UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 3130, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38960

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

Delaware

83-4388331

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Address of principal executive offices) (Zip Code)

Tel: (603) ~~821~~324-~~3902~~3000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	SKIL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of ~~December~~June 54, ~~2024~~2025 was 8,~~283~~573,~~555~~027.

Table of Contents

SKILLSOFT CORP.

FORM 10-Q

FOR THE QUARTER ENDED ~~October~~April 3130, ~~2024~~2025

~~INDEX~~TABLE OF CONTENTS

	PAGE NO.
PART I — FINANCIAL INFORMATION - UNAUDITED
Item 1. Unaudited Financial Statements:	2
Unaudited Condensed Consolidated Balance Sheets as of October 31, 2024 and January 31, 2024	2
Unaudited Condensed Consolidated Balance Sheets as of April 30, 2025 and January 31, 2025	2
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended October 31, 2024 and 2023	3
Unaudited Condensed Consolidated Statements of Operations for the three months ended April 30, 2025 and 2024	3
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended October 31, 2024 and 2023	4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended April 30, 2025 and 2024	4
Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the three and nine months ended October 31, 2024 and 2023	5
Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the three months ended April 30, 2025 and 2024	5
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2024 and 2023	7
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2025 and 2024	7
Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1819
Item 3. Quantitative and Qualitative Disclosures about Market Risk	2627
Item 4. Controls and Procedures	2627
PART II — OTHER INFORMATION	2728
Item 1. Legal Proceedings	2728
Item 1A. Risk Factors	2728
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2728
Item 3. Defaults Upon Senior Securities	2728
Item 4. Mine Safety Disclosures	2728
Item 5. Other Information	2728
Item 6. Exhibits	2829
SIGNATURES	2930

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CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) 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,. ~~which~~For ~~are~~all ~~intended~~such tostatements, bewe ~~covered~~claim bythe protection of the safe ~~harbors~~harbor ~~created~~for forward-looking statements provided by ~~those~~such ~~laws~~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 such things as our outlook, our product development and planning, our pipeline, future capital expenditures, future share repurchases, anticipated financial results, the impact of regulatory changes, our current and evolving business strategies, including with respect to acquisitions and dispositions, demand for our services, our competitive ~~strengths~~position, the benefits of new initiatives, growth of our business and operations, the effectiveness of our products, the ~~outcome~~outcomes of litigation proceedings and claims, the state and future of skilling in the workplace, our ability to successfully implement our plans, strategies, objectives, and our expectations and intentions. ~~are forward~~Forward-looking statements. ~~Also~~may, ~~when~~without welimitation, ~~use~~be preceded by, followed by, or include words such as “may”, ” “will”,” “would”,” “anticipate”,” “believe”,” “estimate”,” “expect”,” “intend”,” “plan,” “contemplate,” “~~project~~continue,” “project,” “forecast”,” “seek”,” “outlook”,” “target”,” "“goal,” “objective,” “~~probably~~potential,” “possible,” “probably,” or similar expressions, weemploy ~~are~~such ~~making~~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 ~~disclosure~~disclosures is are speculative by ~~its~~ their nature, and we caution you against unduly relying on these forward-looking statements.

Factors that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and in“Part II - Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10‑K ~~(as amended)~~ for the fiscal year ended January 31, ~~2024~~2025 (the “~~2024~~2025 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 ~~Annual~~ ~~Report~~2025 Form 10-K, this Form 10-Q and in our other periodic filings with the Securities and Exchange Commission. The forward-looking statements contained in this Form 10-Q represent our estimates only as of the date of this filing 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.

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 document, 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 used for illustrative purposes only, are not forecasts and may not reflect actual results.

INDUSTRY AND MARKET DATA

Within this Form 10-Q, 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. ~~These~~The ~~data~~information ~~are~~is based on the most current ~~information~~ 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.

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PART I – UNAUDITED FINANCIAL INFORMATION

ITEM 1. ~~UNAUDITED~~ FINANCIAL STATEMENTS.

