Form 8-K

8-K — Skillsoft Corp.

Accession: 0001437749-26-011599

Filed: 2026-04-07

Period: 2026-04-07

CIK: 0001774675

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — skil20251212_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_898416.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: skil20251212_8k.htm · Sequence: 1

skil20251212_8k.htm

false

0001774675

2026-04-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2026

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-38960

83-4388331

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Address of principal executive offices)

(603) 324-3000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

SKIL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On April 7, 2026, Skillsoft Corp. issued a press release reporting its financial results for the fiscal quarter and year ended January 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On April 7, 2026, Skillsoft Corp. posted an earnings supplement presentation to its website at https://investor.skillsoft.com/company-information/presentations.

The information contained in Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release, dated April 7, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 7, 2026

SKILLSOFT CORP.

By:

/s/ John Frederick

John Frederick

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_898416.htm · Sequence: 2

ex_898416.htm

Exhibit 99.1

Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2026

●

TDS Segment(1) delivered full year revenue in line with guidance, with TDS Segment Adjusted EBITDA and consolidated Free Cash Flow above the top end guidance

●

Next-generation Skillsoft Percipio® Platform generally available, with 15 new customers since release

●

Early adopters accelerating utilization of our AI tools

BOSTON – April 7, 2026 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft”, “we”, “us” or “our”), a global leader in skills management for the human + AI era, today announced its financial results for the fourth quarter and full fiscal year ended January 31, 2026 and provided its TDS Segment financial outlook for full year fiscal 2027.

Fiscal 2026 Fourth Quarter Select Financial Measures

●

Total Revenue of $131 million compared to $134 million in the prior year.

●

Talent Development Solutions Revenue of $103 million, flat versus the prior year.

●

Global Knowledge Revenue of $28 million compared to $31 million in the prior year.

●

Net Loss of $37 million compared to Net Loss of $31 million in the prior year. Net Loss per share of $4.19 compared to Net Loss per share of $3.75 in the prior year.

●

Adjusted EBITDA (2) of $31 million, reflecting an Adjusted EBITDA margin(2) of 24% of Revenue, compared to $30 million and a margin of 22% of Revenue in the prior year.

●

Free Cash Flow(2) of $27 million compared to $13 million in the prior year.

Fiscal 2026 Full Year Select Financial Measures

●

Total Revenue of $513 million compared to $531 million in the prior year.

●

Talent Development Solutions Revenue of $404 million compared to $406 million in the prior year.

●

Global Knowledge Revenue of $109 million compared to $125 million in the prior year.

●

Net Loss of $140 million compared to Net Loss of $122 million in the prior year. Net Loss per share of $16.27 compared to Net Loss per share of $14.87 in the prior year.

●

Adjusted EBITDA(2) of $110 million, reflecting an Adjusted EBITDA margin(2) of 21% of Revenue, compared to $109 million and a margin of 21% of Revenue in the prior year.

●

Free Cash Flow(2) of $6 million compared to $12 million in the prior year.

“This quarter’s strong TDS Segment results, led by TDS enterprise solutions, demonstrate the critical role Skillsoft plays in helping organizations navigate the rapid pace of human and AI change. Over the past 18 months, we’ve made meaningful progress executing our transformation, streamlining the business through improved capital allocation, and repositioning our platform, which is now in market and gaining traction,” said Ron Hovsepian, Skillsoft Executive Chair and CEO. “As AI reshapes the global workforce, demand for our AI-driven learning solutions, particularly our CAISY™ simulator, continues to build, and we believe we are well positioned to support workforce readiness while driving toward sustainable growth and improved free cash flow.”

Hovsepian concluded, “As we noted last quarter, we initiated a strategic review of the Global Knowledge Segment, which remains ongoing as we evaluate the best path forward to maximize overall value at Skillsoft. Looking ahead, we remain focused on executing our strategic plan and maintaining disciplined capital allocation.”

Fiscal 2026 Fourth Quarter Business Highlights

●

Skillsoft announced the general availability of its next-generation skills management platform to power enterprise workforce readiness and outcomes

●

Skillsoft and edX formed a strategic partnership to expand university-led learning in The Skillsoft Percipio Platform, strengthening how enterprises build workforce readiness for an AI-driven world

●

AI skill benchmark completions increased 994% year over year, with AI content completions up 261% year over year and AI journey completions up 222% year over year. CAISY learners increased 146% year over year, and CAISY launches or engagement increased 341% year over year.

“Strong performance in our TDS Segment drove Adjusted EBITDA margin expansion and robust free cash flow generation for the quarter, reflecting the continued benefits of a leaner, more-directed cost structure and operational discipline,” said John Frederick, Skillsoft’s Chief Financial Officer. “We believe that removing the impact of our GK Segment would improve growth, operating results and free cash flow. Building on our strategic foundation, we are focusing on our core TDS enterprise solutions, whose profitability and cash generation capability, we believe, will drive long-term value for our shareholders.”

