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IMMERSION CORP

For the period ended Oct 31, 2025. Filed Apr 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 31, 2025 · Filed Apr 14, 2026

IMMR$6.79+1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-07-31; filed 2026-03-26.

0001193125-26-124580

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-10-31; filed 2026-04-14.

0001193125-26-153417

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 70 previous paragraphs and 86 current paragraphs.

31 unchanged; 27 reworded; 26 added; 12 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 7 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

Restatement of Previously Issued Consolidated Financial Statements

Current report

The following discussion reflects the restatement of the Company’s previously-issued consolidated interim financial information, as disclosed in Note 20. Restatement of Quarterly Financial Information (Unaudited) in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025. Also, see Note 3. Restatement of Previously-Issued Financial Statements in Notes to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q. There have been no additional restatements or revisions to previously issued financial statements since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

Current report

Fixed fee license revenue decreased by $9.9 million in the second quarter of the current year compared to the same period in the prior year, mainly due to an increase in gaming license revenue in the prior year resulting from a one time perpetual license agreement executed in that quarter. Fixed fee license revenue for the six months ended October 31, 2025, decreased by $54.5 million compared to the same period in the prior year, primarily due to three one time perpetual license agreements in gaming and mobility applications executed in the prior year period, with no comparable agreements in the current year period.

Current report

Per-unit royalty revenue increased by $1.6 million in the second quarter of the current year compared to the same period in the prior year, primarily due to stronger seasonal orders from our largest per-unit royalty customer. For the six months ended October 31, 2025, per-unit royalty revenue increased by $1.6 million compared to the same period in the prior year, driven by improved business levels from multiple customers in mobility and other applications.

Current report

For the three months ended October 31, 2025, selling and administrative expenses decreased by $1.2 million compared to the same prior year period primarily due to lower variable compensation.

Current report

For the six months ended October 31, 2025, selling and administrative expenses decreased by $10.9 million compared to the same prior year period due to a decrease of $5.9 million in legal costs associated with the settlement of patent litigation in the prior year, and a $4.2 million decrease in compensation, benefits, and other personnel-related costs.

Current report

The strengths of Barnes & Noble Education’s business include the ability to compete by developing new products and solutions to meet market needs, the large operating footprint with direct access to students and faculty, the well-established, deep relationships with academic partners and stable long-term contracts and the well-recognized brands. Barnes & Noble Education provides product and service offerings designed to address the most pressing issues in higher education, including affordable access, enhanced convenience and improved affordability through innovative course material delivery models designed to drive improved student experiences and outcomes. Barnes & Noble Education offers the BNC First Day® affordable access course material programs, consisting of First Day Complete and First Day, which provide faculty-required course materials on or before the first day of class at below market rates, as compared to the total retail price for the same course materials if purchased separately (a la carte), and students are billed the below market rate directly by the institution as a course charge or included in tuition. These programs have allowed Barnes & Noble Education to reverse historical long-term trends in course materials revenue declines, which has been observed at those schools where such programs have been adopted, and improve predictability of the future results. Barnes & Noble Education is moving quickly to accelerate the BNC First Day® programs strategy. Institutions continued to adopt BNC First Day® programs during the first half of fiscal 2026, and Barnes & Noble Education continues to expand participation across the partner schools.

Current report

Barnes & Noble Education expects to continue to introduce scalable and advanced solutions focused largely on the student and customer experience, expand the e-commerce capabilities and accelerate such capabilities through service providers, Fanatics Retail Group Fulfillment, LLC (“Fanatics”) and Fanatics Lids College, Inc. D/B/A “Lids” (“Lids”) (and together with Fanatics, referred to herein as the “F/L Relationship”), win new accounts, and expand revenue opportunities through strategic relationships. Barnes & Noble Education expects gross comparable store general merchandise sales to increase over the long term, as product assortments continue to emphasize and reflect changing consumer trends, and Barnes & Noble Education evolves the presentation concepts and merchandising of products in stores and online, which is expected to further enhance and accelerate through the F/L Relationship. Fanatics and Lids, acting on Barnes & Noble Education’s behalf as its service providers, provide unparalleled product assortment, e-commerce capabilities and powerful digital marketing tools to drive increased value for customers and accelerate growth of the logo general merchandise business.