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

	October 31, 2024			January 31, 2024
	April 30, 2025			January 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	97127,~~921~~841		$	~~136~~100,~~308~~766
Restricted cash		3,~~881~~091			102,~~215~~571
Accounts receivable, net of allowance for credit losses of approximately $558 and $562 as of October 31, 2024 and January 31, 2024, respectively		102,498			185,638
Accounts receivable, net of allowance for credit losses of approximately $269 and $501 as of April 30, 2025 and January 31, 2025, respectively		95,988			178,989
Prepaid expenses and other current assets		5550,~~834~~917			5350,~~170~~527
Total current assets		~~260~~277,~~134~~837			~~385~~332,~~331~~853
Property and equipment, net		3,543			6,639
Goodwill		317,071			317,071
Intangible assets, net		~~456~~401,~~692~~967			~~539~~427,~~293~~221
Right of use assets		5,054			8,044
Other assets		25,611			28,924
Other assets		11,037			17,256
Total assets	$	1,022,486		$	1,106,069
Total assets	$	1,053,531		$	1,273,634
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	6,404		$	6,404
Borrowings under accounts receivable facility		101,~~009~~000			441,~~980~~000
Accounts payable		2120,~~159~~789			1413,~~512~~458
Accrued compensation		2829,~~325~~144			3147,~~774~~803
Accrued expenses and other current liabilities		2223,~~370~~790			2926,~~939~~022
Lease liabilities		2,088			3,049
Deferred revenue		243,788			282,295
Deferred revenue		203,646			282,570
Total current liabilities		324,915			376,982
Total current liabilities		294,001			413,228
Long-term debt		572,232			573,267
Long-term debt		574,312			577,487
Deferred tax liabilities		41,042			42,039
Deferred tax liabilities		44,099			52,148
Deferred revenue - non-current		1,170			1,656
Long-term lease liabilities		6,839			9,251
Other long-term liabilities		20,478			18,279
Deferred revenue - non-current		1,823			2,402
Total long-term liabilities		634,922			635,241
Other long-term liabilities		11,977			13,531
Total long-term liabilities		639,050			654,819
Commitments and contingencies
Shareholders’ equity:
Shareholders’ equity (deficit):
Shareholders’ common stock - Class A common shares, $0.0001 par value: 18,750,000 shares authorized and 8,576,683 shares issued and 8,276,906 shares outstanding at October 31, 2024, and 8,380,436 shares issued and 8,080,659 shares outstanding at January 31, 2024		1			1
Shareholders’ common stock - Class A common shares, $0.0001 par value: 18,750,000 shares authorized and 8,651,941 shares issued and 8,352,164 shares outstanding as of April 30, 2025, and 8,616,633 shares issued and 8,316,856 shares outstanding as of January 31, 2025		1			1
Additional paid-in capital		1,~~559~~568,~~547~~919			1,~~551~~565,~~005~~040
Accumulated equity (deficit)		(1,412,279	)		(1,321,478	)
Accumulated (deficit)		(1,481,435	)		(1,443,386	)
Treasury stock, at cost - 299,777 shares as of October 31, 2024 and January 31, 2024		(10,891	)		(10,891	)
Treasury stock, at cost - 299,777 as of April 30, 2025 and January 31, 2025		(10,891	)		(10,891	)
Accumulated other comprehensive income (loss)		(1513,~~898~~945	)		(1316,~~050~~918	)
Total shareholders’ equity		120,480			205,587
Total shareholders’ equity (deficit)		62,649			93,846
Total liabilities and shareholders’ equity	$	1,053,531		$	1,273,634
Total liabilities and shareholders’ equity (deficit)	$	1,022,486		$	1,106,069