Full-Year Fiscal 2027 Financial Outlook

In connection with our continuing exploration of strategic alternatives for our GK segment, we are only able to provide revenue and Adjusted EBITDA(2) guidance for our TDS segment for the fiscal year ending January 31, 2027 (“fiscal 2027”).

The following table reflects Skillsoft’s financial outlook for fiscal 2027, based on current market conditions, expectations, and assumptions:

TDS Revenue

$388 million – $406 million

TDS Adjusted EBITDA(2)

$108 million – $116 million

TDS Free Cash Flow

$14 million – $22 million

(1)

Skillsoft has two operating and reporting segments: Talent Development Solutions (“TDS”) and Global Knowledge (“GK”)

(2)

Denotes a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definitions of these and other non-GAAP financial measures included in this press release, how they are calculated, and the rationale for their use. A reconciliation of historical non-GAAP financial measures to the most directly comparable GAAP financial measures is provided in the tables at the back of this press release. We do not provide quantitative reconciliations for forward-looking non-GAAP financial measures, as we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. See “Non-GAAP Financial Measures” below for further detail.

Webcast and Conference Call Information

Skillsoft will host a conference call and webcast today at 5:00 p.m. Eastern Time to discuss its financial results. To access the call, dial (877) 407‑3088 from the United States and Canada or (201) 389‑0927 from international locations. The live event can be accessed from the Investor Relations section of Skillsoft’s website at investor.skillsoft.com. A replay will be available for twelve months.

About Skillsoft

Skillsoft (NYSE: SKIL) is a global leader in skills management for the human + 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. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com

Skillsoft Public Relations

PR@skillsoft.com

Non-GAAP Financial Measures

In addition to disclosing detailed operating results in accordance with U.S. GAAP, Skillsoft provides supplementary non-GAAP financial measures to consider in evaluating our operating performance. We track the non-GAAP financial measures that we believe are key financial measures of our success. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of U.S. GAAP financial disclosures. In addition, management uses these non-GAAP financial measures to assess operating performance, financial leverage and the effective use and allocation of resources; to provide more normalized period-to-period comparisons of operating results; to enhance investors’ understanding of the core operating results of our business; and to set management incentive targets. We believe investors use both U.S. GAAP and non-GAAP financial measures to assess management's decisions associated with our priorities and capital allocation, as well as to analyze how our business operates in, or responds to, macroeconomic trends or other events that impact our core operations. We disclose the non-GAAP financial measures included in this press release because we believe that they provide meaningful supplemental information. However, non-GAAP financial measures have limitations as analytical tools. Because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these non-GAAP financial measures should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP.

The non-GAAP financial measures included in this press release are: adjusted net income (loss), on both a consolidated and segment basis; adjusted net income (loss) per share; adjusted net income (loss) margin % (i.e., adjusted net income (loss) as a percentage of revenue) on both a consolidated and segment basis; adjusted EBITDA, on both a consolidated and segment basis; adjusted EBITDA margin % (i.e., adjusted EBITDA as a percentage of revenue), on both a consolidated and segment basis; adjusted total operating expenses; adjusted contribution margin; business unit contribution profit; business unit contribution margin (i.e., business unit contribution profit as a percentage of business unit revenue); adjusted costs of revenues; adjusted content and software development expenses; adjusted selling and marketing expenses; adjusted general and administrative expenses; business unit costs of revenues, business unit content and software development expenses; business unit product research and management expenses, free cash flow, and adjusted free cash flow (levered), free cash flow conversion and adjusted net leverage.

We have provided at the back of this press release reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the three and twelve months ending January 31, 2026 and 2025. We do not reconcile our forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information. We provide non-GAAP financial measures that we believe will be achieved, however we cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP financial measures may be materially different than the non-GAAP financial measures.

The non-GAAP measures included in this press release are defined as follows:

●

Adjusted net income (loss)* is defined as net income (loss) excluding non-cash items, discrete and event-specific costs that do not represent normal cash operating expenses necessary for our business operations, and certain accounting income and/or expenses. Management believes these exclusions enhance the comparability of our results from period to period, and as compared to peers, and are useful in assessing our operating performance, and consist of the following (including the related tax effects), when applicable to the periods presented:

○

Impairment charges - Non-cash goodwill and intangible asset impairment charges.

○

Amortization of acquired intangible assets – Non-cash amortization expense of finite-lived intangible assets recognized as a part of business combination accounting.

○

Acquisition and integration related costs – Costs incurred to effectuate an acquisition, including contingent compensation expenses, and integration-related costs.

○

Restructuring charges – Charges related to strategic cost saving initiatives, including severance costs, losses associated with the abandonment of right-of-use assets, and contract termination costs.

