MARTIN WILLIAM C 4

What Happened

• William C. Martin, a reported 10% owner of Barnes & Noble Education (BNED), received an award of 23,867 restricted shares on 2026-03-11. The transaction is reported as a grant/award (code A) at a reported price of $0.00, i.e., these are restricted shares issued as an award rather than an open-market purchase.

Key Details

• Transaction date: 2026-03-11; Form 4 filed: 2026-03-13 (no late filing flag indicated).
• Transaction type: Grant/Award of restricted stock (A); price reported: $0.00.
• Vesting: Shares vest on the earlier of one year from the grant date or the issuer’s next annual meeting of stockholders (footnote F2).
• Shares owned after transaction: Not specified numerically in the filing. Footnotes indicate holdings are held directly and through a wholly‑owned LLC, IRA accounts, and UGMA accounts for minor children (F3, F4).
• Ownership group: Mr. Martin is part of a Section 13(d) group (with Toro 18 Holdings LLC, Immersion, and others) that collectively beneficially owns over 10% of BNED; he disclaims beneficial ownership of securities owned directly by other group members (F1, F5).

Context

• This was an equity award (restricted shares) rather than a purchase or sale. Awards are often part of compensation or shareholder‑group arrangements and do not by themselves indicate an immediate market view. Because the filing shows Mr. Martin as a 10% owner and member of a closely held group, this is institutional/insider ownership reporting rather than routine open‑market trading.