Financial Analysis

( 11 ) Commitments and Contingencies Litigation Skillsoft is, from time to time, party to general legal proceedings and claims, which arise in the ordinary course of business including those relating to commercial and contractual disputes, employment matters, intellectual property, and other business matters. When appropriate, management consults with legal counsel and other appropriate experts to assess claims. If, in managements opinion, we have incurred a probable loss as determined in accordance with GAAP, an estimate is made of the loss, and the appropriate accrual is reflected in our consolidated financial statements. Currently, there are no material amounts accrued. While it is not possible to quantify the financial impact or predict the outcome of these pending claims and litigation, management does not anticipate that the outcome of any such current proceedings or known claims, either individually or in aggregate, will materially affect Skillsofts financial position, results of operations or cash flows. There are no material proceedings to which any director, officer or affiliate of Skillsoft, any owner of record or beneficially of more than five percent of our common stock, or any associate of any of the foregoing, is a party adverse to Skillsoft or any of its subsidiaries or has a material interest adverse to Skillsoft or any of its subsidiaries. Warranties and Indemnities Skillsofts software license arrangements and hosting services are typically warranted to perf …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

( 10 ) Employee Benefit Plan We have a 401 (k) plan covering all US-based employees of Skillsoft who have met certain eligibility requirements. Under the terms of the plan, employees may elect to make tax-deferred contributions to the 401 (k) plan. In addition, Skillsoft may make discretionary contributions. Under this plan, aggregate Skillsoft contributions of approximately $2.6 million were made for each of the fiscal years ended January 31, 2026 , 2025 , and 2024 . In addition, we have various retirement and post-employment plans covering certain international employees. Certain of the plans allow Skillsoft to match employee contributions up to a specified percentage as defined by the plans. Under these plans, aggregate Skillsoft contributions of approximately $3.6 million, $3.3 million and $3.5 million were made for the fiscal years ended January 31, 2026 , 2025 , and 2024 , respectively.

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( 12 ) Long-Term Debt Debt consisted of the following (in thousands): As of January 31, 2026 2025 Term Loans - current portion $ 6,404 $ 6,404 Current maturities of long-term debt $ 6,404 $ 6,404 Term Loans - long-term portion $ 576,990 $ 581,793 Original issue discount - long-term portion (4,032 ) (5,527 ) Deferred financing costs - long-term portion (2,189 ) (2,999 ) Long-term debt $ 570,769 $ 573,267 Term Loans On July 16, 2021, a Skillsoft subsidiary, Skillsoft Finance II, Inc. (Skillsoft Finance II) entered into a Credit Agreement (the Credit Agreement), by and among Skillsoft Finance II, as borrower, another subsidiary - Skillsoft Finance I, Inc. (Holdings), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a term loan in the original principal amount of $480 million (the Original Term Loan). In connection with the closing of our Codecademy acquisition, Skillsoft Finance II entered into Amendment No. 1 to the Credit Agreement, dated as of April 4, 2022 ( the First Amendment), among Skillsoft Finance II, Holdings, certain subsidiaries of Skillsoft Finance II, as guarantors, Citibank N.A., as administrative agent, and the financial institutions party thereto as Term B- 1 Lenders, which amended the Credit Agreement (as amended by the First Amendment, the Amended Credit Agreement), which provided additional Term B- 1 Loans in the original principal amount of $160 million. The Original Term Loan …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Twelve Months Ended January 31, 2026 2025 2024 TDS: SaaS and subscription services: Enterprise $ 342,800 $ 341,427 $ 335,964 Consumer 34,668 41,307 48,058 Professional services 26,277 22,796 20,828 403,745 405,530 404,850 GK: Virtual, on-demand and classroom 108,929 125,464 148,387 Total net revenues $ 512,674 $ 530,994 $ 553,237 Twelve Months Ended January 31, 2026 2025 2024 United States $ 330,034 $ 347,937 $ 363,665 Europe, Middle East and Africa 135,731 134,580 140,716 Other Americas 25,566 26,037 28,547 Asia-Pacific 21,343 22,440 20,309 Total net revenues $ 512,674 $ 530,994 $ 553,237