○

Transformation costs – Costs incurred to transform our operations through significant strategic non-ordinary course transactions.

○

System migration costs – Costs of temporary resources needed for the migration of content and customers from our legacy system to a global platform.

○

Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, including stock-based compensation, cash awards tied to stock performance, and awards granted in-lieu of stock that are intended to be settled in cash.

○

Executive exit costs – Costs associated with the departure of executives.

○

Fair value adjustments – Mark-to-market adjustments of interest rate swap agreements.

○

Other (income) expense, net – Unrealized and realized gains or losses primarily resulting from fluctuations of U.S. dollar appreciating or depreciating against other currencies, and impairments associated with property and equipment and other tangible assets when their carrying values are not recoverable.

●

Adjusted net income (loss) per share is defined as adjusted net income (loss) divided by the number of diluted weighted average shares outstanding, and adjusted net income (loss) margin % is defined as adjusted net income (loss) as a percentage of revenue.

●

Adjusted net income (loss) margin %* is defined as adjusted net income (loss) as a percentage of revenue.

●

Adjusted EBITDA* is defined as net income (loss) excluding (when applicable to the periods presented) the same exclusions set forth above for the determination of adjusted net income (loss) plus the additional exclusions set forth below. Management believes these exclusions enhance the comparability of our results from period to period, and as compared to peers, and are useful in assessing our operating performance. The additional exclusions are:

○

Amortization of capitalized internally developed software– Non-cash amortization expense for finite-lived intangible assets other than those recognized as a part of business combination accounting.

○

Interest expense, net – Gross interest expense offset by interest income

○

Depreciation expense – Non-cash depreciation expense for property and equipment assets.

○

Provision for (benefit from) income taxes – Current and deferred federal, state and foreign income tax expense (benefit).

Non-GAAP Financial Measures - continued

●

Adjusted EBITDA margin %* is defined as adjusted EBITDA as a percentage of revenue.

●

Adjusted costs of revenues is defined as costs of revenues excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs and transformation costs.

●

Adjusted content and software development expenses is defined as content and software development expenses excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs and transformation costs.

●

Adjusted selling and marketing expenses is defined as selling and marketing expenses excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs and transformation costs.

●

Adjusted general and administrative expenses is defined as general and administrative expense excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs, transformation costs, and executive exit costs.

●

Adjusted total operating expenses is defined as costs of revenues, content and software development expenses, selling and marketing expenses, and general and administrative expenses, in each case excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs, transformation costs, and executive exit costs.

●

Adjusted contribution margin is defined as revenue less adjusted total operating expenses, divided by revenue for the same period.

●

Business unit contribution profit - Segment ("business unit") contribution profit is defined as business unit revenue, less business unit cost of revenues, business unit content and software development expenses, and business unit product research and management expenses.

●

Business unit contribution margin is defined as business unit contribution profit divided by business unit revenue for the same period.

●

Business unit cost of revenues is defined as cost of revenues attributable to the business unit, excluding, where applicable, depreciation expense, long-term incentive compensation expense, system migration costs, and transformation expenses.

●

Business unit content and software development expenses are defined as content and software development expenses attributable to the business unit, excluding, where applicable, depreciation, long-term incentive compensation, system migration costs, and transformation expenses.

●

Business unit product research and management expenses are defined as certain selling and marketing costs attributable to the business unit reflected in the business unit contribution profit.

●

Free cash flow is defined as net cash provided by (used in) operating activities less net purchases of property and equipment and internally developed software. Note that free cash flow does not represent residual cash flow available to Skillsoft for discretionary expenditures.

●

Adjusted free cash flow (levered) is defined as free cash flow plus the cash impact of the charges excluded in the determination of adjusted EBITDA (as set forth above). Note that adjusted free cash flow (levered) does not represent residual cash flow available to Skillsoft for discretionary expenditures.

●

Free cash flow conversion is defined as free cash flow divided by adjusted EBITDA for the same period.

●

Adjusted net leverage is defined as current maturities of long-term debt, plus borrowings under our accounts receivable facility, plus long-term debt, less cash and equivalents and restricted cash, divided by adjusted EBITDA for the preceding twelve-month period.

This non-GAAP financial measure is provided in the reconciliation tables below on both a consolidated and segment basis.

Key Performance Metric

Skillsoft also uses a supplementary key performance metric (dollar retention rate) that we believe is a key financial measure of our success. Key performance metrics are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present key performance metrics when reporting their results. In addition, management uses dollar retention rate to assess operating performance, and to enhance investors’ understanding of the core operating results of our business. We believe investors use dollar retention rate to assess how our business operates in, or responds to, macroeconomic trends or other events that impact our core operations. We use dollar retention rate because we believe that it provides meaningful supplemental information. However, this metric may not be comparable to other similarly titled measures of other companies. It is not a measure of financial condition or liquidity, and should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP.

