BNED 10% Owner William C. Martin Receives Restricted Shares

What Happened William C. Martin, a reporting person who is part of a group that collectively owns over 10% of Barnes & Noble Education (BNED), was granted 17,653 restricted shares on 2026-09-25. The shares were reported as an award/acquisition at $0.00 per share (total reported value $0) and are not an open-market purchase or sale.

Key Details

• Transaction date: 2026-09-25; Form 4 filed: 2026-09-29 (filed within the two-business-day Form 4 deadline for this transaction date).
• Transaction type/code: Award/Grant (A); Shares granted: 17,653; Price reported: $0.00.
• Vesting: These are restricted shares that vest on the earlier of one year from grant or the issuer’s next annual meeting of stockholders (footnote F2).
• Shares owned after transaction: Not specified in this filing.
• Notable footnotes: Reporting Person is part of a Section 13(d) group (Toro 18 Holdings LLC, Immersion Corp., and others) that beneficially owns over 10% (F1); holdings are held directly and through a wholly‑owned LLC, IRA accounts, and UGMA accounts for minor children (F3, F4); Toro 18/Immersion relationships described (F5).

Context This was an equity award (restricted shares) rather than a purchase or sale. Restricted shares are typically subject to vesting and transfer restrictions and are not immediately tradable; such awards reflect compensation or other allocations rather than direct market-driven insider buying. As a member of a >10% ownership group, Martin’s filings reflect both personal holdings and relationships with affiliated entities rather than a routine executive open‑market trade.