Skillsoft Corp.

(1)** Description of Business and Basis of Presentation**

Description of Business

Skillsoft Corp. (together with its consolidated subsidiaries, “Skillsoft”, “we”, “us”, or “our”) is a global leader in skills management for the human + artificial intelligence (“AI”) era. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Our Class A Common Stock, par value $0.0001 per share (“common stock”), has been listed on the New York Stock Exchange under the ticker symbol “SKIL” since* June 14, 2021.Skillsoft previously hadtwo* operating and reportable segments: Talent Development Solutions (“TDS”) and Global Knowledge (“GK”). On* April 30, 2026,we committed to a plan to sell the business of our GK segment, and determined that such business met the criteria to be classified as held for sale and as discontinued operations. As a result, our TDSsegment is our only remaining operating and reportable segment. Accordingly, the historical results of our former GK segment are presented as discontinued operations, and, as such, have been excluded from continuing operations and segment results for all periods presented herein. See Note3* “Discontinued Operations and Assets Held for Sale” for additional information.

References in the accompanying footnotes to Skillsoft’s fiscal year refer to the fiscal year ended* January**31* of that year (e.g., fiscal2026 is the fiscal year ended* January 31, 2026*).

Principles of Consolidation and Basis of Financial Statement Preparation

The accompanying unaudited condensed consolidated financial statements (the "Interim Financial Statements") include the accounts of Skillsoft Corp. and its subsidiaries, all of which are wholly owned. Any subsidiaries that are formed or acquired during the year are consolidated from their respective dates of formation or acquisition. We prepared the Interim Financial Statements in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim reporting, and the instructions to Form10-Q and Article10 of Regulation S-X. Certain information or footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they donot include all of the information and footnotes required by GAAP for complete financial statements. The Interim Financial Statements, in the opinion of management, reflect all normal and recurring adjustments necessary to fairly present our financial position, operating results and cash flows for the periods presented. All material intercompany transactions and balances have been eliminated in consolidation.

Interim results arenot necessarily indicative of results expected for any other interim period or a full fiscal year. The Interim Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes thereto (“2026 AFS”) included in our Annual Report on Form10-K for fiscal2026 (“2026 Form10-K”).

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures with respect to contingent assets and liabilities at the dates of such financial statements and the reported amounts of revenues and expenses during the reported periods. We base our judgments, estimates and assumptions on current facts, historical experience and various other factors that we believe are reasonable under the circumstances. The economic environment also impacts certain estimates and discount rates necessary to prepare our consolidated financial statements, including significant estimates and discount rates applicable to the determination of the fair values used in the impairment testing of our nonfinancial assets. Our assessment of these factors forms the basis for our judgments on the carrying values of our assets and liabilities, and the accrual of our costs and expenses. Actual results could differ materially from our estimates. We review our estimates and underlying assumptions on an ongoing basis and make revisions as determined necessary by management. Revisions are recognized in the period in which the estimates are revised and* may*also impact subsequent periods.

(2)** Summary of Significant Accounting Policies**

Except as set forth below, the Interim Financial Statements have been prepared on a basis consistent with the accounting policies described in Note2 “Summary of Significant Accounting Policies” to the2026 AFS and should be read in connection therewith.

Assets Held for Sale and Discontinued Operations

Assets and related liabilities of a qualifying business are classified as held for sale when the following conditions are met: (i) management has committed to a plan to sell the net assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable withinone year, (v) the net assets are being actively marketed for sale at a price that is reasonable in relation to the current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the net assets. Assets and related liabilities which have been classified as held for sale are excluded from the net assets and liabilities of continuing operations in the period in which the held for sale criteria was met. A component of a business is classified as a discontinued operation when its disposal represents a strategic shift that has or will have a major effect on our operations and financial results. The results of discontinued operations are reported in income (loss) from discontinued operations, net of income taxes in the condensed consolidated statements of operations for all current and prior periods presented. The results of discontinued operations include direct costs attributable to the divested business and any gain or loss recognized in connection with the sale, or adjustment of the carrying amount to fair value less cost to sell while being held for sale, and excludes any indirect cost allocation associated with any shared-service or corporate functionsnot solely dedicated to the divested business. Adjustments to discontinued operations subsequent to the completion of a transaction or disposition are generally attributable to contingencies and indemnifications directly related to the disposal transaction, operations of the discontinued operations, or settlement of obligations directly related to the disposal.

