Skillsoft Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1825, 2026

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-38960	83-4388331
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Address of principal executive offices) (zip code)

(603) 324-3000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure.

OnIf ~~June~~an ~~18,~~emerging ~~2026,~~growth ~~Skillsoft Corp.~~company, aindicate ~~Delaware~~by ~~corporation~~check ~~(“Skillsoft”)~~mark ~~was~~if ~~informed~~the ~~that~~registrant ~~EHJob GP LLC~~ has ~~received~~elected ~~approval~~not ~~from~~to use the ~~General~~extended ~~Authority~~transition period for ~~Competition~~complying ofwith ~~Saudi~~any ~~Arabia~~new ~~clearing~~or ~~the~~revised ~~previously~~financial ~~announced~~accounting ~~pending~~standards ~~sale~~provided ofpursuant ~~Skillsoft’s~~to ~~Global~~Section ~~Knowledge business~~ 13(~~the “Transaction”~~a). Asof ~~a result, all required regulatory approvals and clearances for~~ the ~~pending~~Exchange ~~Transaction have been obtained~~Act. ☐

~~Completion~~Section of5 ~~the~~- ~~Transaction~~Corporate ~~remains~~Governance ~~subject~~and ~~to the satisfaction or waiver of customary closing conditions. The Company currently expects the Transaction to close in the second fiscal quarter.~~Management

~~The information furnished with this~~ Item 75.0102 ~~shall~~Departure ~~not be deemed “filed” for purposes~~ of ~~Section 18~~Directors ofor ~~the~~Certain ~~Securities~~Officers; ~~Exchange~~Election ~~Act~~ of ~~1934,~~Directors; asAppointment ~~amended (the “Exchange Act”), or otherwise subject to the liabilities~~ of ~~that~~Certain ~~Section~~Officers; ~~nor~~Compensatory ~~shall~~Arrangements ~~it be deemed to be incorporated by reference in any filing under the Securities Act~~ of ~~1933,~~Certain ~~as amended, or the Exchange Act~~Officers.

~~Forward-Looking~~Second ~~Statements~~Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan

~~This~~As ~~Current~~described ~~Report~~under onItem ~~Form~~5.07 ~~8-K~~below, ~~includes~~the ~~statements~~stockholders ~~that~~of ~~are~~Skillsoft Corp. (the “Company,” “we” or ~~may~~“our”), beat ~~deemed~~the toCompany’s be2026 Annual Meeting of Stockholders held on June 25, 2026 (the “~~forward-looking~~Annual ~~statements~~Meeting”), ~~within~~approved the ~~meaning~~Second ofAmendment ~~Section~~(“Second ~~27A~~Amendment”) ofto the ~~Securities~~Skillsoft ~~Act~~Corp. of2020 ~~1933~~Omnibus Incentive Plan, as previously amended, ~~and~~on ~~Section~~June ~~21E~~6, of2024 by the ~~Securities~~First ~~Exchange~~Amendment ~~Act~~thereto ~~of 1934,~~ (as so amended., ~~For~~the ~~all~~“2020 ~~such statements~~Plan”), weto ~~claim~~increase the ~~protection~~number of ~~the~~shares ~~safe~~of ~~harbor~~the ~~for~~Company’s ~~forward-looking~~Class ~~statements~~A ~~provided~~Common byStock, ~~such~~par ~~sections~~value ~~and~~$0.0001 ~~the~~per ~~Private~~share ~~Securities~~(“Common ~~Litigation~~Stock”) ~~Reform~~available ~~Act~~for ofissuance ~~1995,~~under ~~where~~the ~~applicable.~~2020 ~~All~~Plan ~~statements~~by 550,000 ~~other~~shares. ~~than~~The ~~statements~~Company’s Board of ~~historical~~Directors ~~facts,~~approved ~~are~~the ~~forward-looking~~Second ~~statements.~~Amendment ~~These~~on ~~forward-looking~~March ~~statements~~25, ~~include~~2026, ~~but~~subject ~~are~~to ~~not~~stockholder ~~limited~~approval. ~~to,~~The ~~statements~~Second ~~that~~Amendment ~~address~~became ~~activities~~effective June 25, ~~events~~2026, orand ~~developments~~increased ~~that~~the wenumber ~~expect~~of orshares ~~anticipate~~of ~~may~~Common ~~occur~~Stock inavailable for issuance under the ~~future,~~2020 ~~including~~Plan ~~statements~~from ~~with~~3,755,658 ~~respect~~to 4,305,658, subject to ~~the~~annual ~~expected~~increases ~~timeline~~and ~~for~~adjustment ~~completing~~provisions already included in the ~~Transaction~~2020 Plan. ~~Forward-looking~~A ~~statements~~summary ~~may,~~of ~~without~~the ~~limitation,~~material beterms ~~preceded~~of ~~by,~~the ~~followed~~2020 ~~by,~~Plan oris ~~include~~set ~~words~~forth ~~such~~in asProposal ~~“may,”~~No. ~~“will,”~~3 ~~“would,”~~of ~~“anticipate,”~~the ~~“believe,”~~Company’s ~~“estimate,”~~Definitive ~~“expect,”~~Proxy ~~“intend,”~~Statement ~~“potential,”~~on ~~“possible,”~~Schedule ~~“pending,”~~14A orfiled ~~similar~~with ~~expressions,~~the ~~employ~~Securities ~~such~~and ~~future~~Exchange orCommission ~~conditional~~on ~~verbs~~May ~~as “may~~8,” ~~“might,”~~2026 ~~“will,”~~(the “~~could,”~~Proxy ~~“should,~~Statement”), orwhich ~~“would,”~~summary oris ~~may~~incorporated ~~otherwise~~by bereference ~~indicated~~herein. asThe ~~forward-looking~~foregoing ~~statements~~description byand ~~grammatical~~such ~~construction,~~summary ~~phrasing~~are orqualified ~~context.~~in ~~Such~~their ~~statements~~entirety ~~are~~by ~~based~~reference ~~upon~~to the ~~current~~full ~~beliefs~~text ~~and expectations~~ of ~~Skillsoft’s~~the ~~management~~original ~~and~~2020 ~~are~~Plan, ~~subject~~as toamended ~~significant~~by ~~risks~~the First and ~~uncertainties.~~Second ~~Actual~~Amendments ~~results~~thereto, ~~may~~copies ~~differ~~of ~~materially~~which ~~from~~are ~~those~~attached ~~set~~hereto ~~forth~~as inExhibits ~~the~~99.1, ~~forward-looking statements~~99.2 ~~All~~and ~~forward-looking~~99.3, ~~disclosures~~respectively ~~are~~and ~~speculative~~incorporated herein by ~~their~~reference. ~~nature,~~All ~~and~~executive weofficers ~~caution~~of ~~you~~the ~~against~~Company ~~unduly~~are ~~relying~~eligible onfor ~~these~~awards ~~forward-looking~~under ~~statements~~the 2020 Plan.