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2024			2023			2024			2023
	2025			2024
Revenues:
Total revenues	$	~~137~~124,~~225~~201		$	~~138~~127,~~956~~793		$	~~397,241~~		$	~~415,697~~
Operating expenses:
Costs of revenues		3432,~~312~~247			3634,~~407~~471			~~101,254~~			~~114,698~~
Content and software development		14,~~937~~102			1615,~~126~~506			~~45,436~~			~~51,024~~
Selling and marketing		39,~~615~~609			4342,~~983~~292			~~122,591~~			~~130,321~~
General and administrative		2122,~~686~~952			2225,~~308~~309			~~66,390~~			~~72,689~~
Amortization of intangible assets		31,~~826~~608			3831,~~620~~583			~~95,197~~			~~116,086~~
Acquisition and integration related costs		~~931~~523			~~510~~1,497			~~3,349~~			~~2,838~~
Restructuring		31,~~095~~346			~~873~~967			~~15,361~~			~~8,592~~
Total operating expenses		~~146~~142,~~402~~387			~~158~~151,~~827~~625			~~449,578~~			~~496,248~~
Operating income (loss)		(918,~~177~~186	)		(1923,~~871~~832	)		~~(52,337~~	)		~~(80,551~~	)
Other income (expense), net		(~~538~~2,446	)		192,217			~~1,261~~			~~(1,290~~	)
Fair value adjustment of warrants		—			1,105			—			4,750
Fair value adjustment of interest rate swaps		(4,256	)		7,746
Fair value adjustment of interest rate swaps		(822	)		3,981			418			11,186
Interest income		463			928
Interest income		924			1,060			2,897			2,576
Interest expense		(14,396	)		(16,278	)
Interest expense		(15,845	)		(16,492	)		(48,538	)		(48,683	)
Income (loss) before provision for (benefit from) income taxes		(38,821	)		(29,219	)
Income (loss) before provision for (benefit from) income taxes		(25,458	)		(30,198	)		(96,299	)		(112,012	)
Provision for (benefit from) income taxes		(772	)		(1,583	)
Provision for (benefit from) income taxes		(1,859	)		(2,462	)		(5,498	)		(8,735	)
Net income (loss)	$	(38,049	)	$	(27,636	)
Income (loss) from continuing operations		(23,599	)		(27,736	)		(90,801	)		(103,277	)
Net income (loss) per share:
Gain (loss) on sale of business		—			—			—			(682	)
Basic and diluted	$	(4.57	)	$	(3.42	)
Net income (loss)	$	(23,599	)	$	(27,736	)	$	(90,801	)	$	(103,959	)
Weighted average common share outstanding:
Net income (loss) per share:
Basic and diluted		8,324,864			8,089,331
Basic and diluted - continuing operations	$	(2.86	)	$	(3.45	)	$	(11.11	)	$	(12.84	)
Basic and diluted - discontinued operations		—			—			—			(0.08	)
Basic and diluted	$	(2.86	)	$	(3.45	)	$	(11.11	)	$	(12.92	)
Weighted average common shares outstanding:
Basic and diluted		8,239,564			8,047,497			8,170,344			8,043,712

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2024			2023			2024			2023
	2025			2024
Comprehensive income (loss):
Net income (loss)	$	(2338,~~599~~049	)	$	(27,~~736~~636	)	$	~~(90,801~~	)	$	~~(103,959~~	)
Foreign currency adjustment, net of tax		~~(25~~2,973	)		(2,~~650~~887	)		~~(2,848~~	)		~~(1,279~~	)
Total comprehensive income (loss)	$	(2335,~~624~~076	)	$	(30,~~386~~523	)	$	~~(93,649~~	)	$	~~(105,238~~	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands, except number of shares)

																		Accumulated			Total
	Number of Shares								Additional			Accumulated						Other			Shareholders'
	Class A Common Shares								Additional			Accumulated						Other			Shareholders'
				In			Common		Paid-in			Equity			Treasury			Comprehensive			Equity
	Number			In			Common		Paid-in			Equity			Treasury			Comprehensive			Equity
	Issued			Treasury			Stock		Capital			(Deficit)			Stock			Income (Loss)			(Deficit)
	of Shares			Treasury			Stock		Capital			(Deficit)			Stock			Income (Loss)			(Deficit)
Balance January 31, 2023		8,264,308			(81,514	)	$	1	$	1,521,587		$	(972,193	)	$	(2,845	)	$	(14,794	)	$	531,756
Balance January 31, 2024		8,380,436			(299,777	)	$	1	$	1,551,005		$	(1,321,478	)	$	(10,891	)	$	(13,050	)	$	205,587
Stock-based compensation		—			—			—		97,~~128~~153			—			—			—			97,~~128~~153
Common stock issued		2220,~~538~~596			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(86,~~131~~934	)					—		(~~289~~82	)		—			—			—			(~~289~~82	)
Repurchase of common stock		—			(218,263	)		—		—			—			(8,046	)		—			(8,046	)
Translation adjustment		—			—			—		—			—			—			(2,887	)		(2,887	)
Translation adjustment		—			—			—		—			—			—			875			875
Net income (loss)		—			—			—		—			(27,636	)		—			—			(27,636	)
Net income (loss)		—			—			—		—			(44,224	)		—			—			(44,224	)
Balance April 30, 2024		8,394,098			(299,777	)	$	1	$	1,558,076		$	(1,349,114	)	$	(10,891	)	$	(15,937	)	$	182,135
Balance April 30, 2023		8,278,715			(299,777	)		1		1,530,426			(1,016,417	)		(10,891	)		(13,919	)		489,200
Stock-based compensation		—			—			—		5,827			—			—			—			5,827
Common stock issued		67,693			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(23,241	)		—			—		(592	)		—			—			—			(592	)
Translation adjustment		—			—			—		—			—			—			496			496
Net income (loss)		—			—			—		—			(31,999	)		—			—			(31,999	)
Balance July 31, 2023		8,323,167			(299,777	)		1		1,535,661			(1,048,416	)		(10,891	)		(13,423	)		462,932
Stock-based compensation		—			—			—		7,962			—			—			—			7,962
Common stock issued		60,878			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(21,271	)		—			—		(560	)		—			—			—			(560	)
Repurchase of common stock		—			—			—		—			—			—			—			—
Translation adjustment		—			—			—		—			—			—			(2,650	)		(2,650	)
Net income (loss)		—			—			—		—			(27,736	)		—			—			(27,736	)
Balance October 31, 2023		8,362,774			(299,777	)	$	1	$	1,543,063		$	(1,076,152	)	$	(10,891	)	$	(16,073	)	$	439,948