Assets and liabilities of discontinued operations, including those that meet the held-for-sale criteria, are presented separately in the condensed consolidated balance sheets. Upon classification as held for sale, assets are measured at the lower of carrying amount or fair value less cost to sell, and depreciation and amortization cease. Any impairment losses or subsequent measurement adjustments are recognized in the results of discontinued operations in the period in which they are identified.

Recently Issued Accounting Guidance

In* November 2024,the Financial Accounting Standards Board (“FASB”) issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220*-40), which requires disclosure of specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization. ASU2024*-03 is effective for annual periods beginning after* December 15, 2026,with early adoption permitted. We will adopt this guidance effective February 1, 2027.*The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. We are evaluating the impact this ASU will have on our consolidated financial statements.

In* September 2025,the FASB issued ASU2025*-06*, Intangibles - Goodwill and Other*–* Internal-Use Software (Topic350-40): Targeted Improvements to the Accounting for Internal-Use Software.This ASU removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and requires capitalization of software costs when both of the following occur: (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). ASU2025*-06 is effective for fiscal years beginning after* December 15, 2027,with early adoption permitted. We expect to adopt this guidance effective February 1, 2028.We may*apply the guidance prospectively, retrospectively, or via a modified prospective transition method. We are evaluating the impact this ASU will have on our consolidated financial statements.

We believe that other recently issued accounting standards will eithernot have a material impact on our consolidated financial statements or willnot apply to our operations.

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(3) ** ** ** Discontinued Operations and Assets Held for Sale**

On* April 30, 2026,*Skillsoft, determined that the business of its GK segment met the criteria to be classified as assets held for sale and discontinued operations. The planned disposition represents a strategic shift that is expected to have a major effect on Skillsoft’s operations and financial results. Accordingly, the results of operations of the GK business are presented as discontinued operations in our condensed consolidated statements of operations for all periods presented.

The assets and liabilities of our GK business (the “disposal group”) were classified as held for sale on the condensed consolidated balance sheet as of* April 30, 2026.Immediately prior to such classification, elements of the disposal group were evaluated for impairment under their respective models, which resulted in an $8.7 million non-cash pre-tax total impairment of GK goodwill. Upon classification as held for sale, Skillsoft measured the remaining assets and liabilities of the disposal group at the lower of their carrying amount or estimated fair value less cost to sell, resulting in a an aggregate $6.9 million non-cash valuation allowance impairment charge to reduce: (i) definite-lived intangible assets by $6.2 million; and (ii) property and equipment and other long-lived assets by $0.7 million. As previously disclosed, on May 20, 2026,*we entered into an agreement (the “Sale Agreement”) with an affiliate of Enduring Ventures (the “Buyer”), pursuant to which the Buyer has agreed to purchase our GK business for specified consideration. The sale is subject to customary closing conditions, including regulatory approvals.

The estimated fair value of the disposal group less costs to sell involves judgment, including consideration of: (i) the disposal structure and expected consideration to be received; (ii) observable and unobservable inputs relevant to the underlying assets; (iii) market participant assumptions; and (iv) costs directly attributable to the disposal. Skillsoft considered available information in estimating the fair value of the disposal group less costs to sell, including the timing and probability of expected cash flows and discount rates derived from observable market data for applicable instruments with similar durations, as well as information received during our sale process, which was well underway during the quarter ended* April 30, 2026.The fair value measurement is classified as Level3* within the fair value hierarchy due to the use of significant unobservable inputs, including projected future proceeds, probability assumptions, and discount rates used to determine fair value less costs to sell. The non-cash valuation allowance impairment charge was allocated to the assets of the disposal group in accordance with ASC360-10, Impairment and Disposal of Long-Lived Assets. Any future changes in estimated fair value less cost to sell* mayresult in additional impairment gains or losses; however, impairment charges recognized for goodwill arenot* reversible. In addition, significant increases or decreases in the estimated probability of future qualifying transactions, expected proceeds or discount rates could result in a materially higher or lower fair value measurement.

Depreciation and amortization expense on long-lived assets ceased upon classification as held for sale.

The major classes of assets and liabilities classified as held for sale are as follows (in thousands):

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The following presents the results of operations of the discontinued operations for the periods presented (in thousands):

Cash flows directly attributable to discontinued operations werenot significant for the periods presented herein.