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( 16 ) Stock-Based Compensation Equity Incentive Plans In June 2021, Skillsoft adopted the 2020 Omnibus Incentive Plan, which was amended on June 6, 2024 ( as so amended the 2020 Plan). The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to employees, directors, and consultants of Skillsoft. Under the 2020 Plan, 655,295 shares were initially made available for issuance, increased by amendment to 2,908,333 shares. The 2020 Plan also includes an annual increase on January 1 each year beginning on January 1, 2022, in an amount equal to 5.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. Our Talent and Compensation Committee may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares of common stock than provided for in the 2020 Plan (to date such discretion has not been exercised). As of January 31, 2026 , a total of 508,128 shares of common stock remain available for issuance under the 2020 Plan. In May 2024, Skillsoft adopted the Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan amended as of June 5, 2025, to increase the number of shares authorized for issuance thereunder from 200,000 to a total of 400,000 (as so amended t …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

( 18 ) Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820 ) establishes a fair value hierarchy that prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are information that reflect the assumptions that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are variables that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three levels of the fair value hierarchy established by ASC 820 in order of priority are as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect o …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

( 4 ) Intangible Assets Intangible assets consisted of the following (in thousands, except for remaining life): January 31, 2026 January 31, 2025 Weighted Average Remaining Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed software/courseware 1.9 $ 381,712 $ 314,716 $ 66,996 2.0 $ 365,108 $ 238,941 $ 126,167 Customer contracts/relationships 7.5 270,112 135,994 134,118 8.6 267,286 96,777 170,509 Trademarks and trade names 10.3 53,141 14,815 38,326 11.5 52,378 10,161 42,217 Publishing rights 0.4 41,100 38,109 2,991 1.4 41,100 29,889 11,211 Backlog 0.0 0.9 49,700 49,128 572 Skillsoft trademark Indefinite 65,600 65,600 Indefinite 76,545 76,545 Total intangible assets $ 811,665 $ 503,634 $ 308,031 $ 852,117 $ 424,896 $ 427,221 Amortization expense related to our existing finite-lived intangible assets is expected to be as follows (in thousands) for the fiscal years ended January 31: Amortization Expense 2027 $ 84,561 2028 43,787 2029 32,068 2030 24,560 2031 18,720 Thereafter 38,735 Total future amortization $ 242,431 Amortization expense related to intangible assets in the aggregate was $127.3 million for fiscal 2026 , $127.2 million for fiscal 2025 , and $152.5 million for fiscal 2024 . Our goodwill as of the dates indicated is as follows (in thousands): For the Year Ended January 31, 2026 As of End-of-Year As of Beginning-of-Yea …

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( 5 ) Taxes The following table presents the domestic and foreign components of income (loss) before income taxes (in thousands): Twelve Months Ended January 31, 2026 2025 2024 Domestic $ (83,613 ) $ (24,556 ) $ (197,841 ) Foreign (69,920 ) (103,091 ) (167,027 ) Income (loss) before income taxes $ (153,533 ) $ (127,647 ) $ (364,868 ) Significant components of the income tax provision (benefit) consist of the following (in thousands): Twelve Months Ended January 31, 2026 2025 2024 CURRENT Federal $ (6,769 ) $ 694 $ 722 State 470 398 415 Foreign 938 3,159 4,664 Current tax provision (benefit) (5,361 ) 4,251 5,801 DEFERRED Federal (19 ) 26 11 State 8 31 (45 ) Foreign (8,337 ) (10,047 ) (22,032 ) Deferred tax provision (benefit) (8,348 ) (9,990 ) (22,066 ) Income tax provision (benefit) $ (13,709 ) $ (5,739 ) $ (16,265 ) A reconciliation of the effective tax rate differences for the year ended January 31, 2026 was as follows (dollars in thousands): Twelve Months Ended January 31, 2026 Amount Rate Tax at Statutory Rate: United States (21.0%) $ (32,242 ) 21.0 % Increase (decrease) in tax resulting from: State tax expense (1) 247 (0.2 )% Foreign tax effects: Ireland: Foreign rate differential 8,569 (5.6 )% Unremitted earnings 5,003 (3.3 )% Nontaxable or nondeductible items - foreign 1,609 (1.0 )% Other adjustments (349 ) 0.2 % Luxembourg: Nontaxable or nondeductible items - foreign (7,112 ) 4.6 % Other adjustments 835 (0.5 )% Other foreign jurisdictions: Other adjustments (810 ) 0.5 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Guidance In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023 - 09, Improvements to Income Tax Disclosures, which requires additional information in the rate reconciliation table and additional disclosures about income taxes paid. We adopted this guidance effective February 1, 2025. The impact of our adoption of this guidance is reflected in Note 5 Taxes. The adoption did not have a material impact to our consolidated financial statements, but it resulted in the presentation of more detailed income tax disclosures. Recently Issued Accounting Guidance In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ) , which requires disclosure of specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization. ASU 2024 - 03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. We will adopt this guidance effective February 1, 2027. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. We are evaluating the impact that this ASU will have on our consolidated financial statements. In September 2025, the FASB is …