●

Dollar retention rate (“DRR”) - For existing customers at the beginning of a given period, DRR represents subscription renewals, upgrades, churn and downgrades in such period divided by the beginning total renewable base of such customers for such period. Renewals reflect customers who renew their subscription, inclusive of auto-renewals for multi-year contracts, while churn reflects customers who choose not to renew their subscription. Upgrades include orders from customers that purchase additional licenses or content (e.g., a new Leadership and Business module), while downgrades reflect customers electing to decrease the number of licenses or reduce the size of their content package. Upgrades and downgrades also reflect changes in pricing, We use our DRR to measure the long-term value of customer contracts as well as our ability to retain and expand the revenue generated from our existing customers.

Cautionary Notes Regarding Forward Looking Statements

This press release includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include, but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including statements with respect to our guidance and outlook (including our Full Year Fiscal 2027 Financial Outlook), our product development and planning, our pipeline, future capital expenditures and capital allocation, future share repurchases, anticipated financial results, the impact of regulatory changes, our current and evolving business strategies and their anticipated impact, including with respect to our GK business, demand for our services, our competitive position, the benefits of new initiatives, growth of our business and operations, the effectiveness of our products, the outcomes of litigation proceedings and claims, the state and future of skilling in the workplace, our ability to successfully implement our plans, strategies, objectives, our ability to regain compliance with New York Stock Exchange listing standards, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “contemplate,” “continue,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “objective,” “potential,” “possible,” “probably,” or similar expressions, employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on these forward-looking statements.

Factors, many of which are beyond our control, that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10‑K for the fiscal year ended January 31, 2026 (“2026 Form 10-K”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the 2026 Form 10-K, in this document and in our other periodic filings with the Securities and Exchange Commission ("SEC"). The forward-looking statements contained in this document represent our estimates only as of the date of this press release and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements in the future, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements, or otherwise, except as required by law. You are advised, however, to review any further factors and risks we describe in reports we file from time to time with the SEC after the date hereof.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this press release, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. Annualized, pro forma, projected and estimated numbers are not guarantees or assurances of future performance and may not reflect (and may be materially different from) actual results.

All forward-looking statements contained herein are expressly qualified in their entirety by the foregoing cautionary statements.

Industry and Market Data

Within this document, we reference information and statistics regarding market share, industry data and our market position. Certain of this information has been obtained from various independent third-party sources, including independent industry publications, news reports, reports by market research firms and other independent sources. We believe that these external sources and estimates are reliable but have not independently verified them. In addition, certain of this information and statistics are based on our own internal surveys and assessments, which are developed in good faith using reasonable estimates. The information is based on the most current data available to us and our estimates regarding market position or other industry statistics included in this document or otherwise discussed by us involve risks and uncertainties and are subject to change based on various factors, including as set forth above.

Investors:

Ross Collins

SKIL@alpha-ir.com

Media:

PR@skillsoft.com

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except number of shares and per share amounts)

January 31, 2026

January 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

100,816

100,766

Restricted cash

3,662

2,571

Accounts receivable, net of allowance for credit losses of approximately $382 and $501 as of January 31, 2026 and January 31, 2025, respectively

174,963

178,989

Prepaid expenses and other current assets

53,586

50,527

Total current assets

333,027

332,853

Goodwill

296,300

317,071

Intangible assets, net

308,031

427,221

Other assets

25,760

28,924

Total assets

963,118

1,106,069

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Current maturities of long-term debt

6,404

Borrowings under accounts receivable facility

1,000

Accounts payable

21,309

13,458

Accrued compensation

43,018

47,803

Accrued expenses and other current liabilities

26,394

26,022

Deferred revenue

274,875

282,295

Total current liabilities

373,000

376,982

Long-term debt

570,769

573,267

Deferred tax liabilities

33,933

42,039

Deferred revenue - non-current

1,117

1,656

Other long-term liabilities

14,526

18,279

Total long-term liabilities

620,345

635,241

Commitments and contingencies

Shareholders’ equity (deficit):

Shareholders’ common stock - Class A common shares, $0.0001 par value per share: 18,750,000 shares authorized and 9,095,922 shares issued and 8,796,145 shares outstanding as of January 31, 2026, and 8,616,633 shares issued and 8,316,856 shares outstanding as of January 31, 2025

Additional paid-in capital

1,576,794

1,565,040

Accumulated (deficit)

(1,583,210

)

(1,443,386

)

Treasury stock, at cost- 299,777 shares as of January 31, 2026 and January 31, 2025

(10,891

)

(10,891

)

Accumulated other comprehensive income (loss)

(12,921

)

(16,918

)

Total shareholders’ equity (deficit)