We expect to complete the sale of the GK business withinone year, subject to customary closing conditions, including regulatory approval. Skillsoft expects to have continuing involvement with the business after consummation of the sale, consisting of a customary transition services agreement for transactions of this type, which isnot expected to be significant.

(4)** Intangible Assets**

Intangible assets consisted of the following (in thousands, except for remaining life):

Amortization expense related to our existing finite-lived intangible assets is expected to be as follows (in thousands) for the fiscal years ended* January 31:*

Amortization expense related to intangible assets in the aggregate was $29.6 million and $30.1 million for thethree months ended* April 30, 2026and April 30, 2025*, respectively.

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Our goodwill as of the dates indicated is as follows (in thousands):

Intangible Asset Impairment Review Requirements and Assumption Uncertainty

Refer to Note4 “Intangible Assets” to the2026 AFS for information regarding impairment review requirements and assumption uncertainty. This process was completed for thethree months ended* April 30, 2026,and we concluded that there wereno* impairment indicators related to the intangible assets of our continuing operations (our TDS reporting unit). For information regarding goodwill, intangible assets and long-lived asset impairments associated with our discontinued operations (our former GK reporting unit), see Note3, "Discontinued Operations and Assets Held for Sale".

(5)** Taxes**

For thethree months ended* April 30, 2026*, we recorded tax expense of $1.0 million on a pretax loss of $17.7 million. For thethree months ended* April 30, 2025*, we recorded a tax benefit of $0.7 million on a pretax loss of $30.4 million. For thethree months ended* April 30,2026, the expense reflects changes in annual withholding tax obligations, undistributed earnings, other non-deductible items, and our valuation allowances. For thethree months ended April 30, 2025,*the tax benefit reflects the effect of non-deductible items, foreign rate differentials, changes in unremitted earnings, changes in uncertain tax positions, and changes in the valuation allowance on our deferred tax assets.

(6)** Restructuring**

In connection with Skillsoft's activities with respect to the planned sale of its GK business, the implementation of our comprehensive resource reallocation plan, and our workplace flexibility policy, we continued to execute initiatives aimed at reducing costs and aligning our operating expenses with current economic conditions and our evolving operatingmodel. These initiatives were intended to enhance operating efficiency, competitiveness, and overall profitability, and included workforce reductions and facility closures and consolidations.

Our restructuring charges are presented separately in the accompanying unaudited condensed consolidated statements of operations. Our restructuring charges recognized during thethree months ended* April 30, 2026* were primarily associated with professional fees in connection with our sale efforts relating to the GK business, employee termination costs, and contract termination costs. Our restructuring charges, recognized during thethree months ended* April 30, 2025* were substantially all related to employee termination costs.

The restructuring charge liability activity consisted of the following for the period presented (in thousands):

Management continues to implement planned restructuring actions with respect to the planned sale of its GK business. We will continue to evaluate our cost structure and operating model to align operating expenses with existing economic conditions, which could result in further restructuring actions.

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(7)** Commitments and Contingencies**

Litigation

Skillsoft is, from time to time, party to general legal proceedings and claims, which arise in the ordinary course of business including those relating to commercial and contractual disputes, employment matters, intellectual property, and other business matters. When appropriate, management consults with legal counsel and other appropriate experts to assess claims. If, in management’s opinion, we have incurred a probable loss as determined in accordance with GAAP, an estimate is made of the loss, and the appropriate accrual is reflected in our consolidated financial statements. Currently, there areno material amounts accrued. While it isnot possible to quantify the financial impact or predict the outcome of pending claims and litigation, management doesnot anticipate that the outcome of any such current proceedings or known claims, either individually or in aggregate, will materially affect Skillsoft’s financial position, results of operations or cash flows.

There areno material proceedings to which any director, officer or affiliate of Skillsoft, any owner of record or beneficially of more thanfive percent of our common stock, or any associate of any of the foregoing is a party adverse to Skillsoft or any of its subsidiaries or has a material interest adverse to Skillsoft or any of its subsidiaries.

Warranties and Indemnities

Skillsoft’s software license arrangements and hosting services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and substantially in accordance with our product documentation under normal use and circumstances. Our arrangements also include certain provisions for indemnifying customers against liabilities if our products or services infringe athird party’s intellectual property rights. We have entered into service level agreements with some of our hosted application customers warrantying certain levels of uptime reliability and such agreements permit those customers to receive credits against monthly hosting fees or terminate their agreements in the event that Skillsoft fails to meet those levels for an agreed upon period of time.