Current report

For additional information related to the business of Barnes & Noble Education, see Part I - Item 1. Business in the Annual Report on Form 10-K for the fiscal year ended May 3, 2025, filed with the SEC on December 23, 2025.

Current report

Total revenue was $644.4 million for the three months ended October 31, 2025, consisting of $598.2 million of product and other sales and $46.2 million of rental sales. Total revenue for the comparable prior year period was $602.1 million, including $559.7 million of product and other sales and $42.4 million of rental sales. The $42.3 million increase in revenue was driven primarily by growth in BNC First Day® programs and a net reduction in physical and virtual locations, some of which were closures of underperforming stores that contribute to improved profitability. Gross Comparable Store Sales increased by $20.3 million during the quarter, reflecting a $58.7 million increase in revenue from BNC First Day programs, which helped offset the decline from closed stores.

Current report

Total revenue was $932.6 million for the six months ended October 31, 2025, consisting of $872.4 million of product and other sales and $60.2 million of rental sales. For the period from June 10, 2024 to October 31, 2024, total revenue was $737.2 million, including $689.8 million of product and other sales and $47.4 million of rental sales. The $195.4 million increase in revenue is primarily due to the prior year period being 40 days shorter, which reduced revenue by approximately $118.0 million on a linear basis. The remaining increase reflects higher comparable store sales and new store sales, largely driven by a $91.7 million increase from BNC First Day programs, partially offset by lower sales from closed stores.

Current report

Cost of sales was 80% of total revenue for the three months ended October 31, 2025, compared to 77% for the three months ended October 31, 2024. The increase was driven primarily by higher costs for course materials, including higher markdowns related to closed stores and increased inventory reserves, partially offset by lower contract costs as a percentage of sales due to the shift to digital and First Day models and the non-renewal of lower performing school contracts.

Current report

Cost of sales was also 80% of total revenue for the six months ended October 31, 2025, compared to 77% for the period from June 10, 2024 to October 31, 2024. Product and other cost of sales increased mainly due to higher costs for course materials resulting from higher markdowns, partially offset by lower contract costs as a percentage of sales due to the shift to digital and First Day models and the non renewal of lower performing school contracts. Rental cost of sales increased due to lower rental margin rates, partially offset by lower contract costs as a percentage of sales.

Current report

Selling and administrative expenses were $77.3 million for the three months ended October 31, 2025, an increase of $4.6 million compared to the three months ended October 31, 2024, driven mainly by higher payroll, incentive plan costs, and related operating expenses.

Current report

For the six months ended October 31, 2025, selling and administrative expenses were $145.1 million, an increase of $36.0 million compared to $109.0 million for the period from June 10, 2024 to October 31, 2024. The most significant factor contributing to the year-over-year increase is that the period from June 10, 2024 to October 31, 2024 was 40 days shorter, resulting in approximately $30.0 million lower expenses on a linear basis. The remaining increase is primarily attributable to higher payroll, incentive plan costs, and related operating expenses.

Current report

Barnes & Noble Education depreciation and amortization expense consists primarily of depreciation of property and equipment and amortization of intangible assets.

Current report

Depreciation and amortization expense was $10.5 million for the three months ended October 31, 2025, an increase of $1.1 million compared to the three months ended October 31, 2024, driven mainly by capital additions and accelerated intangible amortization related to closed stores.

Current report

Depreciation and amortization expense was $20.9 million for the six months ended October 31, 2025, an increase of $6.2 million compared to $14.7 million for the period from June 10, 2024 to October 31, 2024. The primary factor contributing to the increase is that the period from June 10, 2024 to October 31, 2024 was 40 days shorter, resulting in approximately $5.9 million of lower depreciation and amortization expense calculated on a linear basis.

Current report

During the three months ended October 31, 2025, Barnes & Noble Education recognized restructuring and other charges of $4.3 million, primarily related to investigation costs. During the three months ended October 31, 2024, restructuring and other charges were not material.