~~Factors, many of which are beyond our control, that could cause or contribute to such differences include those described under “Part I -~~ Item 1A 5. Risk Factors” and “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended January 31, 2026 (“2026 Form 10-K”) as well as “Part II – Item 1A07. ~~Risk~~Submission Factors and Item 7. MD&A” in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2026 (“Q1 2027 Form 10-Q”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the 2026 Form 10-K, Q1 2027 Form 10-Q, in this report and in our other periodic filings with the Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this document represent our estimates only as of ~~the~~Matters ~~date of this report and should not be relied upon as representing our estimates as of any subsequent date. While we may elect~~ to ~~update~~a ~~these~~Vote 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 hereof. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of ~~these~~Security ~~assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate~~Holders. Given the significant uncertainties inherent in the forward-looking statements included in this report, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

~~All~~On ~~forward-looking~~June ~~statements~~25, ~~contained~~2026, ~~herein~~the ~~are~~Company ~~expressly~~held the Annual Meeting. The following matters were voted upon at the Annual Meeting: (i) election of three Class II directors to a term of three years each, or until their successors have been elected and qualified; (ii) approval, on an advisory basis, of the compensation of our named executive officers; (iii) approval of the Second Amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder; and (iv) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027. The Company also solicited proxies with respect to the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve the presented proposals or to constitute a quorum (the “Adjournment Proposal”). As a quorum was present, and there were sufficient votes to adopt the other proposals, adjournment of the Annual Meeting was unnecessary and the Adjournment Proposal was not presented to the Company’s stockholders. Each of the proposals is described in ~~their~~greater ~~entirety~~detail byin the ~~foregoing~~Company’s ~~cautionary~~Proxy ~~statements~~Statement.

~~SIGNATURES~~ There were 8,955,077 shares of Common Stock issued and outstanding at the close of business on May 4, 2026, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, there were 7,459,043 shares of Common Stock present in person or by proxy, representing approximately 83.29% of the total outstanding shares of Common Stock as of the Record Date, which constituted a quorum.

A summary of the voting results for each proposal is set forth below.

Proposal No. 1 - Election of Class II Directors:

Name	Votes For	Votes Withheld	Broker Non-Votes
Michael S. Klein	5,903,836	461,485	1,093,722
Denis Nikolaev	6,316,961	48,360	1,093,722
Arthur Gilliland	6,322,093	43,228	1,093,722

Proposal No. 2 – Approval, on an advisory basis, the compensation of our named executive officers

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,491,157	868,427	5,737	1,093,722

Proposal 3: Approval of the Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance thereunder

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,191,165	1,170,074	4,082	1,093,722

Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm:

Votes For	Votes Against	Abstentions	Broker Non-Votes
7,452,117	1,554	5,372	-

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Skillsoft Omnibus Incentive Plan, incorporated herein by reference to Exhibit 10.12 to our Registration Statement on Form S-1/A filed on July 6, 2021
10.2	First Amendment to Skillsoft Corp. 2020 Omnibus Incentive Plan, incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 19, 2024
10.3	Second Amendment to Skillsoft Corp. 2020 Omnibus Incentive Plan, incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement filed on May 6, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

Dated: June 1830, 2026

SKILLSOFT CORP. By: /s/ Ronald W. Kisling Ronald W. KislingChief Financial Officer

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