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( 21 ) Related Party Transactions Agreement with Largest Shareholder In January 2025, Skillsoft renewed a previous three -year agreement to provide off-the-shelf Skillsoft products to companies affiliated with Prosus N.V. and Naspers Ltd. (collectively known as Prosus Companies) for an aggregate of $0.8 million over the next three years (the Prosus Commercial Agreement). In March 2024, Skillsoft entered into a one -year commercial arrangement to provide training and coaching services to Prosus Companies in the amount of $84,000. These services were not provided in 2024, and were therefore extended in March 2025 for another year (collectively, the Coaching Arrangement). In June 2025, the parties consolidated these arrangements and added certain upgraded licenses (the 2025 Consolidation). The 2025 Consolidation includes Skillsoft's customary automatic one -year renewal term unless terminated by either party upon specified advance notice. However, the Coaching Arrangement portion terminated in January 2026. In April 2025, the parties also entered into an additional one -year off-the-shelf product agreement for specific training products for approximately $69,000 and in March 2026, the parties added a number of additional licenses to the 2025 Consolidation for the remaining term of the three -year agreement for approximately $40,000 per year. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

( 9 ) Restructuring In connection with the previously disclosed review of strategic alternatives for the GK segment, including a potential sale, the implementation of our comprehensive resource reallocation plan the (CRRP), the integration of recent acquisitions, and our workplace flexibility policy, we continued to execute initiatives aimed at reducing costs and aligning our operating expenses with current economic conditions and our operating model. These initiatives were intended to enhance operating efficiency, competitiveness, and overall profitability and included workforce reductions and facility consolidations. The following is a summary of restructuring charges by segment for the periods presented (in thousands): Twelve Months Ended January 31, 2026 2025 2024 TDS $ 15,362 $ 13,256 $ 8,335 GK 1,956 5,017 5,643 Total $ 17,318 $ 18,273 $ 13,978 These restructuring charges are presented separately in the accompanying consolidated statements of operations. The above restructuring charges included employee termination costs of $9.2 million, $11.9 million, and $8.7 million, as well as lease termination and impairment charges of $1.1 million, $1.4 million, and $3.6 million during fiscal 2026, fiscal 2025 and fiscal 2024, respectively. In addition, our restructuring charges for fiscal 2026 included $ 3.9 million associated with contract termination costs. The restructuring charge liability activity consisted of the following for the periods presented (in thousands): Twelve Mo …

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( 17 ) Revenue Revenue Components and Performance Obligations Subscription Services Skillsoft offers subscriptions that provide customers access to a broad spectrum of learning options including access to cloud-based Software as a Service (SaaS) learning content and individualized coaching. Our cloud-based subscription solutions normally do not provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services and, as a result, are accounted for as service arrangements. Access to the platform and course content represents a series of distinct services as we continually provide access to, and fulfill our obligation to, the customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is usually recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. Our subscription contracts typically vary from one year to three years. Our cloud-based solutions arrangements are mostly non-cancellable, non-refundable, and are invoiced in advance of the subscription services being provided. Revenue from individualized coaching for time-based access to unlimited sessions is recognized on a straight-line basis over the period these services are available to the custom …

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( 19 ) Segment Information ASC 280, Segment Reporting , establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise that earn revenue and incur expenses, for which discrete financial information is available, and whose operating results are regularly reviewed by the chief operating decision maker (CODM), in determining how to allocate resources and to assess performance. Skillsofts CODM is its Chief Executive Officer. No operating segments have been aggregated to determine our reportable segments. Our CODM organizes Skillsofts business management resource allocation and measures performance through two operating and reportable segments: Talent Development Solutions (TDS) and Global Knowledge (GK). These two businesses, described below, are highly complementary. The CODM uses segment revenues, segment (business unit) contribution profit and business unit contribution margin (business unit contribution profit as a percentage of business unit revenue) to evaluate segment performance and allocate resources. There are no intercompany revenue transactions reported between our reportable segments. When our segments enter into transactions to provide products and services to third -parties, revenue is generally allocated to our segments based on relative value. Business unit contribution profit is determined by subtracting the following from segment revenue: business unit costs of revenues, business unit cont …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