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) - continued

(in thousands, except number of shares)

																		Accumulated			Total
	Number of Shares								Additional			Accumulated						Other			Shareholders'
	Class A Common Shares								Additional			Accumulated						Other			Shareholders'
				In			Common		Paid-in			Equity			Treasury			Comprehensive			Equity
	Number			In			Common		Paid-in			Equity			Treasury			Comprehensive			Equity
	Issued			Treasury			Stock		Capital			(Deficit)			Stock			Income (Loss)			(Deficit)
	of Shares			Treasury			Stock		Capital			(Deficit)			Stock			Income (Loss)			(Deficit)
Balance January 31, 2024		8,380,436			(299,777	)	$	1	$	1,551,005		$	(1,321,478	)	$	(10,891	)	$	(13,050	)	$	205,587
Balance January 31, 2025		8,616,633			(299,777	)	$	1	$	1,565,040		$	(1,443,386	)	$	(10,891	)	$	(16,918	)	$	93,846
Stock-based compensation		—			—			—		74,~~153~~231			—			—			—			74,~~153~~231
Common stock issued		2037,~~596~~520			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(62,~~934~~212	)		—			—		(82352	)		—			—			—			(82352	)
Translation adjustment		—			—			—		—			—			—			(2,~~887~~973	)		(2,~~887~~973	)
Net income (loss)		—			—			—		—			(2738,~~636~~049	)		—			—			(2738,~~636~~049	)
Balance April 30, 2024		8,394,098			(299,777	)		1		1,558,076			(1,349,114	)		(10,891	)		(15,937	)		182,135
Balance April 30, 2025		8,651,941			(299,777	)	$	1	$	1,568,919		$	(1,481,435	)	$	(10,891	)	$	(13,945	)	$	62,649
Stock-based compensation		—			—			—		(814	)		—			—			—			(814	)
Common stock issued		158,368			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(47,637	)		—			—		(397	)		—			—			—			(397	)
Translation adjustment		—			—			—		—			—			—			64			64
Net income (loss)		—			—			—					(39,566	)		—			—			(39,566	)
Balance July 31, 2024		8,504,829			(299,777	)		1		1,556,865			(1,388,680	)		(10,891	)		(15,873	)		141,422
Stock-based compensation		—			—			—		3,255			—			—			—			3,255
Common stock issued		112,496			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(40,642	)		—			—		(573	)		—			—			—			(573	)
Repurchase of common stock		—						—		—			—			—			—			—
Translation adjustment		—			—			—		—			—			—			(25	)		(25	)
Net income (loss)		—			—			—		—			(23,599	)		—			—			(23,599	)
Balance October 31, 2024		8,576,683			(299,777	)	$	1	$	1,559,547		$	(1,412,279	)	$	(10,891	)	$	(15,898	)	$	120,480

