Barnes & Noble Education (BNED) risk factors, FY2026 10-K

Risks Relating to our Business and Industry

1. 01We are dependent upon access to the capital markets, bank credit facilities, and short-term vendor financing for liquidity needs
2. 02We face significant competition for our products and services, and we expect such competition to increase
3. 03Index to Form 10-K Index to FS
4. 04Our business depends on our ability to attract and retain talented employees, including senior management
5. 05We may not be able to enter into new managed bookstore contracts or successfully retain or renew our managed bookstore contracts on profitable terms
6. 06We face the risk of disruption of supplier relationships
7. 07We face the risk of fluctuating inventory supplies as a consequence of changes in the way publishers distribute course materials
8. 08Our wholesale business may not be able to manage its inventory levels effectively, which may lead to excess inventory or inventory obsolescence
9. 09Shipping is a critical part of our business and changes in, or disruptions to, our shipping arrangements have in the past and may in the future adversely affect our business, financial condition and results of operations
10. 10Any future pandemic, epidemic or outbreak of an infectious disease may also continue to adversely affect workforces and supply chains globally, potentially impacting the operations of our third-party shipping providers, which could negatively impact our business and results of operations
11. 11Our business is dependent on the overall economic environment, college enrollment and consumer spending patterns
12. 12Tariffs or other restrictions placed on imports, and any ensuing trade wars may have a material adverse impact on our financial condition and results of operations
13. 13Our business is seasonal
14. 14Our international operations could result in additional risks

Risks Relating to our Strategic Plan

1. 15Our results also depend on the successful implementation of our strategic initiatives, including implementation of our BNC First Day® affordable access course material models. We may not be able to implement this strategy successfully, on a timely basis, or at all
2. 16We intend to offer new products and solutions to students to grow our business. If our efforts are not successful, our business and financial results would be adversely affected

Risks Relating to Data Privacy, Information Technology and Cybersecurity

1. 17We face potential data privacy and information security risks with respect to unencrypted, non-deidentified personal information
2. 18Our business is subject to a variety of domestic and international laws, rules, policies and other obligations regarding data protection
3. 19Computer malware, viruses, hacking and phishing attacks could harm our business and results of operations
4. 20Defects, errors, installation difficulties or performance issues with our point-of-sales and other systems could expose us to potential liability, harm our reputation and negatively impact our business
5. 21We rely upon third party web service providers to operate certain aspects of our service, and any disruption of or interference with such services would impact our operations and our business would be materially and adversely impacted
6. 22software and computer systems so as to utilize data processing, storage capabilities, and other services provided by AWS and other providers
7. 23Any disruption of or interference with our use of AWS or other third-party service providers would impact our operations and our business would be materially and adversely impacted

Risks Relating to Applicable Laws and Regulations

1. 24Laws and regulations have been and may be enacted in the future that restrict or prohibit the use of emails or similar marketing activities that we currently rely on
2. 25Our business could be impacted by changes in federal, state, local or international laws, rules or regulations
3. 26Recent actual and proposed federal policy changes and enforcement practices could negatively impact college students, and our client educational institutions
4. 27Changes in tax laws and regulations might adversely impact our businesses or financial performance
5. 28Expectations regarding environmental, social, and governance matters may affect our business

Risks Relating to Intellectual Property

1. 29We rely on third-party digital content and applications, which may not be available to us on commercially reasonable terms or at all
2. 30We rely heavily on proprietary technology and sophisticated equipment to manage certain aspects of our business, including to manage textbook inventory, process deliveries and returns of the textbooks and manage warehousing and distribution
3. 31We may not be able to adequately protect our intellectual property rights or may be accused of infringing upon intellectual property rights of third parties
4. 32misappropriating our proprietary rights. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights
5. 33We do not own the Barnes & Noble trademark and instead rely on a license of that trademark and certain other trademarks, which license imposes limits on what those trademarks can be used to do

Risks Related to Controls and Procedures and the Investigation

1. 34management concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as of May 2, 2026
2. 35If we fail to maintain proper and effective internal controls, our business and financial condition could be materially adversely impacted
3. 36Due to inherent limitations, there can be no assurance that our system of disclosure and internal controls and procedures will be successful in preventing all errors, theft and fraud, or in informing management of all material information in a timely manner
4. 37Matters relating to or arising from the subject of the Investigation, including expenses and diversion of personnel and resources, regulatory investigations, and proceedings and litigation matters, could have an adverse effect on our business, results of operations and financial condition
5. 38steps we take to remediate deficiencies in our internal controls over financial reporting are not successfully identified and implemented, we may incur significant additional time and expense
6. 39We may incur additional substantial costs in connection with remediation efforts following the Restatement, which could adversely affect our results of operations
7. 40We may be required to indemnify our current and former directors, officers and employees in connection with litigation and other actions which could result in significant legal expenses and other costs to us
8. 41Our past failure to prepare and timely file our periodic reports with the SEC limits our access to the public markets to raise debt or equity capital, may impact our ability to obtain alternative financing, and could have negative consequences under the terms of our existing credit agreements

Risks Relating to our Common Stock and the Securities Market

1. 42As of May 2, 2026, Immersion Corporation (“Immersion”) and VitalSource own 32.9% and 9.5%, respectively, of the Company’s outstanding shares of Common Stock
2. 43members. However, Immersion through its stock ownership may have significant influence over the election of all Board members, inclusive of the independent directors
3. 44The future sales, or the perception of future sales, of shares by existing stockholders may adversely affect the market price of our Common Stock
4. 45Our stock price may fluctuate significantly
5. 46Provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws and of Delaware law may prevent or delay an acquisition of the Company, which could affect the trading price of our Common Stock
6. 47In addition, Section 203 of the General Corporation Law of the State of Delaware, or the DGCL, may affect the ability of an “interested stockholder” to engage in certain business combinations, for a period of three years following the time that the stockholder becomes an “interested stockholder”