(30,227

)

93,846

Total liabilities and shareholders’ equity (deficit)

963,118

1,106,069

SKILLSOFT CORP.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except number of shares and per share amounts)

Three Months Ended January 31,

Twelve Months Ended January 31,

2026

2025

2026

2025

Revenues:

Total revenues

130,653

133,753

512,674

530,994

Operating expenses:

Costs of revenues

34,223

33,625

134,638

134,879

Content and software development

13,418

15,321

55,626

60,757

Selling and marketing

38,217

40,288

153,495

162,879

General and administrative

17,055

25,974

80,649

92,364

Amortization of intangible assets

32,226

32,019

127,346

127,216

Impairment of goodwill and intangible assets

10,945

—

31,716

—

Acquisition and integration related costs

898

1,379

4,247

Restructuring Charges

9,665

2,912

17,318

18,273

Total operating expenses

155,801

151,037

602,167

600,615

Operating income (loss)

(25,148

)

(17,284

)

(89,493

)

(69,621

)

Other income (expense), net

(1,188

)

(584

)

(3,696

)

677

Fair value adjustment of interest rate swaps

(127

)

869

(3,733

)

1,287

Interest income

389

629

1,859

3,526

Interest expense

(14,355

)

(14,978

)

(58,470

)

(63,516

)

Income (loss) before provision for (benefit from) income taxes

(40,429

)

(31,348

)

(153,533

)

(127,647

)

Provision for (benefit from) income taxes

(3,721

)

(241

)

(13,709

)

(5,739

)

Net income (loss)

(36,708

)

(31,107

)

(139,824

)

(121,908

)

Net income (loss) per share:

Basic and diluted

(4.19

)

(3.75

)

(16.27

)

(14.87

)

Weighted average common share outstanding:

Basic and diluted

8,765,526

8,288,631

8,594,008

8,200,077

SKILLSOFT CORP.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Twelve Months Ended January 31,

2026

2025

Cash flows from operating activities:

Net income (loss)

(139,824

)

(121,908

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Amortization expense for intangible assets

127,346

127,216

Stock-based compensation expense

13,240

19,587

Depreciation expense

1,817

3,374

Impairment of goodwill and intangible assets

31,716

—

Non-cash interest expense

2,305

2,184

Non-cash operating lease right-of-use asset expense

1,604

2,175

Non-cash property, equipment, software and operating right-of-use asset impairment charges

2,622

Provision for credit loss expense (recovery)

(119

)

(61

)

Fair value adjustment of interest rate swaps

3,733

(1,287

)

Unrealized foreign currency (gain) loss

(3,148

)

(148

)

Provision for (benefit from) deferred income taxes – non-cash

(8,348

)

(9,990

)

Changes in assets and liabilities:

Accounts receivable

7,372

4,087

Prepaid expenses and other assets, including long-term

681

(4,471

)

Accounts payable

7,505

(855

)

Accrued expenses and other liabilities, including long-term

(7,710

)

5,348

Deferred revenue

(13,139

)

2,092

Net cash provided by (used in) operating activities

25,050

29,965

Cash flows from investing activities:

Purchase of property and equipment

(1,766

)

(1,603

)

Proceeds from sale of property and equipment

—

Internally developed software - capitalized costs

(16,786

)

(16,765

)

Net cash provided by (used in) investing activities

(18,552

)

(18,358

)

Cash flows from financing activities:

Shares repurchased for tax withholding upon vesting of restricted stock-based awards

(3,250

)

(1,127

)

Proceeds from (payments on) accounts receivable facility

—

(43,980

)

Principal payments on term loans

(4,803

)

(6,404

)

Net cash provided by (used in) financing activities

(8,053

)

(51,511

)

Effect of exchange rate changes on cash and cash equivalents

2,696

(3,282

)

Net increase (decrease) in cash, cash equivalents and restricted cash

1,141

(43,186

)

Cash, cash equivalents and restricted cash, beginning of period

103,337

146,523

Cash, cash equivalents and restricted cash, end of period

104,478

103,337

Supplemental disclosure of cash flow information:

Cash and cash equivalents

100,816

100,766

Restricted cash

3,662

2,571

Cash, cash equivalents and restricted cash, end of period

104,478

103,337

SKILLSOFT CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands, except percentages, number of shares and per share amounts, unaudited)

Three Months Ended January 31,

Twelve Months Ended January 31,

2026

2025

2026

2025

Revenues

Talent Development Solutions

102,614

102,805

403,745

405,530

Global Knowledge

28,039

30,948

108,929

125,464

Total revenues, as reported

130,653

133,753

512,674

530,994

Net income (loss), as reported

(36,708

)

(31,107

)

(139,824

)

(121,908

)

Amortization of acquired intangible assets (1)