Current report

Interest and other income (expense), net increased by $1.0 million for the three months ended October 31, 2025, compared to the same period in the prior year, driven primarily by net gains of $1.9 million from marketable equity securities and derivative instruments, partially offset by a $0.9 million decrease in interest income. For the six months ended October 31, 2025, interest and other income (expense), net decreased by $2.0 million compared to the same period in the prior year, primarily reflecting a $1.8 million decline in interest income due to lower invested balances in fixed‑income securities and lower interest rates.

Current report

Interest expense primarily reflects interest charges on Barnes & Noble Education’s credit facility. Interest expense decreased by $1.6 million for the three months ended October 31, 2025, compared to the prior year period, primarily due to lower borrowings and lower interest rates. For the six months ended October 31, 2025, interest expense decreased by $1.1 million compared to the period from June 10, 2024 to October 31, 2024, also due to lower borrowings and lower interest rates.

Current report

Net cash provided by operating activities was $9.0 million for the six months ended October 31, 2025, an increase of $73.0 million compared to the six months ended October 31, 2024. The increase was primarily driven by Barnes & Noble Education’s timing of payments to vendors for inventory purchases, partially offset by higher accounts and other receivables, higher merchandise inventories, and lower net income.

Current report

Net cash provided by investing activities was $36.1 million for the six months ended October 31, 2025, an increase of $40.4 million compared to the six months ended October 31, 2024. The increase was primarily driven by the absence of business acquisitions in the current period and lower purchases of marketable and other investments, partially offset by lower proceeds from sales or maturities of marketable securities and other investments.

Current report

Net cash provided by financing activities was $14.3 million for the six months ended October 31, 2025, a decrease of $66.4 million compared to the six months ended October 31, 2024. The decrease was primarily driven by less proceeds from borrowings under Barnes & Noble Education’s credit facility.
Removed paragraphs (12)

Previous report

Fixed fee license revenue decreased in the first quarter of the current year by $44.6 million, compared to the comparable period of the prior year, primarily due to a decrease in mobility license revenue as a result of the one-time perpetual license agreements entered in the first quarter of the prior year.

Previous report

Per-unit royalty revenue remained relatively flat for the three months ended July 31, 2025, compared to the three months ended July 31, 2024.

Previous report

Selling and administrative expenses decreased $9.7 million in the three months ended July 31, 2025 as compared to the three months ended July 31, 2024 primarily due to a $3.5 million decrease in compensation, benefits and other personnel related costs, as well as a $5.6 million decrease in legal costs. The decrease in compensation, benefits and other personnel related costs is largely attributable to a decrease in variable compensation. The decrease in legal costs was primarily due to expenses incurred in the prior-year period related to the settlement of patent litigation that did not recur in the current period.

Previous report

Total revenue was $288.2 million during the three months ended July 31, 2025, primarily consisting of $274.2 million product and other sales and $14.0 million of rental sales. Total revenue was $135.1 million during the period from June 10, 2024, to July 31, 2024, primarily consisting of $130.1 million product and other sales and $4.9 million of rental sales. The largest factor impacting the increase in revenues of $153.1 million in the first quarter of the current year compared to the prior year period of June 10, 2024 to July 31, 2024 is that the prior year period had 41 fewer lower days (approximately 45% shorter), representing approximately $118 million of lower revenues calculated on a linear basis. The remaining revenue increase in the current year first quarter revenue from the prior year period is primarily due to growth in the BNC First Day programs of $33 million.

Previous report

Barnes & Noble Education depreciation and amortization expense consisted primarily of depreciation and amortization expense for property and equipment and intangible assets. Depreciation and amortization in the first quarter of the current year was $10.4 million or $5.1 million higher than the prior year period of June 10, 2024 to July 31, 2024 expenses of $5.3 million. The largest factor impacting the increase in depreciation and amortization in the first quarter of the current year compared to the prior year period, is that the prior year period had 41 fewer days (approximately 45% shorter), representing approximately $5.9 million of lower estimated depreciation and amortization expenses calculated on a linear basis. The remaining estimated net decrease in the first quarter of the current year depreciation and amortization is primarily due closed stores and lower capital additions partially offset by additional depreciation based on the third-party valuation of the fair value of the property and equipment. The fair value as of the Closing Date reflects a step-up in basis due to the highly depreciable nature of the property and equipment.

