Barnes & Noble Education, Inc.

(a) Evaluation of Disclosure Controls and Procedures

Management of the Company established and maintains disclosure controls and procedures that are designed to ensure that material information relating to the Company and its subsidiaries required to be disclosed in the reports that are filed or submitted under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company’s management conducted an evaluation (as required under Rules 13a-15(b) and 15d-15(b) under the Exchange Act), under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. Based on management’s evaluation, and considering the items noted below, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting as of May 3, 2025, as described below.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and (iii) that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Under the supervision and with the participation of management, including the Chief Executive Officer and Principal Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 framework). Based upon the Company’s evaluation under this framework, management concluded that the Company’s internal control over financial reporting were not effective as of May 3, 2025. In connection with the preparation of our consolidated financial statements for the fiscal year ended May 3, 2025, we identified material weaknesses in internal control over financial reporting, as described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our independent registered public accounting firm, BDO USA, P.C., has audited the effectiveness of our internal control over financial reporting as of May 3, 2025, as stated in the firm’s attestation report, which is included within “Report of Independent Registered Public Accounting Firm” under Part II - Item 8. Financial Statements and Supplementary Data.

Material Weakness in Internal Control Over Financial Reporting in Fiscal 2025

The Company identified the material weaknesses described below under the 2013 COSO framework with respect to fiscal 2025. While the Company did not maintain adequate controls in certain areas, the Audit Committee’s investigation also revealed that a former employee knowingly circumvented controls that were in place in connection with the investigation matter described above in the “Explanatory Note” of this Form 10-K.

Control Environment

As a result of significant turnover in key leadership roles in our accounting and finance organization during fiscal 2025, the Company did not establish reporting lines authorities and responsibilities effectively with respect to certain areas of the business, and lacked resources to develop and operate certain internal controls over financial reporting.

Risk Assessment

The Company did not maintain an effective risk assessment to identify and analyze risks related to the achievement of certain of its financial reporting objectives, including the consideration of potential fraud and the impact of business changes on the system of internal controls. Specifically, in part because of the turnover described above, the Company was unable to consistently perform or document risk assessments, inadequately assessed the need to supplement internal audit and finance functions and did not regularly assess the need to update our existing controls or provide continual training for control owners.

Information and Communication

As a result of the turnover described above, the Company did not maintain effective information and communication activities because it did not timely communicate (i) expectations regarding certain roles, or (ii) roles and responsibilities for designated backup of personnel during employee absences or departures, and also did not consistently evidence reviews over the completeness and accuracy of information produced by the Company used in its controls.

Monitoring Activities

As a result of the turnover described above, the Company did not maintain effective monitoring activities because it did not sufficiently perform an evaluation over the effectiveness of the operation of certain of our key controls, which included certain account reconciliation controls.

Control Activities

The Company did not effectively operate, and in some cases, design, control activities with respect to certain aspects of its business as follows:

•The Company did not design and effectively operate controls over the review and approval of manual journal entries including, at times, maintaining appropriate segregation of duties and processes to review underlying journal entry support.

•The Company did not effectively operate general information technology controls relating to user access for certain systems supporting financial reporting at one of its subsidiaries. The user access controls were not adequately designed or effectively operating to ensure proper segregation of duties and appropriate system access levels were granted.

•The Company did not effectively operate controls over the completeness and accuracy of information produced by the Company used in the execution of key controls.

•The Company did not effectively operate controls over the accounting for nonroutine transactions in order to apply the relevant accounting standard under U.S. GAAP to the transaction.

•The Company did not effectively design and operate controls over the monthly account reconciliation process in certain areas, which includes ensuring these account reconciliations have an independent preparer and qualified reviewer. In addition, the Company failed to ensure that certain account reconciliations include adequate support and documentation for reconciling items, evidence of reviews are maintained, and timely resolution of reconciling items.

•The Company did not effectively operate controls over the accounting for leases to ensure compliance with the relevant accounting standard under U.S. GAAP.

Material Weakness in Internal Control Over Financial Reporting in Fiscal 2024

Since the Company was a “Non-Accelerated Filer”under applicable SEC regulations during fiscal 2024, our prior independent registered public accounting firm, Ernst & Young LLP, was not required to audit the effectiveness of our internal control over financial reporting as of the fiscal year ended April 27, 2024, and we were only required to provide management's report pursuant to Section 404(c) of the Sarbanes-Oxley Act of 2002. As a result of the Restatement, management reassessed the Company’s internal controls over financial reporting for fiscal 2024, and concluded that the following material weaknesses existed as of April 27, 2024:

•the Control Activities material weaknesses described above with respect to the following deficiencies:

◦The Company did not design and effectively operate controls over the review and approval of manual journal entries including, maintaining appropriate segregation of duties and processes to review underlying journal entry support.

◦The Company did not design and effectively operate controls over the monthly account reconciliation process for digital cost of sales accounts and certain other account reconciliations, which includes ensuring these account reconciliations have an independent preparer and qualified reviewer, adequate support, documentation, and timely resolution of reconciling items.

