Skillsoft Corp.
For the period ended Jan 31, 2026. Filed Apr 7, 2026.
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FY2026 · Filed Apr 7, 2026
SKIL$3.11-7.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| (a) | 1. Financial Statements |
|---|
See the Index to Financial Statements in Part II, Item 8 of this Annual Report
| 2. | Financial Statement Schedules. |
All Financial Statement Schedules have been omitted since they are either not required, not applicable, or the information is otherwise included in the Consolidated Financial Statements or notes thereto included in this Annual Report.
(b).Exhibits.
The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings.
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger dated as of October 12, 2020, by and between Churchill Capital Corp II and Software Luxembourg Holding S.A. | 8-K | 001-38960 | 2.1 | 10/16/2020 |
| 2.2 | Stock Purchase Agreement, dated as of June 12, 2022, by and among Skillsoft Corp., Skillsoft (US) Corporation, Amber Holding Inc., and Cornerstone OnDemand, Inc. | 8-K | 001-38960 | 2.1 | 6/13/2022 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., as amended | 10-K | 001-38960 | 3.1 | 4/15/2024 |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., dated July 21, 2023 | 8-K | 001-38960 | 3.1 | 7/24/2023 |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., dated September 29, 2023 | 8-K | 001-38960 | 3.1 | 9/29/2023 |
| 3.4 | Amended and Restated Bylaws of Skillsoft Corp. | 8-K | 001-38960 | 3.2 | 6/17/2021 |
| 4.1 | Description of Securities | 10-K | 001-38960 | 4.1 | 4/15/2024 |
| 4.2 | Specimen Class A Common Stock Certificate | 10-K | 001-38960 | 4.2 | 4/14/2023 |
| 4.3 | Warrant Agreement, dated June 11, 2021, between Continental Stock Transfer & Trust Company and Churchill Capital Corp II, including Specimen Warrant Certificate | 8-K | 001-38960 | 4.3 | 6/17/2021 |
| 10.1 | Credit Agreement, dated as of July 16, 2021, by and among Skillsoft Finance II, Skillsoft Finance I, Inc., the lenders party thereto and Citibank, N.A. | 8-K | 001-38960 | 10.1 | 7/19/2021 |
| 10.2 | Amendment No. 1 to Credit Agreement, dated as of April 4, 2022, by and among Skillsoft Finance II, Inc., as borrower, the other credit parties party thereto, the lenders party thereto and Citibank, N.A., as administrative agent | 8-K | 001-38960 | 10.1 | 4/5/2022 |
| 10.3 | Stockholders Agreement, dated as of October 12, 2020, by and among Churchill Capital Corp II, Churchill Sponsor II LLC and the Founder Holder | 8-K | 001-38960 | 10.1 | 10/16/2020 |
| 10.4 | Subscription Agreement, dated as of October 12, 2020, by and among Churchill Capital Corp II, Churchill Sponsor II LLC and MIH Ventures B.V. | 8-K | 001-38960 | 10.4 | 10/16/2020 |
| 10.5 | Amended and Restated Registration Rights Agreement, dated as of October 12, 2020, by and among Churchill Capital Corp II, Churchill Sponsor II LLC, Software Luxembourg Holding S.A. and the Holders | 8-K | 001-38960 | 10.2 | 10/16/2020 |
| 10.6 | Registration Rights Agreement, dated as of April 4, 2022, by and among Skillsoft Corp. and certain security holders named therein | 8-K | 001-38960 | 10.2 | 4/5/2022 |
| 10.7# | Second Amended and Restated Employment Agreement, dated as of December 3, 2023, by and between Jeffrey R. Tarr and Skillsoft Corp. | 10-Q | 001-38960 | 10.7 | 12/5/2023 |
| 10.8# | Offer Letter by and between Skillsoft Corp. and Richard Walker dated as of October 10, 2022 | 8-K | 001-38960 | 10.2 | 10/11/2022 |
| 10.9# | Term Sheet for Employment Agreement with Apratim Purakayastha, dated May 15, 2021 | 10-Q | 001-38960 | 10.4 | 6/9/2022 |
| 10.10# | Form of Indemnity Agreement for Directors and Officers | 10-Q | 001-38960 | 10.14 | 9/14/2021 |
| 10.11# | Skillsoft Corp. 2020 Omnibus Incentive Plan | S-1/A | 333-257718 | 10.12 | 7/6/2021 |
