accounting Policies” to the Interim Financial Statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposures to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Except as set forth below, there have been no material changes to our primary market risk exposures or our management of such exposures during the ~~nine~~three months ended April ~~October 31~~30, ~~2025~~2026 from the description set forth in Item 7A of the ~~2025~~2026 Form 10-K.

Interest Rate Risk

Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities due to movements in interest rates. We are exposed to interest rate risk arising from our interest sensitive long-term debt and to a lesser extent our cash and cash equivalents.

Based on amounts outstanding under the Amended Credit Agreement as of ~~October~~April 3130, ~~2025~~2026, taking into account the two interest rate swap agreements discussed below, a hypothetical 100 basis point increase or decrease in interest rates would result in approximately $2.9 million additional or lower pre-tax annual interest expense. To manage our exposure to interest rate risk on our long-term debt, we entered into two fixed-rate interest rate swap agreements to change the SOFR-based component of the interest rate on $300.0 million of variable rate debt to a fixed rate. For further information regarding our long-term debt and interest rate swap agreements, see Note 7 “Long-Term Debt” and Note 11 “Fair Value Measurements”, respectively, to the Interim Financial Statements.

Based on the balance of our cash and cash equivalents, as of ~~October~~April 3130, ~~2025~~2026, a hypothetical 100 basis point increase or decrease in interest rates would result in an approximately $0.46 million increase or decrease, respectively, on our annual pre-tax interest income.

Our interest rate swaps are not designated for hedge accounting and are carried on the condensed consolidated balance sheet at their fair value. Unrealized gains and losses from changes in fair value of the interest rate swaps are included in the ~~statement~~caption "fair value adjustment of interest rate swaps" in the statements of operations as they occur. A hypothetical 100 basis point increase or decrease in interest rates would result in an approximately $43.61 million increase or decrease, respectively, on our fair value adjustment of ~~our~~ interest rate swaps atas aof April ~~point~~30, ~~in time~~2026.

Foreign Currency Risk

Our reporting currency and the functional currency of our wholly owned foreign subsidiaries is the U.S. dollar. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in the caption “other income (expenses), net” in our ~~unaudited condensed~~ consolidated statement of operations. We are exposed to foreign currency fluctuations, including the Euro, pound sterling, Canadian dollar, Australian dollar, Indian rupee, Singapore dollar and related currencies. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. Based Aon outstanding term loan borrowings as of April 30, 2026, a hypothetical 10% increase or decrease in current exchange rates would ~~have resulted~~ result in an impact of approximately $20.8 million on our annual pre-tax income (loss).

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our principal executive officer and principal financial officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of ~~October~~April 3130, ~~2025~~2026. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of ~~October~~April 3130, ~~2025~~2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d‑15(d) of the Exchange Act that occurred during the fiscal quarter ended ~~October~~April 3130, ~~2025~~2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Management recognizes that Skillsoft’s internal control over financial reporting cannot prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and that management is required to use judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Incorporated by reference herein is information regarding legal proceedings as set forth under “Litigation” contained in Note 6 – “Commitments and Contingencies” to the Interim Financial Statements in Item 1 of Part I of this Form 10-Q.

ITEM 1A. RISK FACTORS.

~~There~~Except as described below, there have been no material changes to the risk factors previously disclosed in Part I, Item IA of our ~~2025~~2026 Form 10-K.

There can be no assurance that the disposition of our GK business will be consummated in a timely manner or at all, and that if consummated, will achieve the anticipated benefits.

As previously disclosed, on May 20, 2026, we entered into the Sale Agreement to sell our GK business to the Buyer (the “Transaction”). Consummation of the Transaction is subject to customary closing conditions, including a customary antitrust review in Saudi Arabia. Although we currently expect the Transaction to close in the fiscal quarter ending July 31, 2026, there can be no assurance that the required approval will be obtained, that the other closing conditions will be satisfied or waived in a timely manner or at all, or that the transaction will be consummated on the anticipated terms, in a timely manner, or at all. Additionally, there may be unforeseen expenses related to the Transaction, or we may fail to realize the expected benefits therefrom if consummated, including anticipated positive impacts on growth rates, earnings, and cash flow. Further, the payments due to Skillsoft, and ultimate collectability of the purchase price set forth in the Sale Agreement, will depend on a variety of factors, including purchase price adjustments, how the purchase price is ultimately financed and counterparty performance and credit risk. Although we currently expect proceeds, net of cash divested and before anticipated transaction costs, of between $5 million and $8 million over a period of approximately two years should the transaction close, we cannot assure that this will be the case. If the disposition is not consummated, we may be required to identify a new purchaser and renegotiate the sale of the GK business, or, alternatively, re-evaluate our strategy in relation to the GK business, including any potential adverse impact on our operational focus and resources. In addition, if the transaction is not consummated on the terms described herein, or at all, we may suffer other consequences that could materially and adversely affect our business, financial condition, results of operations and stock price, including a decrease in our stock price to the extent current prices assume that the transaction will be completed, investor confidence in us could decline, and/or relationships with existing and prospective customers, investors, and business partners may be adversely impacted.

