Neumann Christopher 4

What Happened
Christopher Neumann, EVP, General Counsel and Secretary of Barnes & Noble Education (BNED), reported two transactions on 2026-07-10: an award of 4,500 performance-vested stock units (PSUs) (code A) granted at $0 cost, and the sale of 2,785 common shares (code S) for total proceeds of approximately $32,334 (weighted average price $11.61). The sale was performed in a series of trades with prices ranging from $11.51 to $11.98 per share.

Key Details

• Transaction date: 2026-07-10; Form 4 filed 2026-07-14 (timely filed).
• Sale: 2,785 shares disposed, weighted avg. price $11.61, proceeds ≈ $32,334; per footnote sales ranged $11.51–$11.98.
• Award: 4,500 performance units granted (PSUs) at $0 (contingent award; see below).
• Reason for sale: Footnote F2 states shares were sold on vesting of restricted performance stock units to cover applicable withholding taxes (tax-withholding sale).
• Shares owned after the reported transactions: not specified in the provided report.
• Transaction codes: A = award/grant; S = sale; F = tax withholding (sale to cover taxes).

Context
The 4,500 PSUs are performance-vested units that convert to common shares only if BNED’s stock reaches specified price targets and the insider remains employed through the vesting date. The sale of 2,785 shares was used to satisfy tax-withholding obligations on vested awards (a common administrative step) and does not by itself indicate a change in the insider’s view of the company.