Skillsoft Corp.
For the period ended Jun 25, 2026. Filed May 8, 2026.
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Jun 25, 2026 · Filed May 8, 2026
Contents
PROXY STATEMENT SUMMARY
Our Board is furnishing this Proxy Statement to solicit your proxy for the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of Skillsoft Corp. (the “Company”, “Skillsoft”, “we”, or “our”). On or about May 8, 2026, we are mailing to holders of our Class A Common Stock, par value $0.0001 per share (“common stock”) of record at the close of business on May 4, 2026 (the “record date”) a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions on how to access our Proxy Materials and vote via the Internet, by telephone, or by mail. Our Proxy Materials consist of the Notice of Annual Meeting, this Proxy Statement and Proxy Card, and our Annual Report to Stockholders for the fiscal year ended January 31, 2026 (“Annual Report”).
This summary highlights information that is contained elsewhere in this Proxy Statement, and provides context related to the matters to be voted on at the Annual Meeting. It does not include all information necessary to make a voting decision and you should read this Proxy Statement in its entirety before casting your vote. Note that throughout this Proxy Statement: (i) “fiscal 2026” and “fiscal 2025” refers to the Company’s fiscal year ended January 31, 2026, and January 31, 2025, respectively; and (ii) “2026 Form 10-K” refers to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.
Annual Meeting Information
| Date: | June 25, 2026 | Record Date: | May 4, 2026 |
|---|---|---|---|
| Time: | 3:00 p.m. ET | Attendance: | www.virtualshareholdermeeting.com/SKIL2026 |
Skillsoft at a Glance
Skillsoft provides a skills management platform and associated learning solutions that are designed to help organizations manage the human and artificial intelligence (“AI”) skills lifecycle, including visibility into the skills they have and the skills they need, closing skills gaps, matching skills to work, and understanding how skills development impacts business performance. In fiscal 2026, we evolved from a content-centric model to an integrated skills management platform, where we leveraged our market-leading curated learning content and connected it to capabilities in content creation, skills benchmarking, AI-assisted learning, and role-based development journeys.
Skillsoft’s principal executive offices are located at 300 Innovative Way, Suite 2210, Nashua, NH 03062.
Fiscal Year 2026 Business Highlights*
| ● | Total GAAP Revenue of $513 million compared to $531 million in the prior year. |
| ● | GAAP Net Loss of $140 million compared to GAAP Net Loss of $122 million in the prior year. GAAP Net Loss per share of $16.27 compared to GAAP Net Loss per share of $14.87 in the prior year. |
| ● | Non-GAAP Adjusted EBITDA of $110 million, reflecting a Non-GAAP Adjusted EBITDA margin of 21% of GAAP Revenue, compared to $109 million and a margin of 21% of GAAP Revenue in the prior year. |
| ● | Skillsoft announced the general availability of its next-generation skills management platform to power enterprise workforce readiness and outcomes. |
| ● | Skillsoft and edX formed a strategic partnership to expand university-led learning in The Skillsoft Percipio® Platform, strengthening how enterprises build workforce readiness for an AI-driven world. |
| ● | Ended the fiscal year with a strong balance sheet and liquidity profile to support our strategic investment priorities and future growth objectives, with cash, cash equivalents and restricted cash of $104.5 million as of January 31, 2026, and for fiscal 2026, GAAP net cash provided by operating activities of $25.1 million and non-GAAP free cash flow of $6.5 million. |
** See Appendix A for definitions, uses and reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures.*
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