28,823

29,455

115,334

118,642

Impairment of goodwill and intangible assets

10,945

—

31,716

—

Acquisition and integration related costs

898

1,379

4,247

Restructuring charges

9,665

2,912

17,318

18,273

Transformation costs

688

252

4,674

1,567

System migration costs

—

118

Long-term incentive compensation expenses

2,294

10,164

14,868

20,602

Executive exit costs

—

3,326

Fair value adjustment of interest rate swaps

127

(869

)

3,733

(1,287

)

Other (income) expense, net

1,188

584

3,696

(677

)

Tax impact of adjustments

(6,058

)

5,199

(17,210

)

(7,416

)

Adjusted net income (loss)

11,016

17,488

35,684

35,487

Interest expense, net

13,966

14,349

56,611

59,990

Expense (benefit from) income taxes, excluding tax impacts above

2,337

(5,440

)

3,501

1,677

Depreciation

453

970

1,817

3,374

Amortization of capitalized internally developed software (1)

3,403

2,564

12,012

8,574

Adjusted EBITDA

31,175

29,931

109,625

109,102

Weighted average common shares outstanding:

Basic and diluted

8,765,526

8,288,631

8,594,008

8,200,077

Basic and diluted per share information:

Net income (loss) per share, as reported

(4.19

)

(3.75

)

(16.27

)

(14.87

)

Adjusted net income (loss) per share

1.26

2.11

4.15

4.33

Net income (loss) margin %

(28.1

(23.3

(27.3

(23.0

Amortization of acquired intangible assets (1)

22.1

22.0

22.5

22.3

Impairment of goodwill and intangible assets

8.4

0.0

6.2

0.0

Acquisition and integration related costs

0.0

0.7

0.3

0.8

Restructuring charges

7.4

2.2

3.4

Transformation costs

0.5

0.2

0.9

0.3

System migration costs

0.0

Long-term incentive compensation expenses

1.8

7.6

2.9

3.9

Executive exit costs

0.0

0.6

Fair value adjustment of interest rate swaps

0.1

-0.6

0.7

(0.2

Other (income) expense, net

0.9

0.4

0.7

(0.1

Tax impact of adjustments

(4.7

3.9

(3.3

(1.3

Adjusted net income (loss) margin %

8.4

13.1

7.0

6.7

Interest expense, net

10.7

10.70

11.0

11.3

Expense (benefit from) income taxes, excluding tax impacts above

1.9

(4.0

0.7

0.3

Depreciation

0.3

0.7

0.4

0.6

Amortization of capitalized internally developed software (1)

2.6

1.9

2.3

1.6

Adjusted EBITDA margin %

23.9

22.4

21.4

20.5

(1) All amortization (not only amortization pertaining to finite-lived intangible assets recognized as part of business combination accounting) is excluded in the determination of Adjusted EBITDA.

SKILLSOFT CORP.

TALENT DEVELOPMENT SOLUTIONS

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands, unaudited)

Three Months Ended January 31,

Year Ended January 31,

2026

2025

2026

2025

Total TDS Segment revenues, as reported

102,614

102,805

403,745

405,530

TDS Segment Net income (loss) (1)

(22,274

)

(14,080

)

(84,140

)

(97,044

)

Amortization of acquired intangible assets (2)

27,258

27,932

109,131

112,018

Impairment of goodwill and intangible assets

10,945

—

10,945

—

Acquisition and integration related costs

898

1,361

4,241

Restructuring charges

9,523

1,596

15,542

13,255

Transformation costs

688

263

4,674

1,567

System migration costs

—

118

Long-term incentive compensation expenses

1,758

9,968

13,680

20,149

Executive exit costs

—

3,326

Fair value adjustment of interest rate swaps

127

(869

)

3,733

(1,287

)

Other (income) expense, net

(10,594

)

(11,774

)

(10,695

)

(11,487

)

Tax impact of adjustments

(5,632

)

5,005

(14,267

)

(6,810

)

TDS Segment Adjusted net income (loss)

11,851

18,939

49,964

38,046

Interest expense, net

13,982

14,366

56,692

60,040

Expense (benefit from) income taxes, excluding tax impacts above

3,463

(4,508

)

2,355

1,214

Depreciation

339

703

1,333

2,417

Amortization of capitalized internally developed software (2)

3,403

2,564

12,012

8,574

TDS Segment Adjusted EBITDA

33,038

32,064

122,356

110,291

TDS Segment net income (loss) margin %

(21.7

(13.7

(20.8

(23.9

Amortization of acquired intangible assets (2)