To date, Skillsoft hasnot incurred any material costs as a result of such indemnifications or commitments and hasnot accrued any liabilities related to such obligations in the Interim Financial Statements.

(8)** Long-Term Debt**

Debt consisted of the following (in thousands):

Term Loans

On* July 16, 2021,a Skillsoft subsidiary, Skillsoft Finance II, Inc. (“Skillsoft Finance II”), entered into a Credit Agreement (the “Credit Agreement”), by and among Skillsoft Finance II, as borrower, another subsidiary - Skillsoft Finance I, Inc. (“Holdings”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a term loan in the original principal amount of $480 million (the "Original Term Loan"). In connection with the closing of our Codecademy acquisition, Skillsoft Finance II entered into AmendmentNo.* 1 to the Credit Agreement, dated as of* April 4, 2022 (the “First Amendment”), among Skillsoft Finance II, Holdings, certain subsidiaries of Skillsoft Finance II, as guarantors, Citibank N.A., as administrative agent, and the financial institutions party thereto as Term B-1 Lenders, which amended the Credit Agreement (as amended by the First Amendment, the “Amended Credit Agreement”), which provided additional Term B-1 Loans in the original principal amount of $160 million. The Original Term Loan and the Term B-1 Loans were each drawn in full on their respective closing dates, and are scheduled to mature on July 16, 2028.*

Our debt outstanding under the Amended Credit Agreement as of* April 30, 2026* matures as shown below (in thousands):

Accounts Receivable Facility

We also have access to up to $75.0 million of borrowings under our accounts receivable credit agreement (the “A/R Agreement”) with First Citizens Bank and Trust Company, pursuant to which certain of our accounts receivable are pledged as security for loans made by participating lenders.

The interest rate on borrowings outstanding under the A/R Agreement was 6.28% on* April 30, 2026*. As of* April 30, 2026*, $1.0 million was drawn under the A/R agreement and is classified as “borrowings under accounts receivable facility” on the unaudited condensed consolidated balance sheet.

Refer to Note12 “Long-Term Debt” to the2026 AFS for additional information regarding the Amended Credit Facility and the A/R Agreement.

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(9)** Shareholders**’** Equity**

Common Stock

As of* April 30, 2026*, Skillsoft’s authorized share capital consisted of 18,750,000 shares of common stock and 10,000,000 shares of preferred stock, with a par value $0.0001 each. As of such date,9,135,428 shares of common stock were issued, including treasury shares, and 8,835,651 shares were outstanding. As of* April 30, 2026*, Skillsoft hadno shares of preferred stock outstanding.

Subject to applicable law, Skillsoft* may*declare dividends to be paid ratably to holders of common stock out of our assets that are legally available to be distributed as dividends in the discretion of Skillsoft’s Board of Directors (“Board”).

Warrants

Refer to Note15 “Warrants” to the2026 AFS for information related to the equity and liability-classified warrants.

Share Repurchase Authorization

On* July 10, 2024,the Board authorized Skillsoft to repurchase up to $10 million of its common stock. The share repurchase authorization terminates on July 11, 2028and doesnot* obligate Skillsoft to purchase any minimum number of shares of common stock, and the authorization* maybe suspended, modified, or discontinued at any time without prior notice. As of April 30, 2026*, no common stock had been repurchased under the share repurchase authorization.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) associated with foreign currency translation adjustments consisted of the following (in thousands):

(10)** Stock-Based Compensation**

Equity Incentive Plans

In* June2021,* Skillsoft adopted the2020 Omnibus Incentive Plan, which was amended on* June 6, 2024 (as so amended, the“2020* Plan”). The2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to employees, directors, and consultants of Skillsoft. Under the2020 Plan,655,295 shares were initially made available for issuance, increased by amendment to 2,908,333 shares, subject to annual increases (described below) and adjustment provisions already included in the2020 Plan. The2020 Plan includes an annual increase on* January1* each year, through (and including)* January 1, 2031,in an amount equal to 5.0% of the total number of shares of common stock outstanding on December31* of the preceding calendar year. Our Talent and Compensation Committee* mayact prior to January1* of a given year to provide that there will beno * January**1* increase for such year or that the increase for such year will be a lesser number of shares of common stock than provided for in the2020 Plan (to date such discretion hasnot been exercised). As of* April 30, 2026*, a total of 284,535 shares of common stock remain available for issuance under the2020 Plan.