( 2 ) Summary of Significant Accounting Policies Revenue Recognition Skillsoft enters into contracts that provide customers access to a broad spectrum of learning options including cloud-based learning content, talent management solutions, virtual, on-demand and classroom training, and individualized coaching. Skillsoft recognizes revenue that reflects the consideration that we expect to be entitled to receive in exchange for these services. We apply judgment in determining our customers ability and intent to pay, which is based on a variety of factors, including the customers historical payment experience, credit, or financial information. We are not required to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price. Skillsofts cloud-based software as a solution generally does not provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services and, as a result, are accounted for as service arrangements. Access to the platform and course content represents a series of distinct services as we continually provide access to, and fulfill our obligation to, the customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is generally recognized on a st …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

( 14 ) Shareholders Equity Common Stock As of January 31, 2026 , Skillsofts authorized share capital consisted of 18,750,000 shares of common stock and 10,000,000 shares of preferred stock, with a par value $0.0001 each. As of such date, 9,095,922 shares of common stock were issued, including treasury shares, and 8,796,145 shares were outstanding. As of January 31, 2026 , Skillsoft had no shares of preferred stock outstanding. Subject to applicable law, Skillsoft may declare dividends to be paid ratably to holders of common stock out of our assets that are legally available to be distributed as dividends in the discretion of Skillsofts Board of Directors (Board). Warrants See Note 15 Warrants for information related to the equity and liability-classified warrants. Share Repurchase Authorization On July 10, 2024, Skillsofts Board authorized Skillsoft to repurchase up to $10 million of its common stock. The share repurchase authorization will terminate on July 11, 2028 and does not obligate Skillsoft to purchase any minimum number of shares of common stock, and the authorization may be suspended, modified, or discontinued at any time without prior notice. As of January 31, 2026 , no common stock had been repurchased under the share repurchase authorization. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) associated with foreign currency translation adjustments consisted of the following (in thousands): For the Year Ended January 31, 2 …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

( 22 ) Subsequent Events Our common stock is currently listed on the NYSE. On March 26, 2026, the NYSE notified Skillsoft (the Notice) that we were no longer in compliance with Section 802.01B of the NYSE Listed Company Manual because our average global market capitalization over a consecutive 30 trading-day period that ended on March 23, 2026, and, at the same time, our last reported stockholders equity, were each less than $50 million (the Market Cap Standard). In accordance with NYSE procedures, we have 45 days from receipt of the Notice to submit a plan to the NYSE demonstrating how we intend to regain compliance with the Market Cap Standard within 18 months of our receipt of the Notice. We intend to submit a plan to bring the Company into compliance with the Market Cap Standard within the required timeframe (the Plan). However, there can be no assurance that the NYSE will accept the Plan, or if accepted, that it will be successful. If the plan is not submitted on a timely basis, or the NYSE does not accept the Plan, it will commence suspension and delisting procedures. If the NYSE accepts the Plan, our common stock would continue to be listed and traded on the NYSE during the 18 -month cure period, subject to quarterly monitoring and compliance with other continued listing requirements. If we fail to meet material aspects of the Plan or any quarterly milestones, the NYSE may commence suspension and delisting procedures. If we fail to regain compliance with the Market Cap …