26.6

27.2

27.0

27.6

Impairment of goodwill and intangible assets

10.7

0.0

2.7

0.0

Acquisition and integration related costs

0.1

0.9

0.3

1.0

Restructuring charges

9.3

1.6

3.8

3.3

Transformation costs

0.7

0.3

1.2

0.4

System migration costs

0.0

Long-term incentive compensation expenses

1.7

9.7

3.4

5.0

Executive exit costs

0.0

0.8

Fair value adjustment of interest rate swaps

0.1

(0.8

0.9

(0.3

Other (income) expense, net

(10.3

(11.5

(2.6

(2.8

Tax impact of adjustments

(5.7

4.7

(3.5

(1.7

TDS Segment Adjusted net income (loss) margin %

11.5

18.4

12.4

9.4

Interest expense, net

13.6

14.0

14.8

Expense (benefit from) income taxes, excluding tax impacts above

3.5

(4.4

0.6

0.3

Depreciation

0.3

0.7

0.3

0.6

Amortization of capitalized internally developed software (2)

3.3

2.5

3.0

2.1

TDS Segment Adjusted EBITDA margin %

32.2

31.2

30.3

27.2

(1) The TDS and GK net income (loss) amounts combined agree with the aggregate amount reported on the consolidated statements of operations.

(2) All amortization (not only amortization pertaining to finite-lived intangible assets recognized as part of business combination accounting) is excluded in the determination of TDS Segment Adjusted EBITDA.

SKILLSOFT CORP.

GLOBAL KNOWLEDGE

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands, unaudited)

Three Months Ended January 31,

Year Ended January 31,

2026

2025

2026

2025

Total GK Segment revenues, as reported

28,039

30,948

108,929

125,464

GK Segment Net income (loss) (1)

(14,434

)

(17,027

)

(55,684

)

(24,864

)

Amortization of acquired intangible assets (2)

1,565

1,523

6,203

6,624

Impairment of goodwill

—

20,771

—

Acquisition and integration related costs

—

Restructuring charges

142

1,316

1,776

5,018

Transformation costs

—

(11

)

—

Long-term incentive compensation expenses

536

196

1,188

453

Other (income) expense, net

11,782

12,358

14,391

10,810

Tax impact of adjustments

(426

)

194

(2,943

)

(606

)

GK Segment Adjusted net income (loss)

(835

)

(1,451

)

(14,280

)

(2,559

)

Interest expense, net

(16

)

(17

)

(81

)

(50

)

Expense (benefit from) income taxes, excluding tax impacts above

(1,126

)

(932

)

1,146

463

Depreciation

114

267

484

957

GK Segment Adjusted EBITDA

(1,863

)

(2,133

)

(12,731

)

(1,189

)

GK Segment net income (loss) margin %

(51.5

(55.0

(51.1

(19.8

Amortization of acquired intangible assets (2)

5.6

4.9

5.7

5.3

Impairment of goodwill

0.0

19.1

0.0

Acquisition and integration related costs

0.0

Restructuring charges

0.5

4.3

1.6

4.0

Transformation costs

0.0

Long-term incentive compensation expenses

1.9

0.6

1.1

0.4

Other (income) expense, net

42.0

39.9

13.2

8.6

Tax impact of adjustments

(1.5

0.6

(2.7

(0.5

GK Segment Adjusted net income (loss) margin %

(3.0

(4.7

(13.1

(2.0

Interest expense, net

(0.1

0.0

Expense (benefit from) income taxes, excluding tax impacts above

(3.9

(3.0

1.1

0.3

Depreciation

0.4

0.9

0.4

0.8

GK Segment Adjusted EBITDA margin %

(6.6

(6.9

(11.7

(0.9

(1) The TDS and GK net income (loss) amounts combined agree with the aggregate amount reported on the consolidated statements of operations.

SKILLSOFT CORP.

BUSINESS UNIT CONTRIBUTION PROFIT AND MARGIN

(in thousands, except percentages, unaudited)

Three Months Ended January 31,

Twelve Months Ended January 31,

2026

2025

2026

2025

Talent Development Solutions

Revenue

102,614

102,805

403,745

405,530

Business unit cost of revenues

16,240

14,702

66,005

61,183

Business unit content and software development expenses

12,265

12,931

49,850

52,875

Business unit product research and management expenses

2,117

2,687

8,868

9,001

Business unit contribution profit

71,992

72,485

279,022

282,471

Business unit contribution margin

70.2

70.5

69.1

69.7

Global Knowledge

Revenue

28,039

30,948

108,929

125,464

Business unit cost of revenues

17,917

18,634

67,949

72,593

Business unit content and software development expenses

531

542

2,643

2,637

Business unit contribution profit

9,591

11,772

38,337

50,234

Business unit contribution margin

34.2

38.0

35.2

40.0

SKILLSOFT CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued

(in thousands, unaudited)

Three Months Ended January 31,

Twelve Months Ended January 31,

2026

2025

2026

2025

Operating expenses:

GAAP costs of revenues

34,223

33,625

134,638

134,879

Depreciation

(67

)