In* May 2024,Skillsoft adopted the Skillsoft Corp.2024 Employment Inducement Incentive Award Plan, amended as of June 5, 2025,to increase the number of shares authorized for issuance thereunder from 200,000 to a total of 400,000 (as so amended the “Inducement Plan”). The Inducement Plan provides for inducement grants of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to new hires, or individuals being rehired following a bona fide period of non-employment with us, in compliance with Section303A.08* of the New York Stock Exchange Listed Company Manual. As of* April 30, 2026*, a total of 206,250 shares of common stock remain available for issuance under the Inducement Plan.

Stock Options

Under the2020 Plan, all employees are eligible to receive incentive stock options, and all employees, directors and consultants are eligible to receive non-statutory stock options. The options generally vest over four years and have a term often years. Vested options under the plan generally expirenot later than 90 days following termination of employment or service ortwelve months following an optionee’s death or disability. The fair value of stock options is determined on the grant date and amortized over the vesting period on a straight-line basis.

The following summarizes stock option activity for thethree months ended* April 30, 2026*:

The stock option expense was fully recognized in fiscal2026.

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Time-Based Restricted Stock Units

Restricted stock units (“RSUs”) represent a right to receiveone share of Skillsoft’s common stock that is both non-transferable and forfeitable unless and until certain conditions are satisfied. Other than RSUs currently granted to our non-employee directors, which vest upon the earlier of thefirst anniversary of the grant date and (as applicable) Skillsoft’s next annual meeting of stockholders, time-based RSUs generally vest ratably over athree orfour-year period, subject to continued employment through each anniversary. The grant-date fair value of RSUs is based on the closing market price of Skillsoft’s common stock on the grant date and is amortized over the vesting period on a straight-line basis.

The following summarizes time-based RSU activity for thethree months ended* April 30, 2026*:

(1) Includes 80,724 vested RSUs, where the shares due on settlement have been irrevocably deferred at the election of the recipients.

The total unrecognized stock-based compensation costs related to time-based RSUs was $2.2 million as of* April 30, 2026*, which is expected to be recognized over a weighted-average period of 2.8 years.

Market-Based Restricted Stock Units

Market-based RSUs (“MBRSUs”) vest over athree-year orfour-year performance period, subject to continued employment through each anniversary and achievement of market conditions (specified targets related to Skillsoft’s stock price and objective relative total shareholder return). The fair value of MBRSUs is estimated using the Monte Carlo valuation method. Compensation cost for these awards is recognized based on the grant date fair value which is recognized over the vesting period using the accelerated attribution method.

The following summarizes MBRSU activity for thethree months ended* April 30, 2026*:

The total unrecognized stock-based compensation costs related to MBRSUs was less than $0.1 million as of* April 30, 2026*, which is expected to be recognized over a weighted-average period of 0.6 years.

Performance-Based Restricted Stock Units

Performance-based RSUs (“PBRSUs”) vest once earned overone ortwo-year periods, subject to continued employment through each grant date anniversary and achievement of specified corporate goals during performance periods ranging fromone tothree years. The grant-date fair value of PBRSUs is based on the closing market price of Skillsoft’s common stock on the grant date, and is recognized over the requisite service period when it becomes probable that the performance condition will be achieved. The expense and shares vested for our PBRSU awards depend on the achievement of specified results; the ultimate expense and number of shares vested can range from 0% to 200% of the target amount granted.

The following summarizes PBRSU activity for thethree months ended* April 30, 2026*:

(1) Reflects the number of shares that would vest based on achieving the “Target” level of performance.

The total unrecognized stock-based compensation costs related to PBRSUs was $0.6 million as of* April 30, 2026*, which is expected to be recognized over a weighted-average period of 2.5 years.

