Barnes & Noble Education, Inc.

The sole effect of the Plan Amendment is to increase the total number of shares of common stock issuable under the Plan from 2,179,093 shares to 2,679,093. No other material terms of the Plan will change, and outstanding awards under the Plan will continue in effect in accordance with their terms.

The increase to the number of shares available to grant under the Plan will enable us to better deliver market competitive compensation packages to our employees and continue to attract and retain top talent that is key to the successful execution of our business strategy. The Compensation Committee believes equity compensation is an important component of compensation because it aligns participants’ interests with those of stockholders while conserving cash resources. If we do not increase the number of shares remaining under our Plan, we will not have sufficient shares for future employee grants, thereby significantly impairing our ability to attract and retain top talent.

In determining the proposed number of additional shares to request, the Compensation Committee considered a number of factors, including:

As of July 15, 2026, 148,214 shares reserved for future issuance under the Plan remain. Based on the Company’s current equity grant practices, the Compensation Committee expects the requested increase to provide sufficient shares for approximately two to three years.

If the foregoing Plan Amendment is approved by the Company’s stockholders, it will be effective as of September 24, 2026, the date of such stockholder approval. If the Plan Amendment is not approved by our stockholders, then the Plan will continue in existence in its current state, and will remain in effect until terminated by the Company or until all shares available for awards under the Plan have been granted.