Warren Denise 4

What Happened
Denise Warren, a director of Barnes & Noble Education, Inc. (BNED), was granted 23,867 restricted stock units (RSUs) on 2026-03-11. The RSUs were issued at a $0.00 purchase price (transaction code A — award/grant). Each RSU represents the contingent right to receive one share of BNED common stock upon vesting; no cash was paid to acquire the award.

Key Details

• Transaction date: 2026-03-11; Form 4 filed 2026-03-13 (filed on time under the two-business-day rule).
• Grant: 23,867 RSUs; price reported $0.00; reported transaction code A (award/grant).
• Vesting: RSUs vest on the earlier of one year from grant or the issuer’s next annual meeting.
• Settlement: Reporting person elected to defer settlement and receipt of the underlying shares per a deferral election (see footnote).
• Shares owned after transaction: Not specified in this filing.
• Footnote: F1 explains these are RSUs (right to receive one share per RSU) and that settlement is deferred.

Context
RSU grants to directors are common as part of compensation and do not involve an immediate cash purchase or sale of stock. Because settlement is deferred, these awards do not currently increase her voting power or necessarily result in immediate share ownership; eventual economic value will depend on BNED’s share price at settlement. This filing is informational and does not, by itself, indicate the director’s view on the company’s stock.