Barnes & Noble Education, Inc. Securities Lawsuit Investigation

Shamis & Gentile P.A., a law firm that advocates for investors who are victims of securities fraud, is investigating potential claims against Barnes & Noble Education, Inc. (NYSE: BNED).

If you purchased or held Barnes & Noble Education securities and suffered losses, you may be eligible to join this securities investigation and seek compensation.

About Barnes & Noble Education

Barnes & Noble Education operates as a provider of educational products and services, focusing on supporting colleges, universities, and K-12 institutions. The company is known for its campus bookstores and digital learning solutions, including its BNC First Day® digital course materials platform.

The Allegations

Barnes & Noble Education is under investigation for potentially misleading investors through its public statements and financial disclosures between Nov. 2, 2020, and July 18, 2025. During this period, the company allegedly failed to disclose significant accounting issues related to the recording of costs for digital sales, which may have resulted in overstated earnings and accounts receivable.

On July 18, 2025, Barnes & Noble Education filed an 8-K after market close, revealing it could not timely file its FY2025 10-K and disclosing an internal investigation into “the recording of cost of digital sales.” The company warned of a potential $23 million overstatement of accounts receivable due to misstated cost of sales for fiscal 2024 and 2025. This discrepancy was attributed to a payment-processing employee, and management announced a likely material weakness in internal controls. The company also stated that previously filed financial statements might be incorrect, signaling the possibility of a restatement.

The July 18 disclosure triggered a sharp reaction in the market. On July 21, 2025, Barnes & Noble Education’s stock price plunged approximately 21 percent, dropping from around $11.23 to $8.87 per share. This decline erased roughly $80 million in market value. Notably, this drop occurred while the broader market was flat, indicating the decline was specific to Barnes & Noble Education and directly tied to the news of accounting irregularities.

Throughout the proposed class period, Barnes & Noble Education’s public communications, including press releases and SEC filings, seemingly highlighted strong revenue and earnings growth, particularly in its digital initiatives. For example, the company reported a 32 percent increase in BNC First Day® revenue in FY2025 Q1, net income more than doubling to $49.7 million in Q2, and a return to profitability in Q3. It seems at no point did the company disclose any issues with cost accounting, and management credited cost savings and productivity initiatives for improved profitability.

The July 18, 2025, 8-K allegedly confirmed that these prior statements and filings omitted critical information about the misrecording of digital sales costs, which allegedly had artificially inflated profit and accounts receivable. This means that all earnings releases, 10-K/Q statements, and related press releases during the class period may have been misleading by implying the financial statements were accurate when they were based on flawed accounting.

Trades by insiders during the class period may also raise concerns. While company executives and directors, such as CEO Jonathan Shar and CFO Jason Snagusky, acquired shares or received stock awards, a significant shareholder, LIDS Holdings (Fanatics/Lids), sold 1.5 million shares at $11.25 per share on Dec. 12, 2024, raising approximately $16.9 million. This sale occurred when the stock was near its highs and just months before the July 2025 collapse, which may suggest that a controlling stakeholder potentially sold shares while the price was still inflated.

Several factors may indicate that Barnes & Noble Education’s leadership may have acted with reckless intent. The company was under financial pressure, with $254 million in debt as of Jan. 2024 and a combined $95 million equity raise and refinancing in June 2024. The accounting misstatements involved a core business segment, digital course materials, which management had publicly emphasized as a key growth area. The July 2025 disclosure also admitted material weaknesses in internal controls, suggesting there may have been warning signs internally.

The preliminary damages estimate suggests that investors may have suffered tens of millions of dollars in aggregate losses, with a per-share loss of approximately $2.30 to $2.50. The class period under investigation runs from Nov. 2, 2020, through July 18, 2025, and includes all allegedly false or misleading statements and omissions made during that time.

Your Rights and Next Steps

This is an active investigation into potential securities law violations by Barnes & Noble Education. No lawsuit has been filed at this time. However, if the investigation uncovers evidence of wrongdoing, it may lead to a class action lawsuit on behalf of investors.

Lawyers are ready to help investors understand their options, document their losses, and guide them through the process. It is important for investors to act quickly, as securities investigations and potential class actions are often time-sensitive.

You May Be Entitled to Compensation

If you purchased or held Barnes & Noble Education securities and experienced financial losses during the class period, you may be eligible to join this investigation and seek compensation. Securities investigations move quickly, and acting promptly can help preserve your rights.

To join the investigation and learn more about your potential eligibility, complete the form below.