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Liability-Classified Market-Based Award

In thethird quarter of fiscal2025, we granted a market-based award to Ronald W. Hovsepian, intended to be settled in cash upon vesting, unless determined by the Board or a committee thereof to be settled in shares. This award is eligible to be earned based on the volume-weighted average of our daily common stock trading price over a30-consecutive trading day period (“30-day VWAP”) on or prior to* December 31, 2028,with vesting subject to continued employment. During thesecond* quarter of fiscal2026, the Board certified the achievement of thefirst offive 30-day VWAP hurdles, for a total earned award of $6 million. Payment of this award is divided intotwo equal50% tranches, each valued at $3.0 million. Thefirst 50% of the award was settled in shares during thesecond quarter of fiscal2026. Thesecond 50% of the award will be settled within 30 days of* May 18, 2026.*The unvested awards are classified as liabilities and remeasured at fair value using a Monte Carlo simulation at each reporting date and included in the caption “accrued compensation” on the unaudited condensed consolidated balance sheets. Expense is recognized using an accelerated attribution method over the requisite service period.

The following summarizes the liability-classified market-based performance award balance as of* April 30, 2026* (in thousands):

(1) Included in the caption “accrued compensation” on the unaudited condensed consolidated balance sheets.

(2) Expected to be recognized over a weighted-average period of 2.0 years.

Stock-Based Compensation Expense

The following summarizes the classification of stock-based compensation expense in the unaudited condensed consolidated statements of operations (in thousands):

(11)** Revenue**

Revenue Components and Performance Obligations

Subscription Services

Skillsoft offers subscriptions that provide customers access to a broad spectrum of learning options including access to cloud-based Software as a Service (“SaaS”) learning content and individualized coaching to both enterprise and consumer customers. Enterprise revenue is derived from subscription arrangements with organizations that provide access to Skillsoft’s learning and talent development solutions to their employees, members or students. Consumer revenue is derived from subscriptions purchased directly by individual learners for personal and professional development. Our cloud-based subscription solutions normally donot provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services and, as a result, are accounted for as service arrangements. Access to the platform and course content represents a series of distinct services as we continually provide access to, and fulfill our obligation to, the customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is usually recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. Our subscription contracts typically vary fromone year tothree years. Our cloud-based solutions arrangements are mostly non-cancellable, non-refundable, and are invoiced in advance of the subscription services being provided. Revenue from individualized coaching for time-based access to unlimited sessions is recognized on a straight-line basis over the period these services are available to the customers.

Professional Services and Other

Skillsoft also sells professional services related to its cloud solutions which are typically considered distinct performance obligations and are recognized over time as services are performed. For fixed-price contracts, revenue is recognized based on the actual service provided at the end of the reporting period as a proportion of the total services to be provided (proportional performance method). These services usually consist of implementation, integration, and general consulting. Skillsoft’s professional service engagements are mostly short in duration. Billing is commonly in advance of the services being provided.

Disaggregated Revenue and Geography Information

The following is a summary of net revenues by type for the periods presented (in thousands):

Generally, SaaS and subscription services revenues are recognized over the service period, while professional services revenues are recognized at the point they are delivered.

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The following sets forth our revenues by geographic region for the periods presented (in thousands):

Other than the United States, no single country accounted for more than10% of revenue for all periods presented.

Deferred Revenue

Deferred revenue activity for thethree months ended* April 30, 2026* was as follows (in thousands):

Deferred revenue performance obligations relate predominantly to time-based SaaS and subscription services that are billed in advance of services being rendered.

Deferred Contract Acquisition Costs

Deferred contract acquisition cost activity for thethree months ended* April 30, 2026* was as follows (in thousands):

(12)** Fair Value Measurements**

ASC Topic820, Fair Value Measurements and Disclosures (“ASC820”) establishes a fair value hierarchy that prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are information that reflect the assumptions that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are variables that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Thethree levels of the fair value hierarchy established by ASC820 in order of priority are as follows:

The following summarizes our assets (liabilities) that are measured at fair value on a recurring basis as of* April 30, 2026* and are categorized using the fair value hierarchy (in thousands):

Cash, Cash Equivalents and Restricted Cash

The cost of our cash, cash equivalents and restricted cash was consistent with their estimated fair values as of* April 30, 2026*. See Note2 “Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash” to the2026 AFS for additional detail.

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Disposal Group Classified as Held for Sale

As discussed in Note3 "Discontinued Operations and Assets Held for Sale", on* April 30, 2026,Skillsoft classified the GK segment as held for sale and discontinued operations, and measured the disposal group at fair value less costs to sell. The fair value of the disposal group was determined using significant unobservable inputs and therefore is classified as a Level3* fair value measurement within the fair value hierarchy.