| 10.12# | Form of Restricted Stock Unit Award Agreement (Time based) | 10-Q | 001-38960 | 10.24 | 9/14/2021 |
| 10.13# | Form of Restricted Stock Unit Award Agreement (Performance-Based) (FY2022 Grants) | 10-Q | 001-38960 | 10.25 | 9/14/2021 |
| 10.14# | Restricted Stock Unit Award Agreement, dated as of June 11, 2021, by and between Skillsoft Corp. and Jeffrey R. Tarr | 10-Q | 001-38960 | 10.26 | 9/14/2021 |
| 10.15# | Form of Option Award Agreement | 10-Q | 001-38960 | 10.27 | 9/14/2021 |
| 10.16# | Option Award Agreement, dated as of June 11, 2021, by and between Skillsoft Corp. and Jeffrey R. Tarr | 10-Q | 001-38960 | 10.28 | 9/14/2021 |
| 10.17# | Form of Non-Employee Director Restricted Stock Unit Award Agreement | 10-K | 001-38960 | 10.19 | 4/14/2023 |
| 10.18# | Form of Restricted Stock Unit Award Agreement (Performance-Based) | 10-K | 001-38960 | 10.20 | 4/14/2023 |
| 10.19# | First Amendment to Skillsoft Corp. 2020 Omnibus Incentive Plan | 8-K | 001-38960 | 10.1 | 7/19/2024 |
| 10.20# | Form of Transition Award Agreement | 8-K | 001-38960 | 10.1 | 7/26/2024 |
| 10.21# | Transition and Separation Agreement dated May 23, 2024, between Jeffery Tarr and Skillsoft Corp | 10-Q | 001-38960 | 10.1 | 9/9/2024 |
| 10.22# | Letter Agreement to Serve as Chair and CEO dated September 4, 2024, between Ronald W. Hovsepian and Skillsoft Corp | 10-Q | 001-38960 | 10.4 | 9/9/2024 |
| 10.23# | Restricted Stock Unit Award Agreement, dated as of October 4, 2024, by and between Skillsoft Corp. and Ronald W. Hovsepian | 10-K | 001-38960 | 10.23 | 4/14/2025 |
| 10.24# | CEO Form of RSU Award Agreement (FY26) | 10-Q | 001-38960 | 10.5 | 9/9/2025 |
| 10.25# | CEO Form of PSU Award Agreement (FY26) | 10-Q | 001-38960 | 10.6 | 9/9/2025 |
| 10.26# | Form of Restricted Stock Unit Award Agreement (Performance-Based) (FY26) | 10-K | 001-38960 | 10.24 | 4/14/2025 |
| 10.27# | Amended and Restated Offer Letter by and between Skillsoft Corp. and John Frederick, dated May 15, 2025 | 8-K | 001-38960 | 10.1 | 5/20/2025 |
| 10.28# | Letter Agreement by and between Skillsoft Corp. and Rich Walker, dated May 15, 2025 | 8-K | 001-38960 | 10.2 | 5/20/2025 |
| 10.29# | Separation Agreement between the Company and Jose Torres | 10-Q | 001-38960 | 10.3 | 6/9/2025 |
| 10.30*# | Form of Non-Employee Director Restricted Stock Unit Award Agreement (1-year) | ||||
| 10.31*# | Form of Non-Employee Director Restricted Stock Unit Award Agreement - New Director (3-year) | ||||
| 10.32*# | Offer Letter by and between Skillsoft Corp. and Bernard Barbour dated as of December 8, 2025 | ||||
| 10.33*# | Offer Letter by and between Skillsoft Corp. and Scott Semel dated as of November 17, 2025 | ||||
| 10.34*# | Offer Letter by and between Skillsoft Corp. and Matthew Glitzer dated as of April 10, 2023 | ||||
| 10.35*# | Amendment to Offer Letter by and between Skillsoft Corp. and Matthew Glitzer as amended on April 7, 2026 | ||||
| 10.36*# | Form of Restricted Stock Unit Award Agreement (Performance-Based) (FY27) | ||||
| 19.1 | Insider Trading Policy | 10-K | 001-38960 | 19.1 | 4/14/2025 |
| 21.1* | List of Subsidiaries | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm | ||||
| 31.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | ||||
| 31.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | ||||
| 32.1‡ | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2‡ | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1 | Skillsoft Corp. Incentive Compensation Clawback Policy | 10-K | 001-38960 | 97.1 | 4/15/2024 |
| 101.INS* | Inline XBRL Instance Document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) | ||||
- Filed herewith.
‡ Furnished herewith.
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