While the Transaction is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition and results of operations.

During the period prior to the closing of the Transaction, our business is exposed to certain inherent risks and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business, including: (i) our ability to continue to develop and protect our brand and reputation; (ii) our ability to successfully develop, launch, maintain, and scale new programs, offerings and features; (iii) potential uncertainty in the market for our products and services, which could lead current and prospective customers to purchase products and services from other providers or delay purchasing from us; and (iv) risks relating to our relationships with employees and business partners. If any of these effects were to occur, it could adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value, regardless of whether the Transaction is completed.

As a result of the Transaction, our current and prospective employees could experience uncertainty about their future with us, and as a result, key employees may depart.

If the transaction is not consummated, we may determine that further restructuring initiatives are necessary to improve performance or address issues identified during the previously disclosed review of strategic alternatives with respect to the GK business. Failure to consummate the transaction may require us to revise our operating plans, reallocate resources, or realign our organizational structure, any of which could also result in additional restructuring charges, which may be incurred over multiple periods.

As a result of the Transaction, our current and prospective employees could experience uncertainty about their future with us, or decide that they do not want to continue their employment following the completion of the Transaction. As a result, key employees may depart. Losses of officers or employees could materially harm our business, results of operations and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Transaction for any reason, including delays associated with obtaining requisite regulatory approvals. On the other hand, we may experience challenges in hiring and retaining new employees because of uncertainty or other conditions associated with the pendency or termination of the Transaction, which could materially harm our business, results of operations and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities: None.

Purchases of Equity Securities: None

Dividend Restrictions

We did not declare or pay any dividends, and we do not currently intend to pay dividends in the foreseeable future. We currently expect to retain future earnings, if any, for the foreseeable future, to finance the growth and development of our business and to repay indebtedness. The payment of dividends is within the discretion of our Board, and any decision to pay dividends in the future will depend upon an evaluation of a number of factors, including our results of operations, our capital requirements, and our operating and financial condition, and restrictions included in our Amended Credit Agreement and our A/R Agreement. While there are restrictions on the ability of our guarantor subsidiaries to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions, which are expected to permit distributions to enable us to make required principal and interest payments on our indebtedness and other contractual obligations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

10b5-1 Trading Plans

During the fiscal quarter ended ~~October~~April 3130, ~~2025~~2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of Skillsoft adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) and 408 (c), respectively, of Regulation S-K.

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ITEM 6. EXHIBITS.

Exhibit No.	Description	Incorporated by Reference from Form	File No.	Exhibit	Filing Date
2.1*	Sale and Purchase Agreement, dated May 20, 2026, by and between GK Holdings, Inc. and EHJob GP LLC	8-K	001-38960	2.1	5/21/2026
3.1	Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., as amended	10-K	001-38960	3.1	4/15/2024
3.2	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., dated July 21, 2023	8-K	001-38960	3.1	7/24/2023
3.3	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., dated September 29, 2023	8-K	001-38960	3.1	9/29/2023
3.4	Amended and Restated Bylaws of Skillsoft Corp.	8-K	001-38960	3.2	6/17/2021
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
10.1#	Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan	S-8	333-279543	99.1	5/20/2024
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
10.2#	Amendment No. 1 to Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan	S-8	333-288958	10.2	7/25/2025
10.3#	Form of RSU Award Agreement under the 2024 Employment Inducement Incentive Award Plan	S-8	333-279543	99.2	5/20/2024
10.4#	Form of PSU Award Agreement under the 2024 Employment Inducement Incentive Award Plan (FY25)	S-8	333-279543	99.3	5/20/2024
10.5#	Form of PSU Award Agreement under 2024 Employment Inducement Incentive Award Plan (FY26)	S-8	333-288958	10.5	7/25/2025
10.6**#	CEO Form of PSU Award Agreement (FY27)
10.7**#	Offer Letter by and between Skillsoft Corp. and Ronald Kisling, effective as of May 20, 2026
10.8**#	Transition and Separation Agreement by and between Skillsoft Corp. and John Frederick dated May 20, 2026
10.9**#	Offer Letter Amendment by and between Skillsoft Corp. and Scott Semel dated on or about June 1, 2026
31.1**	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2**	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1‡	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2‡	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.INS**	Inline XBRL Instance Document (the instance document does not appear in the Interactive data File because XBRL tags are embedded within the Inline XBRL document)
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.LAB**	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)

* ~~Filed~~Certain ~~herewith~~exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

** Filed herewith.

‡ Furnished herewith.

29# Represents management compensation plan, contract or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SKILLSOFT CORP. (Registrant)
Dated: December 10, 2025	By:	/s/ John Frederick
Dated: June 9, 2026	By:	/s/ Ronald Kisling
	John Frederick Chief Financial Officer (Principal Financial Officer)
	Ronald Kisling Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

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Filing Compare · Skillsoft Corp.