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( 7 ) Commitments and Contingencies Litigation Skillsoft is, from time to time, party to general legal proceedings and claims, which arise in the ordinary course of business including those relating to commercial and contractual disputes, employment matters, intellectual property, and other business matters. When appropriate, management consults with legal counsel and other appropriate experts to assess claims. If, in managements opinion, we have incurred a probable loss as determined in accordance with GAAP, an estimate is made of the loss, and the appropriate accrual is reflected in our consolidated financial statements. Currently, there are no material amounts accrued. While it is not possible to quantify the financial impact or predict the outcome of pending claims and litigation, management does not anticipate that the outcome of any such current proceedings or known claims, either individually or in aggregate, will materially affect Skillsofts financial position, results of operations or cash flows. There are no material proceedings to which any director, officer or affiliate of Skillsoft, any owner of record or beneficially of more than five percent of our common stock, or any associate of any of the foregoing is a party adverse to Skillsoft or any of its subsidiaries or has a material interest adverse to Skillsoft or any of its subsidiaries. Warranties and Indemnities Skillsofts software license arrangements and hosting services are typically warranted to perform in a …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"( 8 ) Long-Term Debt Debt consisted of the following (in thousands): April 30, 2026 January 31, 2026 Term Loans - current portion $ 6,404 $ 6,404 Current maturities of long-term debt $ 6,404 $ 6,404 Term Loans - long-term portion $ 573,788 $ 576,990 Original issue discount - long-term portion (3,646 ) (4,032 ) Deferred financing costs - long-term portion (1,979 ) (2,189 ) Long-term debt $ 568,163 $ 570,769 Term Loans On July 16, 2021, a Skillsoft subsidiary, Skillsoft Finance II, Inc. (Skillsoft Finance II), entered into a Credit Agreement (the Credit Agreement), by and among Skillsoft Finance II, as borrower, another subsidiary - Skillsoft Finance I, Inc. (Holdings), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a term loan in the original principal amount of $480 million (the ""Original Term Loan""). In connection with the closing of our Codecademy acquisition, Skillsoft Finance II entered into Amendment No. 1 to the Credit Agreement, dated as of April 4, 2022 ( the First Amendment), among Skillsoft Finance II, Holdings, certain subsidiaries of Skillsoft Finance II, as guarantors, Citibank N.A., as administrative agent, and the financial institutions party thereto as Term B- 1 Lenders, which amended the Credit Agreement (as amended by the First Amendment, the Amended Credit Agreement), which provided additional Term B- 1 Loans in the original principal amount of $160 million. The Original …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Three Months Ended April 30, 2026 2025 SaaS and subscription services: Enterprise $ 81,443 $ 84,684 Consumer 7,087 8,971 Professional services and other 5,968 5,493 Total net revenues $ 94,498 $ 99,148 Three Months Ended April 30, 2026 2025 United States $ 70,696 $ 75,396 Europe, Middle East and Africa 14,398 14,053 Other Americas 4,447 4,124 Asia-Pacific 4,957 5,575 Total net revenues $ 94,498 $ 99,148

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( 10 ) Stock-Based Compensation Equity Incentive Plans In June 2021, Skillsoft adopted the 2020 Omnibus Incentive Plan, which was amended on June 6, 2024 ( as so amended, the 2020 Plan). The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to employees, directors, and consultants of Skillsoft. Under the 2020 Plan, 655,295 shares were initially made available for issuance, increased by amendment to 2,908,333 shares, subject to annual increases (described below) and adjustment provisions already included in the 2020 Plan. The 2020 Plan includes an annual increase on January 1 each year, through (and including) January 1, 2031, in an amount equal to 5.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. Our Talent and Compensation Committee may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares of common stock than provided for in the 2020 Plan (to date such discretion has not been exercised). As of April 30, 2026 , a total of 284,535 shares of common stock remain available for issuance under the 2020 Plan. In May 2024, Skillsoft adopted the Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan, amended as of June 5, 2025, to in …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"( 12 ) Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820 ) establishes a fair value hierarchy that prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are information that reflect the assumptions that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are variables that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three levels of the fair value hierarchy established by ASC 820 in order of priority are as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"( 4 ) Intangible Assets Intangible assets consisted of the following (in thousands, except for remaining life): April 30, 2026 January 31, 2026 Weighted Average Remaining Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed software/courseware 2.3 $ 384,787 $ 334,209 $ 50,579 1.9 $ 381,712 $ 314,716 $ 66,996 Customer contracts/relationships 7.5 234,600 124,915 109,685 7.5 234,600 117,832 116,768 Trademarks and trade names 9.7 44,000 12,146 31,854 10.3 44,000 11,217 32,783 Publishing rights 0.1 41,100 40,164 936 0.4 41,100 38,109 2,991 Skillsoft trademark Indefinite 65,600 65,600 Indefinite 65,600 65,600 Total intangible assets $ 770,087 $ 511,434 $ 258,654 $ 767,012 $ 481,874 $ 285,138 Amortization expense related to our existing finite-lived intangible assets is expected to be as follows (in thousands) for the fiscal years ended January 31: Amortization Expense 2027 (nine months remaining) $ 50,268 2028 40,043 2029 29,055 2030 22,079 2031 16,729 Thereafter 34,880 Total future amortization $ 193,054 Amortization expense related to intangible assets in the aggregate was $29.6 million and $30.1 million for the three months ended April 30, 2026 and April 30, 2025 , respectively. Our goodwill as of the dates indicated is as follows (in thousands): Impairment For the Three As of April 30, 2026 Months Ended As of January 31, 2026 Gro …