Previous report

Interest and other income (expense), net decreased $3.0 million during the three months ended July 31, 2025, compared to the three months ended July 31, 2024, primarily due to net gains for the three months ended July 31, 2024 from investments in marketable equity securities and derivative instruments and a $0.3 million increase in interest income.

Previous report

Interest expense, interest expenses primarily consisted of interest charges related to Barnes & Noble Education’s credit facility. Interest expense decreased primarily due to the June 10, 2024 debt financing transaction, lower borrowings, and lower interest rates.

Previous report

Net cash provided by (used in) operating activities was $(61.7) million for the three months ended July 31, 2025, a $52.7 million decrease compared to the three months ended July 31, 2024. This cash decrease was primarily due to the timing of payables to vendors for inventory purchases and expenses, offset by increase in Textbook inventory in preparation for Fall rush.

Previous report

Net cash provided by (used in) investing activities was $9.2 million for the three months ended July 31, 2025, an increase of $27.7 million compared to the prior year period, primarily due to the absence of business acquisitions in the current period.

Previous report

Net cash provided by (used in) financing activities during the three months ended July 31, 2025 was $65.4 million primarily consisting of $163.3 million proceeds from borrowing under Barnes & Noble Education's credit facility and $96.4 million in debt repayment and $1.5 million in shares withheld for payroll taxes.
Reworded paragraphs (27)

Previous wording

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results could differ materially from those projected in the forward-looking statements, and therefore, we caution you not to place undue reliance on these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risk factors contained under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, as amended on March 13, 2026, Part I, Item 1A, “Risk Factors” in Barnes & Noble Education’s Annual Report on Form 10-K for the fiscal year ended May 2, 2025 filed with the SEC on December 23, 2025, and in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q.

Current wording

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside our control. Actual results could differ materially from those projected in the forward-looking statements, and therefore, we caution you not to place undue reliance on these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risk factors contained under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, as amended on March 13, 2026, Part I, Item 1A, “Risk Factors” in Barnes & Noble Education’s Annual Report on Form 10-K for the fiscal year ended May 2, 2025 filed with the SEC on December 23, 2025, and in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q.

Previous wording

The financial information presented in this Quarterly Report on Form 10-Q includes the financial information of Barnes & Noble Education for the 13 weeks ended August 2, 2025.

Current wording

The financial information presented in this Quarterly Report on Form 10-Q includes the financial information of Barnes & Noble Education for the 26 weeks ended November 1, 2025 and for the period from June 10, 2024 to October 31, 2024.

Previous wording

A summary of our results of operation for the three months ended July 31, 2025, and July 31, 2024, is as follows (in thousands, except for percentages):

Current wording

The following is a summary of our results of operation for the three and six months ended October 31, 2025 and 2024 (in thousands, except for percentages):

Previous wording

Immersion revenue is primarily derived from fixed fee license agreements and per-unit royalty agreements. Royalty and license revenue is composed of per unit royalties earned based on usage or net sales by licensees and fixed payment license fees charged for our IP and software.

Current wording

Immersion revenue is generated primarily from fixed fee license agreements and per-unit royalty agreements. Royalty and license revenue consists of per-unit royalties earned based on usage or net sales by licensees and fixed license fees for our IP and software.

Previous wording

Geographically, revenues generated in Asia, North America, and Europe for the three months ended July 31, 2025 represented 68%, 5%, and 27%, respectively, of our total revenue as compared to 98%, 0%, and 2%, respectively, for the three months ended July 31, 2024. Revenue varies significantly from period to period due to the timing and geographic location of the company that executes the agreements.

Current wording

For the three months ended October 31, 2025, revenues generated in Asia, North America, and Europe represented 77%, 21%, and 2% of total revenue, respectively, compared to 90%, 5%, and 5% for the prior year period. For the six months ended October 31, 2025, revenues generated in Asia, North America, and Europe represented 73%, 25%, and 2% of total revenue, respectively, compared to 96%, 3%, and 1% in the prior year period. Revenue can vary significantly from period to period due to the timing and geographic location of the contracting entity.

