Barnes & Noble Education Inc.

07/08/2026 | Press release | Distributed by Public on 07/08/2026 15:35

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TORO 18 HOLDINGS LLC
2. Issuer Name and Ticker or Trading Symbol
Barnes & Noble Education, Inc. [BNED]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2999 N.E. 191ST STREET, SUITE 610,
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026
(Street)
AVENTURA, FL 33180
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (obligation to buy) $10 07/06/2026 S 5,000 07/06/2026 03/19/2027 Common Stock 500,000 $1.5 5,000 D(1)
Put Option (obligation to buy) $11.5 07/06/2026 S 12,000 07/06/2026 03/19/2027 Common Stock 1,200,000 $1.8833(2) 12,000 D(1)
Put Option (obligation to buy) $10 07/07/2026 S 2,000 07/07/2026 03/19/2027 Common Stock 200,000 $1.5 7,000 D(1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TORO 18 HOLDINGS LLC
2999 N.E. 191ST STREET, SUITE 610
AVENTURA, FL 33180
X X
IMMERSION CORP
2999 N. E. 191ST STREET
SUITE 610
AVENTURA, FL 33180
X X
MARTIN WILLIAM C
C/O IMMERSION CORPORATION
2999 N.E. 191ST STREET, SUITE 610
AVENTURA, FL 33180
X X
Singer Eric
C/O IMMERSION CORPORATION
2999 N.E. 191ST STREET, SUITE 610
AVENTURA, FL 33180
X X

Signatures

Toro 18 Holdings LLC, By: /s/ Eric Singer, President and CEO 07/08/2026
**Signature of Reporting Person Date
Immersion Corporation, By: /s/ Eric Singer, President, CEO and Chairman 07/08/2026
**Signature of Reporting Person Date
/s/ William C. Martin 07/08/2026
**Signature of Reporting Person Date
/s/ Eric Singer 07/08/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 4 is filed jointly by Toro 18 Holdings LLC ("Toro 18"), Immersion Corporation ("Immersion"), William C. Martin and Eric Singer (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group with Emily S. Hoffman for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock. Each of Messrs. Martin and Singer and Ms. Hoffman also serve as directors on the Board of Directors of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Ms. Hoffman will file separate Section 16 reports.
(2) Sales were made in multiple transactions at prices ranging from $1.8000 to $2.3000 per Put Option (obligation to purchase). The price reported is a weighted average price. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the range set forth in the immediately preceding sentence.

Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of Toro 18 and Immersion may be deemed directors by deputization of the Issuer due to Messrs. Martin and Singer and Ms. Hoffman serving on the boards of directors of both the Issuer and Immersion.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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