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended October 31,
	Three Months Ended April 30,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	(9038,~~801~~049	)	$	(~~103~~27,~~959~~636	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of intangible assets		95,197			116,086
Amortization expense of intangible assets		31,608			31,583
Stock-based compensation		9,985			22,917
Stock-based compensation expense		4,081			7,153
Depreciation		2,404			2,629
Depreciation expense		447			760
Non-cash interest expense		~~1,628~~566			~~1,546~~536
Non-cash property, equipment, software and lease impairment charges		2,495			4,265
Non-cash operating lease right-of-use asset expense		408			904
Provision for credit loss expense (recovery)		(4232	)		~~205~~41
(Gain) loss on sale of business		—			682
Provision for (benefit from) deferred income taxes – non-cash		(1,225	)		(2,932	)
Provision for (benefit from) deferred income taxes – non-cash		(8,080	)		(10,270	)
Fair value adjustment of interest rate swaps		4,256			(7,746	)
Fair value adjustment of warrants		—			(4,750	)
Changes in current assets and liabilities, net of effects from acquisitions:
Fair value adjustment of interest rate swaps		(418	)		(11,186	)
Accounts receivable		86,559			74,826
Change in assets and liabilities:
Prepaid expenses and other assets, including long-term		1,243			(840	)
Accounts receivable		82,877			70,645
Accounts payable		6,992			(1,107	)
Prepaid expenses and other assets, including long-term		4,258			2,726
Accrued expenses and other liabilities, including long-term		(21,780	)		(21,514	)
Right-of-use assets		1,632			2,184
Deferred revenue		(43,576	)		(39,091	)
Accounts payable		6,693			(3,283	)
Net cash provided by (used in) operating activities		31,298			14,937
Accrued expenses and other liabilities, including long-term		(12,819	)		(20,820	)
Lease liabilities		(3,387	)		(3,048	)
Deferred revenues		(79,446	)		(75,250	)
Net cash provided by (used in) operating activities		12,214			(8,681	)
Cash flows from investing activities:
Purchase of property and equipment		(~~820~~515	)		(~~3,753~~153	)
Proceeds from sale of property and equipment		10			—
Internally developed software - capitalized costs		(4,619	)		(4,364	)
Internally developed software - capitalized costs		(13,018	)		(8,055	)
Net cash provided by (used in) investing activities		(5,134	)		(4,517	)
Sale of SumTotal, net of cash transferred		—			(5,137	)
Net cash provided by (used in) investing activities		(13,828	)		(16,945	)
Cash flows from financing activities:
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(~~1,052~~352	)		(~~1,441~~82	)
Payments to acquire treasury stock		—			(8,046	)
Proceeds from (payments on) accounts receivable facility		—			(2,569	)
Proceeds from (payments on) accounts receivable facility		(34,971	)		793
Principal payments on term loans		(1,601	)		(1,601	)
Principal payments on term loans		(4,803	)		(4,803	)
Net cash provided by (used in) financing activities		(1,953	)		(4,252	)
Net cash provided by (used in) financing activities		(40,826	)		(13,497	)
Effect of exchange rate changes on cash and cash equivalents		3,384			(3,087	)
Effect of exchange rate changes on cash and cash equivalents		(2,281	)		(1,674	)
Net increase (decrease) in cash, cash equivalents and restricted cash		27,595			3,081
Net increase (decrease) in cash, cash equivalents and restricted cash		(44,721	)		(40,797	)
Cash, cash equivalents and restricted cash, beginning of period		103,337			146,523
Cash, cash equivalents and restricted cash, beginning of period		146,523			177,556
Cash, cash equivalents and restricted cash, end of period	$	130,932		$	149,604
Cash, cash equivalents and restricted cash, end of period	$	101,802		$	136,759
Supplemental disclosure of cash flow information:
Cash and cash equivalents	$	97127,~~921~~841		$	~~129~~142,~~806~~020
Restricted cash		3,~~881~~091			67,~~953~~584
Cash, cash equivalents and restricted cash, end of period	$	~~101~~130,~~802~~932		$	~~136~~149,~~759~~604

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

SKILLSOFT CORP.

UNAUDITED ~~SUPPLEMENTAL~~CONDENSED ~~DISCLOSURES~~CONSOLIDATED STATEMENTS OF CASH FLOWS ~~INFORMATION~~- continued

(in thousands)

	Nine Months Ended October 31,
	Three Months Ended April 30,
	2024		2023
	2025		2024
Supplemental disclosure of cash flow information and non-cash investing and financing activities:
Cash paid for interest	$	4813,~~362~~534	$	5016,~~583~~499
Cash paid (received) for income taxes, net of refunds		~~2,399~~567		~~6,262~~(73	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Description of Business and Basis of Presentation