◦The Company did not effectively operate controls over the accounting for leases to ensure compliance with the relevant accounting standard under U.S. GAAP.

As described above, as a result of significant turnover in key leadership roles in our accounting and finance organization during fiscal 2025, the identification of certain material weaknesses during fiscal 2025 did not exist during fiscal 2024.

The material weaknesses identified in fiscal 2025 and fiscal 2024 contributed to the errors that resulted in the Restatement. As a result, we performed additional procedures to ensure that our consolidated financial statements included in this annual report on Form 10-K were prepared in accordance with GAAP. Following such additional procedures, our management, including our CEO and CFO, has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in this annual report on form 10-K, in conformity with GAAP.

Remediation Efforts

We acknowledge our internal control deficiencies and are fully committed to remediating the material weaknesses identified above. We will seek to foster continuous improvement in internal controls, and enhancing our overall internal control environment. We also plan to continue to monitor and evaluate the effectiveness of these controls to ensure timely and accurate financial reporting.

The Company is actively engaged in remediating the identified material weaknesses and improving the overall effectiveness of its internal control environment. Actions taken to date include:

•Manual Journal Entry Process: The Company has implemented several procedural changes to enhance the manual journal entry process including ensuring that all manual journal entries submitted for posting have a clear preparer and an independent approver, ensuring that manual journal entries are routed to a qualified approver at the next level of organizational responsibility, ensuring that adequate support is maintained with the manual journal entry, and ensuring that material manual journal entries are routed to the Chief Accounting Officer for review and approval. The Company plans to explore the use of its general ledger software to ensure appropriate segregation of duties in the manual journal entry process.

•Information Technology General Control – User Access: The Company has enhanced and re-enforced the purpose of its periodic user access review controls that ensure role and responsibility-based access provisioning.

•Information Produced by the Entity (IPE) and Key Reports: The Company has identified and prepared a list of key reports and is completing its assessment of procedures required to ensure the accuracy and completeness of the reports. The Company intends to formalize and document the control language for IPE and key reports, add to its risk control matrix, and begin to operationalize.

•Technical Accounting – Review of Nonroutine Transactions: The Company has strengthened its review and documentation procedures for nonroutine transactions, including the use of a technical accounting tracker, establishing recurring technical accounting review meetings, enhancing formal documentation of accounting positions, and consulting with external advisors as appropriate.

•Account Reconciliations: The Company has re-enforced the importance of the account reconciliation process to reviewers and preparers and the need to ensure all account reconciliations have the following success criteria: adequate and proper support, evidence of review, documented actions and description for reconciling items, and formal written sign off by the preparer and reviewer. The Company plans to explore the use of an account reconciliation software tool to further enhance the process.

•Other Ongoing Remediation Efforts: The Company has established a working group to collect information and begin to (i) more clearly define and document roles and responsibilities related to financial oversight and ensure appropriate segregation of duties, (ii) establish a centralized platform for accounting policies and standard operating procedures, and (iii) conduct employee training on accounting controls and ethics.

Management is committed to fully remediating the identified material weaknesses as quickly as practicable, and management plans to continue to monitor and evaluate the effectiveness of these remediation efforts through ongoing testing and review.

(c) Changes in Internal Control over Financial Reporting

Other than the material weaknesses described above, there have been no changes in the Company’s internal control over financial reporting during the recent fiscal year ended May 3, 2025, that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

MANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

The management of Barnes & Noble Education, Inc. is responsible for the contents of the consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements necessarily include amounts based on judgments and estimates. Financial information elsewhere in the Annual Report is consistent with that in the consolidated financial statements.

The Company maintains a comprehensive accounting system, which includes controls designed to provide reasonable assurance as to the integrity and reliability of the financial records and the protection of assets. An internal audit staff is employed to regularly test and evaluate both internal accounting controls and operating procedures, including compliance with the Company’s Code of Business Conduct and Ethics. The Audit Committee of the Board of Directors, composed of directors who are not members of management, meets regularly with management, the independent registered public accountants and the internal auditors to ensure that their respective responsibilities are properly discharged.

BDO USA, P.C. and the internal auditors have full and free independent access to the Audit Committee. The role of BDO USA, P.C., an independent registered public accounting firm, is to provide an objective examination of the consolidated financial statements and the underlying transactions in accordance with the standards of the Public Company Accounting Oversight Board. The report of BDO USA, P.C. appears on page 63 of this report on Form 10-K for the year ended May 3, 2025.

The Company has included the Section 302 certifications of the Chief Executive Officer and the Principal Financial Officer of the Company as Exhibits 31.1 and 31.2 to its Annual Report on Form 10-K for Fiscal 2025 filed with the Securities and Exchange Commission, and the Company will submit to the New York Stock Exchange a certificate of the Chief Executive Officer of the Company certifying that he is not aware of any violation by the Company of New York Stock Exchange corporate governance listing standards.