Previous wording

A summary of operating expenses for the three months ended July 31, 2025 and July 31, 2024, is as follows (in thousands, except for percentages):

Current wording

The following is a summary of operating expenses for the three and six months ended October 31, 2025 and 2024 (in thousands, except for percentages):

Previous wording

Selling and administrative expenses - Our selling and administrative expenses primarily consisted of employee compensation and benefits including stock-based compensation, legal and other professional fees, external legal costs for patents, office expense, travel, and facilities costs.

Current wording

Selling and administrative expenses primarily consist of employee compensation and benefits (including stock‑based compensation), legal and other professional fees, external patent related legal costs, office expenses, travel, and facilities costs.

Previous wording

Barnes & Noble Education is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. Barnes & Noble Education is also a textbook wholesaler, and bookstore management hardware and software provider. Barnes & Noble Education operates 1,143 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.

Current wording

Barnes & Noble Education is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. Barnes & Noble Education is also one of the largest textbook wholesalers, and inventory management hardware and software providers. Barnes & Noble Education operates 1,128 physical and virtual bookstores, delivering essential educational content and general merchandise within a dynamic omnichannel retail environment.

Previous wording

The Barnes & Noble brand (licensed from Barnes & Noble Education’s former parent) along with its subsidiary brands, BNC and MBS, are synonymous with innovation in bookselling and campus retailing, and are widely recognized and respected brands in the United States. Barnes & Noble Education's large college footprint, reputation, and credibility in the marketplace not only support its marketing efforts to universities, students, and faculty, but are also important to its relationship with leading publishers who rely on Barnes & Noble Education as one of their primary distribution channels.

Current wording

The Barnes & Noble brand (licensed from Barnes & Noble Education’s former parent) along with the subsidiary brands, BNC and MBS, are synonymous with innovation in bookselling and campus retailing, and are widely recognized and respected brands in the United States. Barnes & Noble Education’s large college footprint, reputation, and credibility in the marketplace not only support the marketing efforts to universities, students, and faculty, but are also important to the relationship with leading publishers who rely on Barnes & Noble Education as one of their primary distribution channels.

Previous wording

A summary of Barnes & Noble Education’s results of operations for the three months ended July 31, 2025 and for the period from June 10, 2024 to July 31, 2024, is as follows (in thousands):

Current wording

The following is a summary of Barnes & Noble Education’s results of operations for the three months ended October 31, 2025 and 2024, the six months ended October 31, 2025, and for the period from June 10, 2024 to October 31, 2024 (in thousands):

Previous wording

Barnes & Noble Education cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to its college and university contracts and other facility related expenses. The cost of sales for the first quarter of the current year was 81% of total revenue which was flat with the cost of sales for the prior year period of June 10, 2024 to July 31, 2024 also at 81%. of total revenue.

Current wording

Barnes & Noble Education cost of sales primarily includes costs such as merchandise costs, textbook rental amortization, warehouse costs related to inventory management and order fulfillment, insurance, certain payroll costs, and management service agreement costs, including rent expense, related to its college and university contracts and other facility related expenses.

Previous wording

Barnes & Noble Education selling and administrative expenses consist primarily of employee payroll and store operating expenses. Selling and administrative expenses also include long-term incentive plan compensation expense and general office expenses, such as merchandising, procurement, field support, and finance and accounting. The selling and administrative expenses in the first quarter of the current year were $67.8 million or $31.5 million higher than the prior year period of June 10, 2024 to July 31, 2024 expenses of $36.3 million. The largest factor impacting the significant increase in selling and administrative expenses in the first quarter of the current year compared to the prior year period is that the prior year period had 41 fewer days (approximately 45% shorter) representing approximately $30 million of lower expenses calculated on a linear basis. The remaining higher selling and administrative expenses in the first quarter of the current year compared to the prior year period is primarily due to an increase in employee incentive plan expenses partially off set by lower payroll and related operating expenses.

Current wording

Barnes & Noble Education selling and administrative expenses primarily consist of employee payroll and store operating expenses. These expenses also include long-term incentive compensation and general office costs such as merchandising, procurement, field support, and finance and accounting.

