Barnes & Noble Education Receives NYSE Notice Regarding Delayed 10-K Filing

Rhea-AI Summary

Barnes & Noble Education (NYSE:BNED) has received a notice from the NYSE regarding its delayed filing of Form 10-K for the fiscal year ended May 3, 2025. The delay is due to an ongoing audit committee internal investigation that has prevented management from completing financial reporting.

The company has been granted a six-month compliance period until February 1, 2026, to file the Form 10-K. While BNED's stock listing remains active, failure to file within this period could result in delisting, though the NYSE may grant an additional six-month extension at its discretion.

Positive

• None.

Negative

• Internal investigation preventing completion of financial reporting and Form 10-K filing
• Risk of potential NYSE delisting if compliance is not achieved within six months
• Management unable to complete financial statements for fiscal year ended May 3, 2025

Insights

Corporate Governance & Securities Law Expert

BNED's delayed 10-K filing due to internal investigation signals serious governance concerns and potential delisting risk.

The NYSE notice received by Barnes & Noble Education represents a significant red flag for investors. The company's inability to file its annual Form 10-K within the standard timeframe and the 15-day extension period indicates potentially serious underlying issues. Most concerning is the explicit mention of an audit committee internal investigation preventing management from completing financial reporting - language that typically signals potential accounting irregularities or internal control deficiencies.

While BNED states it expects to file within the six-month compliance window, investors should understand the gravity of this situation. The mention of an audit committee investigation is particularly troubling as these are typically launched when potential financial misstatements, fraud, or significant control weaknesses are identified. The NYSE has granted a six-month remediation period (until approximately February 1, 2026), but explicitly reserves the right to begin delisting proceedings earlier if circumstances warrant.

The market typically views delayed filings with extreme caution, especially when tied to internal investigations. This situation creates substantial uncertainty regarding BNED's financial condition, as investors now lack audited financial data for the most recent fiscal year. While delisting isn't imminent, the risks of continued non-compliance include reduced institutional investment, limited access to capital markets, and potential covenant violations in any existing debt agreements. The six-month timeline suggests the investigation is substantial, requiring significant time and resources to resolve.

BASKING RIDGE, N.J., Aug. 08, 2025 (GLOBE NEWSWIRE) -- On August 4, 2025, Barnes & Noble Education, Inc. (NYSE: BNED) (the “Company”) received notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual due to a delay in filing its Annual Report on Form 10-K for the fiscal year ended May 3, 2025 (the “Form 10-K”), with the Securities and Exchange Commission (the “SEC”).

The Company determined that it would not be able to file the Form 10-K within the 15-day extension period under Rule 12b-25 without unreasonable effort or expense due to an audit committee internal investigation that rendered management unable to complete the Company’s financial reporting process and preparation of its financial statements for the fiscal year ended May 3, 2025. Accordingly, the Company is working diligently to complete the necessary work to make the filing as soon as practicable and currently anticipates filing the Form 10-K within the six-month period granted by the notice from the NYSE (the “NYSE Notice”), which will bring the Company back into compliance with the NYSE listing standards.

The NYSE Notice has no immediate effect on the listing of the Company’s common stock on the NYSE. The NYSE Notice informed the Company that, under NYSE rules, the Company has six months from August 1, 2025 to regain compliance with the NYSE listing standards by filing the Form 10-K with the SEC. If the Company fails to file the Form 10-K within the six-month period, the NYSE may grant, in its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

ABOUT BARNES & NOBLE EDUCATION, INC.

Barnes & Noble Education, Inc. (NYSE: BNED) is a leading solutions provider for the education industry, driving affordability, access and achievement at hundreds of academic institutions nationwide and ensuring millions of students are equipped for success in the classroom and beyond. Through its family of brands, BNED offers campus retail services and academic solutions, wholesale capabilities and more. BNED is a company serving all who work to elevate their lives through education, supporting students, faculty and institutions as they make tomorrow a better and smarter world. For more information, visit www.bned.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In particular, statements regarding the Company’s plans, intentions, expectations, or objectives with respect to the timing of filing its Annual Report on Form 10-K, and its ability to regain compliance with NYSE continued listing standards, are forward-looking in nature and subject to risks and uncertainties. These forward-looking statements are based on the Company’s current expectations, estimates, and projections, and involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to: the scope and outcome of the audit committee’s internal investigation; the identification of any additional accounting or internal control issues; delays in the completion of financial reporting processes; the Company’s ability to implement remedial measures, if necessary; potential impacts on the Company’s operations; and other risks detailed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended April 27, 2024, and in subsequent filings with the Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to the Company as of the date of this filing. The Company expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Media & Investor Contact:
Rob Fink
FNK IR
BNED@fnkir.com
646-809-4048

FAQ

Why did Barnes & Noble Education (BNED) receive a notice from NYSE in August 2025?

BNED received the notice because it failed to file its Form 10-K annual report for the fiscal year ended May 3, 2025, within the required timeframe due to an ongoing internal audit committee investigation.

What is the deadline for BNED to file its delayed Form 10-K?

BNED has six months from August 1, 2025 (until February 1, 2026) to file the Form 10-K and regain compliance with NYSE listing standards.

Will BNED be delisted from the NYSE due to the delayed 10-K filing?

The notice has no immediate effect on BNED's NYSE listing. However, delisting proceedings could begin if the company fails to file within six months, though NYSE may grant an additional six-month extension.

What is preventing Barnes & Noble Education from filing its 10-K report?

An audit committee internal investigation has rendered management unable to complete the company's financial reporting process and preparation of financial statements for the fiscal year ended May 3, 2025.

How long can the NYSE extend BNED's compliance period?

The NYSE may grant, at its discretion, an additional six-month extension beyond the initial six-month compliance period, depending on specific circumstances.