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( 5 ) Taxes For the three months ended April 30, 2026 , we recorded tax expense of $1.0 million on a pretax loss of $17.7 million. For the three months ended April 30, 2025 , we recorded a tax benefit of $0.7 million on a pretax loss of $30.4 million. For the three months ended April 30, 2026, the expense reflects changes in annual withholding tax obligations, undistributed earnings, other non-deductible items, and our valuation allowances. For the three months ended April 30, 2025, the tax benefit reflects the effect of non-deductible items, foreign rate differentials, changes in unremitted earnings, changes in uncertain tax positions, and changes in the valuation allowance on our deferred tax assets.

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Recently Issued Accounting Guidance In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ) , which requires disclosure of specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization. ASU 2024 - 03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. We will adopt this guidance effective February 1, 2027. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. We are evaluating the impact this ASU will have on our consolidated financial statements. In September 2025, the FASB issued ASU 2025 - 06 , Intangibles - Goodwill and Other Internal-Use Software (Topic 350 - 40 ): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes all references to prescriptive and sequential software development stages (referred to as project stages) and requires capitalization of software costs when both of the following occur: (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

( 15 ) Related Party Transactions Agreements with Largest Shareholder In January 2025, Skillsoft renewed a previous three -year agreement to provide off-the-shelf Skillsoft products to companies affiliated with Prosus N.V. and Naspers Ltd. (collectively, Prosus Companies) for an aggregate of $0.8 million over the next three years (the Prosus Commercial Agreement). In March 2024, Skillsoft entered into a one -year commercial arrangement to provide training and coaching services to Prosus Companies in the amount of $84,000. These services were not provided in 2024, and were therefore extended in March 2025 for another year (collectively, the Coaching Arrangement). In June 2025, the parties consolidated these arrangements and added certain upgraded licenses (the 2025 Consolidation). The 2025 Consolidation includes Skillsoft's customary automatic one -year renewal term unless terminated by either party upon specified advance notice. However, the Coaching Arrangement portion terminated in January 2026. In April 2025, the parties also entered into an additional one -year off-the-shelf product agreement for specific training products for approximately $69,000 and in March 2026, the parties added a number of additional licenses to the 2025 Consolidation for the remaining term of the three -year agreement for approximately $40,000 per year. …

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( 6 ) Restructuring In connection with Skillsoft's activities with respect to the planned sale of its GK business, the implementation of our comprehensive resource reallocation plan, and our workplace flexibility policy, we continued to execute initiatives aimed at reducing costs and aligning our operating expenses with current economic conditions and our evolving operating mo del. These initiatives were intended to enhance operating efficiency, competitiveness, and overall profitability, and included workforce reductions and facility closures and consolidations. Our restructuring charges are presented separately in the accompanying unaudited condensed consolidated statements of operations. Our restructuring charges recognized during the three months ended April 30, 2026 were primarily associated with professional fees in connection with our sale efforts relating to the GK business, employee termination costs, and contract termination costs. Our restructuring charges, recognized during the three months ended April 30, 2025 were substantially all related to employee termination costs. The restructuring charge liability activity consisted of the following for the period presented (in thousands): Three Months Ended April 30, 2026 Restructuring liability as of beginning-of-period $ 7,590 Restructuring expense during-the-period 1,341 Cash paid during-the-period (3,784 ) Restructuring liability as of end-of-period (1) $ 5,147 ( 1 ) As of April 30, 2026 , $2.7 million of this amount …

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( 11 ) Revenue Revenue Components and Performance Obligations Subscription Services Skillsoft offers subscriptions that provide customers access to a broad spectrum of learning options including access to cloud-based Software as a Service (SaaS) learning content and individualized coaching to both enterprise and consumer customers. Enterprise revenue is derived from subscription arrangements with organizations that provide access to Skillsofts learning and talent development solutions to their employees, members or students. Consumer revenue is derived from subscriptions purchased directly by individual learners for personal and professional development. Our cloud-based subscription solutions normally do not provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services and, as a result, are accounted for as service arrangements. Access to the platform and course content represents a series of distinct services as we continually provide access to, and fulfill our obligation to, the customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is usually recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. Our subscription contracts typicall …