Skillsoft considered available information in estimating the fair value of the disposal group less costs to sell, including the timing and probability of expected cash flows and discount rates derived from observable market data for applicable instruments with similar durations, as well as information received during our sale process, which was well underway during the quarter ended* April 30, 2026.The terms of the Sale Agreement and other corroborative evidence were used to confirm our estimates of fair value less costs to sell as of April 30, 2026.*

The contingent consideration under the Sale Agreement was valued using a probability-weighted expected present value methodology, which included estimates related to future transaction scenarios, expected proceeds, probability assumptions, timing of expected cash flows and market participant discount rates.

Significant increases or decreases in the estimated probability of future qualifying transactions, expected proceeds or discount rates could result in a materially higher or lower fair value measurement.

Interest Rate Swaps

On* June 17, 2022,Skillsoft entered intotwo fixed-rate interest rate swap agreements to change the Secured Overnight Financing Rate (“SOFR”)-based component of the interest rate on a portion of our variable rate debt to a fixed rate (the “Interest Rate Swaps”). The Interest Rate Swaps have a combined notional amount of $300.0 million and a maturity date of June 5, 2027.The objective of the Interest Rate Swaps is to eliminate the variability of cash flows for interest payments on $300.0 million of variable rate debt attributable to changes in benchmarkone*-month SOFR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark SOFR interest rates over the interest rate swap term. The changes in cash flow of the Interest Rate Swaps are expected to offset changes in cash flow of the variable rate debt. The Interest Rate Swaps arenot designated as cash flow hedges, and unrealized gains and losses from changes in fair value of the Interest Rate Swaps are included in the caption “fair value adjustment of interest rate swaps” in the statements of operations as they occur. For thethree months ended* April 30, 2026and2025,* we recognized a non-cash gain (loss) of $1.2 million and ($4.3) million, respectively.

The inputs for determining fair value of the Interest Rate Swaps are classified as Level2 inputs. Level2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. The counterparties to these derivative contracts are highly rated financial institutions which we believe carry only a minimal risk of nonperformance.

Depending on whether the Interest Rate Swaps are in an asset or liability position at the end of the reporting period, they are included in either the captions “other assets” or “other long-term liabilities” on our unaudited condensed consolidated balance sheets.

Liability-Classified Market-Based Awards

The fair value of the liability-classified market-based award is determined using a Monte Carlo simulation, weighted for the service period completed, at each reporting date. The most significant inputs for determining the fair value either originate from the grant agreement (e.g., stock price hurdles, vesting amounts, and service dates) or are derived from or corroborated by observable market data (e.g., interest rates, stock prices, equity risk, market betas, size premiums, average stock volatility); therefore we have classified the fair value measurement as Level2. See Note10 “Stock-Based Compensation” above for additional information related to the liability-classified market-based award.

Other Fair Value Instruments

Skillsoft currently invests available cash balances primarily in money market funds invested in United States Treasury securities and United States Treasury securities repurchase agreements, as well as cash deposits held at major banks. The carrying amounts of cash and cash equivalents, trade receivables, trade payables and accrued liabilities, as reported on the unaudited condensed consolidated balance sheet as of* April 30, 2026*, approximate their fair value because of the short maturity of those instruments.

Our long-term debt is a financial instrument, and the fair value of Skillsoft’s outstanding principal amounts as of* April 30, 2026was $534.2 million. This fair value is determined based on inputs that are classified as Level2* within the fair value hierarchy. The fair value hierarchy table presented above only includes assets and liabilities measured at fair value on the condensed consolidated balance sheets.

(13)** Segment Information**

ASC280, Segment Reporting, establishes standards for reporting information about operating segments. Skillsoft's chief operating decision maker (“CODM”) is its Chief Executive Officer.No operating segments have been aggregated to determine our reportable segment.

As of* April 30, 2026,our CODM organizes Skillsoft's business, manages resource allocation and measures performance throughone operating and reportable segment: our TDS segment (described below). Skillsoft previously hadtwo* operating and reportable segments: TDS and GK. On* April 30, 2026,we committed to a plan to sell the business of our GK segment, and determined that such business met the criteria to be classified as held for sale and as discontinued operations. Accordingly, the historical results of our former GK segment are presented as discontinued operations, and as such, have been excluded from continuing operations in the unaudited condensed consolidated statements of operations and segment results for all periods presented. See Note3* “Discontinued Operations and Assets Held for Sale” for additional information.