Previous wording

During the three months ended July 31, 2025, Barnes & Noble Education recognized restructuring and other charges totaling $2.9 million comprised of investigation-related and impairment costs. During the three months ended July 31, 2024, Barnes & Noble Education recognized restructuring and other charges totaling $5.0 million, comprised primarily of $2.0 million of severance primarily related to the resignation of the former Chief Executive Officer on June 11, 2024, $1.1 million related to severance and other employee termination and benefit costs associated with elimination of various positions as part of cost reduction initiatives and $0.5 million for legal and advisory professional service costs for restructuring and process improvements and other charges. Barnes & Noble Education recognized an increase to additional paid in capital on the Condensed Consolidated Balance Sheet for the reimbursement of the former Chief Executive Officer severance from VitalSource (a principal stockholder) as part of the June 10, 2024 financing transactions.

Current wording

Restructuring and other charges totaled $7.2 million for the six months ended October 31, 2025, consisting primarily of $5.6 million of investigation related costs and impairment charges. For the period from June 10, 2024 to October 31, 2024, restructuring and other charges were $5.1 million, primarily consisting of $2.0 million of severance related to the resignation of the former Chief Executive Officer on June 11, 2024, $1.1 million of severance and other employee termination and benefit costs associated with cost reduction initiatives, and $0.5 million of legal and advisory fees related to restructuring, process improvements, and other charges.

Previous wording

A summary of consolidated interest and other income (expense), net, interest expense, and income taxes for the three months ended July 31, 2025 and July 31, 2024 are as follows (in thousands, except for percentages):

Current wording

A summary of consolidated interest and other income (expense), net, interest expense, and income taxes for the three and six months ended October 31, 2025 and 2024 are as follows (in thousands, except for percentages):

Previous wording

Interest and other income (expense), net - Interest and other income (expense), net consists primarily of interest and dividend income from cash and cash equivalents and marketable debt and equity securities, realized and unrealized gains (losses) on our marketable equity securities, and derivative instruments and realized gains (losses) on our marketable debt securities.

Current wording

Interest and other income (expense), net consists primarily of interest and dividend income on cash and cash equivalents and marketable debt and equity securities, realized and unrealized gains and losses on marketable equity securities and derivative instruments, and realized gains and losses on marketable debt securities.

Previous wording

Provision for income taxes for the three months ended July 31, 2025 resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate. We maintain no valuation allowance against our U.S. federal deferred tax assets and maintain valuation allowance against certain U.S. state and Canadian federal deferred tax assets. The estimated effective tax rate was mainly driven by higher U.S. taxable income which was a result of higher U.S. passive income.

Current wording

Income tax benefit (expense) for the three months ended October 31, 2025, resulted primarily from estimated domestic and foreign taxes included in the calculation of the effective tax rate. We maintain no valuation allowance against our U.S. federal deferred tax assets and maintain valuation allowance against certain U.S. state and Canadian federal deferred tax assets. The estimated effective tax rate was mainly driven by higher U.S. taxable income which was a result of higher U.S. passive income.

Previous wording

The year-over-year change in provision for income taxes resulted primarily from the change in income from continuing operations across various tax jurisdictions.

Current wording

The year-over-year change in Income tax benefit (expense) resulted primarily from the change in income from continuing operations across various tax jurisdictions.

Previous wording

We also maintain liabilities for uncertain tax positions. As of July 31, 2025, we had unrecognized tax benefits under ASC 740 Income Taxes of approximately $13.3 million, of which $11.7 million could be payable in cash. In addition, interest and penalty of $1.0 million could also be payable in cash in relation to unrecognized tax benefits. The total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, is $12.7 million. We account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect to have any significant changes to unrecognized tax benefits during the next twelve months.

Current wording

We also maintain liabilities for uncertain tax positions. As of October 31, 2025, we had unrecognized tax benefits under ASC 740 Income Taxes of approximately $13.3 million, of which $11.7 million could be payable in cash. In addition, interest and penalty of $1.3 million could also be payable in cash in relation to unrecognized tax benefits. The total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, is $13.0 million. We account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect to have any significant changes to unrecognized tax benefits during the next twelve months.