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( 13 ) Segment Information ASC 280, Segment Reporting , establishes standards for reporting information about operating segments. Skillsoft's chief operating decision maker (CODM) is its Chief Executive Officer. No operating segments have been aggregated to determine our reportable segment. As of April 30, 2026, our CODM organizes Skillsoft's business, manages resource allocation and measures performance through one operating and reportable segment: our TDS segment (described below). Skillsoft previously had two operating and reportable segments: TDS and GK. On April 30, 2026, we committed to a plan to sell the business of our GK segment, and determined that such business met the criteria to be classified as held for sale and as discontinued operations. Accordingly, the historical results of our former GK segment are presented as discontinued operations, and as such, have been excluded from continuing operations in the unaudited condensed consolidated statements of operations and segment results for all periods presented. See Note 3 Discontinued Operations and Assets Held for Sale for additional information. In connection with Skillsofts transition to a single reportable segment, the CODM changed the measures used to evaluate segment performance and allocate resources from segment revenues and business unit contribution profit to TDS revenue and adjusted EBITDA. Prior-period amounts have been recast to conform to the current presentation (segment revenue determinations are un …

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( 2 ) Summary of Significant Accounting Policies Except as set forth below, the Interim Financial Statements have been prepared on a basis consistent with the accounting policies described in Note 2 Summary of Significant Accounting Policies to the 2026 AFS and should be read in connection therewith. Assets Held for Sale and Discontinued Operations Assets and related liabilities of a qualifying business are classified as held for sale when the following conditions are met: (i) management has committed to a plan to sell the net assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable within one year, (v) the net assets are being actively marketed for sale at a price that is reasonable in relation to the current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the net assets. Assets and related liabilities which have been classified as held for sale are excluded from the net assets and liabilities of continuing operations in the period in which the held for sale criteria was met. A component of a business is classified as a discontinued operation when its disposal represents a strategic shift that has or will have a major effect on our operations and financial results. The results of discontinued operations are reported in income (loss) from discontinued operations, net of income taxes in the condensed consolidated statem …

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( 9 ) Shareholders Equity Common Stock As of April 30, 2026 , Skillsofts authorized share capital consisted of 18,750,000 shares of common stock and 10,000,000 shares of preferred stock, with a par value $0.0001 each. As of such date, 9,135,428 shares of common stock were issued, including treasury shares, and 8,835,651 shares were outstanding. As of April 30, 2026 , Skillsoft had no shares of preferred stock outstanding. Subject to applicable law, Skillsoft may declare dividends to be paid ratably to holders of common stock out of our assets that are legally available to be distributed as dividends in the discretion of Skillsofts Board of Directors (Board). Warrants Refer to Note 15 Warrants to the 2026 AFS for information related to the equity and liability-classified warrants. Share Repurchase Authorization On July 10, 2024, the Board authorized Skillsoft to repurchase up to $10 million of its common stock. The share repurchase authorization terminates on July 11, 2028 and does not obligate Skillsoft to purchase any minimum number of shares of common stock, and the authorization may be suspended, modified, or discontinued at any time without prior notice. As of April 30, 2026 , no common stock had been repurchased under the share repurchase authorization. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) associated with foreign currency translation adjustments consisted of the following (in thousands): Three Months Ended April 30, …

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( 16 ) Subsequent Events On May 19, 2026, the Board appointed Ronald Kisling as Skillsofts Chief Financial Officer, effective as of May 20, 2026 ( the Transition Date). John Frederick retired as Skillsofts Chief Financial Officer effective as of the Transition Date. At Skillsofts request, Mr. Frederick has agreed to serve as an Advisor to Skillsoft from the Transition Date until September 4, 2026, to facilitate the Chief Financial Officer transition, pursuant to a transition and separation agreement with Skillsoft dated May 20, 2026. On May 20, 2026, Skillsoft, entered into a Sale and Purchase Agreement to sell our GK segment. See Note 3 Discontinued Operations for additional information. In addition to the above, we have completed an evaluation of all subsequent events after the balance sheet date of April 30, 2026 through the filing date of this Form 10 -Q to ensure that this filing includes appropriate disclosure of events both recognized in Interim Financial Statements, and events which occurred subsequently but were not recognized in the Interim Financial Statements. We have concluded that no subsequent events have occurred that require disclosure, except as are disclosed within the Interim Financial Statements. …

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