In connection with Skillsoft’s transition to a single reportable segment, the CODM changed the measures used to evaluate segment performance and allocate resources from segment revenues and business unit contribution profit to TDS revenue and adjusted EBITDA. Prior-period amounts have been recast to conform to the current presentation (segment revenue determinations are unchanged). Adjusted EBITDA is determined by subtracting the following from TDS revenue: adjusted costs of revenues, adjusted content and software development expenses, adjusted selling and marketing expenses, and adjusted general and administrative operating expenses. Each adjusted expenses measure equals the corresponding expense reflected on our unaudited condensed consolidated statements of operations, excluding in each case the following items (when applicable), which our CODM doesnot consider in measuring segment performance:

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Adjusted EBITDA excludes the following (when applicable), as the CODM doesnot consider them in measuring segment performance: non-cash goodwill and intangible asset impairment charges; amortization of intangible assets; acquisition and integration-related costs; restructuring expenses; other income (expense), net; interest rate swap fair value adjustments; interest income; and interest expense. Segment performance isnot evaluated based on segment asset or liability information.

Our TDS segment is delivered throughtwo complementary platform offerings: (i) our enterprise-focused Skills Management Platform, which provides organizations with subscription-based access to learning and workforce capability development tools, and (ii) our Learner Platform, which provides interactive, practice-based technology skill development experiences for individual learners and enterprise teams.

The following reconciles adjusted EBITDA to GAAP income (loss) from continuing operations for the periods presented (in thousands):

The following sets forth our TDS segment assets as of the period presented (in thousands):

Skillsoft’s long-lived assets are primarily located in the United States. Long-lived assets located in any individual foreign country arenot material.

(14)** Net Income (Loss) Per Share**

Basic earnings (loss) per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, and stock options using the treasury stock method.

The following sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except for the number of shares and per share data):

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During thethree months ended* April 30, 2026and April 30, 2025*, we incurred net losses and, therefore, the effect of our potentially dilutive securities wasnot included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following sets forth stock/RSU totals with a potentially dilutive impact, excluding the effect of the treasury stock method (in thousands):

(15)** Related Party Transactions**

Agreements with Largest Shareholder

In* January 2025,Skillsoft renewed a previousthree*-year agreement to provide off-the-shelf Skillsoft products to companies affiliated with Prosus N.V. and Naspers Ltd. (collectively, “Prosus Companies”) for an aggregate of $0.8 million over the next three years (the “Prosus Commercial Agreement”). In* March 2024,Skillsoft entered into aone*-year commercial arrangement to provide training and coaching services to Prosus Companies in the amount of $84,000. These services werenot provided in2024, and were therefore extended in* March 2025for another year (collectively, the “Coaching Arrangement”). In June 2025,the parties consolidated these arrangements and added certain upgraded licenses (the“2025* Consolidation”). The2025 Consolidation includes Skillsoft's customary automaticone-year renewal term unless terminated by either party upon specified advance notice. However, the Coaching Arrangement portion terminated in* January 2026.In April 2025,the parties also entered into an additionalone*-year off-the-shelf product agreement for specific training products for approximately $69,000 and in* March 2026,the parties added a number of additional licenses to the2025* Consolidation for the remaining term of thethree-year agreement for approximately $40,000 per year.

(16)** Subsequent Events**

On* May 19, 2026,the Board appointed Ronald Kisling as Skillsoft’s Chief Financial Officer, effective as of May 20, 2026 (*the “Transition Date”).

John Frederick retired as Skillsoft’s Chief Financial Officer effective as of the Transition Date. At Skillsoft’s request, Mr. Frederick has agreed to serve as an Advisor to Skillsoft from the Transition Date until* September 4, 2026,to facilitate the Chief Financial Officer transition, pursuant to a transition and separation agreement with Skillsoft dated May 20, 2026.*

On* May 20, 2026,Skillsoft, entered into a Sale and Purchase Agreement to sell our GK segment. See Note3* “Discontinued Operations” for additional information.

In addition to the above, we have completed an evaluation of all subsequent events after the balance sheet date of* April 30, 2026* through the filing date of this Form10-Q to ensure that this filing includes appropriate disclosure of events both recognized in Interim Financial Statements, and events which occurred subsequently but werenot recognized in the Interim Financial Statements. We have concluded thatno subsequent events have occurred that require disclosure, except as are disclosed within the Interim Financial Statements.

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