(82

)

(269

)

(397

)

Long-term incentive compensation expenses

(207

)

(415

)

(706

)

Adjusted costs of revenues

34,157

33,336

133,954

133,776

GAAP content and software development expenses

13,418

15,321

55,626

60,757

Depreciation

(94

)

(78

)

(360

)

(296

)

Long-term incentive compensation expenses

(528

)

(1,770

)

(2,773

)

(4,831

)

System migration costs

—

(118

)

Adjusted content and software development expenses

12,796

13,473

52,493

55,512

GAAP selling and marketing expenses

38,217

40,288

153,495

162,879

Depreciation

(147

)

(134

)

(577

)

(665

)

Long-term incentive compensation expenses

(553

)

(394

)

(3,305

)

(4,042

)

Transformation costs

—

(213

)

Adjusted selling and marketing expenses

37,517

39,760

149,613

157,959

GAAP general and administrative expenses

17,055

25,974

80,649

92,364

Depreciation

(145

)

(676

)

(611

)

(2,016

)

Long-term incentive compensation expenses

(1,214

)

(7,793

)

(8,375

)

(11,023

)

Transformation costs

(688

)

(252

)

(4,674

)

(1,354

)

Executive exit costs

—

(3,326

)

Adjusted general and administrative expenses

15,008

17,253

66,989

74,645

Total GAAP operating expenses

102,913

115,208

424,408

450,879

Depreciation

(453

)

(970

)

(1,817

)

(3,374

)

Long-term incentive compensation expenses

(2,294

)

(10,164

)

(14,868

)

(20,602

)

System migration costs

—

(118

)

Transformation costs

(688

)

(252

)

(4,674

)

(1,567

)

Executive exit costs

—

(3,326

)

Adjusted total operating expenses

99,478

103,822

403,049

421,892

SKILLSOFT CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued

(in thousands, unaudited)

Three Months Ended January 31,

Twelve Months Ended January 31,

2026

2025

2026

2025

Talent Development Solutions

Cost of revenues and content and software development expenses:

GAAP costs of revenues

16,285

14,972

66,637

62,154

Depreciation

(64

)

(74

)

(258

)

(340

)

Long-term incentive compensation expenses

(196

)

(374

)

(631

)

Business unit costs of revenues

16,240

14,702

66,005

61,183

GAAP content and software development expenses:

12,892

14,690

52,981

58,017

Depreciation

(92

)

(59

)

(355

)

(270

)

Long-term incentive compensation expenses

(535

)

(1,700

)

(2,776

)

(4,754

)

System migration costs

—

(118

)

Business unit content and software development

12,265

12,931

49,850

52,875

GAAP cost of revenues and content and software development expenses

29,177

29,662

119,618

120,171

Depreciation

(156

)

(133

)

(613

)

(610

)

Long-term incentive compensation expenses

(516

)

(1,896

)

(3,150

)

(5,385

)

System migration costs

—

(118

)

Business unit total cost of revenues and content and software development expenses

28,505

27,633

115,855

114,058

Global Knowledge

Cost of revenues and content and software development expenses:

GAAP costs of revenues

17,938

18,653

68,001

72,725

Depreciation

)

(11

)

(57

)

Long-term incentive compensation expenses

(18

)

(11

)

(41

)

(75

)

Business unit costs of revenues

17,917

18,634

67,949

72,593

GAAP content and software development expenses:

526

631

2,645

2,740

Depreciation

—

(61

)

(26

)

Long-term incentive compensation expenses

(28

)

(77

)

Business unit content and software development expenses

531

542

2,643

2,637

GAAP cost of revenues and content and software development expenses

18,464

19,284

70,646

75,465

Depreciation

)

(69

)

(14

)

(83

)

Long-term incentive compensation expenses

(13

)

(39

)

(40

)

(152

)

Business unit total cost of revenues and content and software development expenses

18,448

19,176

70,592

75,230

SKILLSOFT CORP.

FREE CASH FLOW and ADJUSTED FREE CASH FLOW (LEVERED) RECONCILIATION

(in thousands, unaudited)

Three Months Ended January 31,

Twelve Months Ended January 31,

2026

2025

2026

2025

Free cash flow reconciliation

Net cash provided by (used in) operating activities

30,455

17,751

25,050

29,965

Purchase of property and equipment, net

(160

)

(783

)

(1,766

)

(1,593

)

Internally developed software - capitalized costs

(3,753

)

(3,747

)

(16,786

)

(16,765

)

Free cash flow

26,542

13,221

6,498

11,607

Cash impact for adjusted EBITDA excluded charges

2,383

4,341

17,964

21,528

Adjusted free cash flow (levered)

28,925

17,562

24,462

33,135

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duration

- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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dei_EntityAddressStateOrProvince

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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