Previous wording

Barnes & Noble Education recorded an income tax benefit of $8.6 million on pre-tax loss of $26.9 million during the three months ended July 31, 2025, which represented an effective income tax rate of 32.1%.

Current wording

Barnes & Noble Education recorded an income tax expense of $1.8 million on pre-tax income of $4.9 million during the six months ended October 31, 2025, which represented an effective income tax rate of 36.2%.

Previous wording

Cash, cash equivalents, and investments-current -As of July 31, 2025, our cash, cash equivalents, and investments-current totaled $167.5 million, a $6.1 million increase from $161.4 million on April 30, 2025. In addition, as of July 31, 2025, we had restricted cash of $15.0 million.

Current wording

Cash, cash equivalents, and investments–current– As of October 31, 2025, our cash, cash equivalents, and investments – current totaled $186.7 million, a $25.3 million increase from $161.4 million on April 30, 2025. In addition, as of October 31, 2025 and April 30, 2025, we had restricted cash of $24.7 million and $19.7 million, respectively.

Previous wording

A summary of select cash flow information for the three months ended July 31, 2025 and July 31, 2024 are as follows (in thousands):

Current wording

The following is select cash flow information for the six months ended October 31, 2025 and 2024 (in thousands):

Previous wording

Cash provided by (used in) operating activities - Our operating activities primarily consists of net income adjusted for certain non-cash items including depreciation and amortization, stock-based compensation expense, loss on disposal of property and equipment, deferred income taxes, net (gains) losses on investments in marketable securities, and the effect of changes in operating assets and liabilities.

Current wording

Cash provided by (used in) operating activities - Our operating activities primarily consist of net income adjusted for certain non-cash items including depreciation and amortization, stock-based compensation expense, loss on disposal of property and equipment, deferred income taxes, net (gains) losses on investments in marketable securities, and the effect of changes in operating assets and liabilities.

Previous wording

Cash provided by (used in) investing activities - Our investing activities primarily consist of purchases of marketable securities and other investments and proceeds from disposal of marketable securities and other investments; proceeds from issuance of derivative instruments; payments made to settle derivative instruments; and purchases of property and equipment.

Current wording

Cash provided by (used in) investing activities – Investing activities primarily include purchases and sales of marketable securities and other investments, proceeds from and settlements of derivative instruments, and purchases of property and equipment.

Previous wording

Cash provided by (used in) financing activities - Our financing activities primarily consist of payments of dividend, proceeds from and repayments of credit facility and cash paid for repurchases of our common stock.

Current wording

Cash provided by (used in) financing activities –Financing activities primarily include dividend payments, borrowings and repayments under our credit facility, and repurchases of our common stock.

Previous wording

Total cash, cash equivalents, and short-term investments were $167.5 million as of July 31, 2025 of which approximately 20%, or $33.1 million, was held by our foreign subsidiaries and subject to repatriation tax effects.

Current wording

Total cash, cash equivalents, and short‑term investments were $186.7 million as of October 31, 2025, of which approximately 9%, or $16.7 million, was held by foreign subsidiaries and may be subject to repatriation tax effects.

Previous wording

During the three months ended July 31, 2025, the Company did not purchase shares under the stock repurchase program. As of July 31, 2025, the Company had $40.6 million available for repurchase under the December 2022 Stock Repurchase Program.

Current wording

During the three and six months ended October 31, 2025, the Company did not purchase shares under the stock repurchase program. As of October 31, 2025, the Company had $40.6 million available for repurchase under the December 2022 Stock Repurchase Program.

Previous wording

See Note 2. Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements for information regarding the effect of new accounting pronouncements on our financial statements.

Current wording

See Note 2. Basis of Presentation and Summary of Significant Accounting Policies of the Notes to the Condensed Consolidated Financial Statements for information regarding the effect of new accounting pronouncements on our financial statements.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

BNC First Day® Affordable Access Course Material Programs

Current report — wording carried from elsewhere

Barnes & Noble Education recognized an increase to additional paid-in capital for the reimbursement of its former Chief Executive Officer’s severance by VitalSource, a principal stockholder, as part of the June 10, 2024 financing transactions.