Description of Business

Skillsoft Corp. (together with its consolidated subsidiaries, “Skillsoft”, “we”, “us”, or “our”) empowers organizations and ~~the~~learners to unlock their full potential by delivering personalized, interactive learning experiences and enterprise-ready solutions. Our Class A Common Stock, par value $0.0001 per share (“~~Company~~common stock”) , has been listed on the New York Stock Exchange under the ticker symbol “SKIL” since June 14, 2021. ~~Through~~We ahave ~~portfolio~~two ofoperating ~~high-quality~~and ~~content,~~reportable ansegments: ~~AI-enabled~~Talent ~~platform~~Development ~~that~~Solutions is(“TDS”) ~~personalized~~ and ~~connected~~Global toKnowledge ~~customer~~(“GK”). As ~~needs~~previously disclosed, ~~and~~changes awere ~~broad~~made ~~ecosystem~~to the determination of ~~partners,~~TDS ~~Skillsoft~~segment ~~drives~~(formerly ~~continuous~~known ~~growth~~as ~~and~~the ~~performance~~Content ~~for~~& ~~employees~~Platform ~~and~~segment) ~~their~~results ~~organizations~~in bythe ~~overcoming~~fourth ~~critical~~quarter ~~skills~~of ~~gaps,~~the ~~unlocking~~fiscal ~~human~~year ~~potential~~ended January 31, 2025 to increase transparency and ~~developing~~improve segment comparability to peers. All prior period comparatives have been recast to conform to the ~~workforce~~current presentation. Information about our segments is described in Note 12 “Segment Information”.

~~With~~References ~~more than 150,000 expert-led skills-building courses~~ in ~~modalities~~the ~~ranging~~accompanying ~~from~~footnotes ~~video and audio~~ to ~~instructor-led~~Skillsoft’s ~~training,~~fiscal year ~~coaching,~~refer ~~practice~~to ~~labs,~~the ~~and~~fiscal year aended January 31 ~~generative~~of ~~Artificial~~that year ~~Intelligence~~ (~~“GenAI”)-powered conversation simulator~~e.g., ~~Skillsoft~~fiscal 2025 ~~offers~~is ~~transformative~~the ~~learning~~fiscal year ~~experiences~~ended January ~~for leaders to frontline workers~~31, ~~readers to hands-on learners~~2025).

~~References~~Principles inof ~~the~~Consolidation ~~accompanying~~and ~~footnotes~~Basis ~~to the Company’s fiscal year refer to the fiscal year ended January 31~~ of ~~that year~~Financial ~~(e.g.,~~Statement ~~fiscal 2024 is the fiscal year ended January 31, 2024).~~Preparation

~~SumTotal~~The accompanying unaudited condensed consolidated financial statements include the accounts of Skillsoft Corp. and its subsidiaries, all of which are wholly owned. We prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”), and the instructions for Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures, normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal and recurring adjustments necessary to fairly present our financial position, operating results and cash flows for the periods presented. All material intercompany transactions and balances have been eliminated in consolidation.

~~Refer~~Interim toresults ~~Note~~are 4not ~~“Discontinued~~necessarily ~~Operations”~~ indicative of results expected for any other interim period or a full year. The financial statements contained in ~~our~~these ~~fiscal~~interim ~~2024~~financial ~~Form~~statements ~~10-K~~should ~~for~~be ~~information~~read ~~regarding~~in conjunction with the ~~SumTotal~~audited ~~business~~consolidated financial statements and ~~its~~the ~~2022~~notes ~~sale~~thereto included in the 2025 Form 10-K (“2025 AFS”).

~~Principles~~Use of ~~Consolidation and Basis of Financial Statement Preparation~~Estimates

The ~~accompanying~~preparation of condensed consolidated financial statements ~~include~~in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the ~~accounts~~reported amounts of ~~Skillsoft~~assets ~~Corp~~and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. We base our judgments, estimates and ~~its~~assumptions ~~wholly~~on ~~owned~~current ~~subsidiaries~~facts, historical experience and various other factors that we believe are reasonable under the circumstances. ~~All~~The ~~material~~economic ~~intercompany~~environment ~~transactions~~also impacts certain estimates and ~~balances~~discount ~~have~~rates ~~been~~necessary ~~eliminated~~to prepare our condensed consolidated financial statements, including significant estimates and discount rates applicable to the determination of the fair values used in ~~consolidation~~the impairment testing of our nonfinancial assets. Our assessment of these factors forms the basis for our judgments on the carrying values of our assets and liabilities, and the accrual of our costs and expenses. Actual results could differ materially from our estimates. We review our estimates and underlying assumptions on an ongoing basis and make revisions as determined necessary by management. Revisions are recognized in the period in which the estimates are revised and may also impact subsequent periods.

These financial statements are unaudited. However, in the opinion of management, the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for their fair statement. Interim results are not necessarily indicative of results expected for any other interim period or a full year. We prepared the accompanying unaudited condensed consolidated financial statements in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, include all information and footnotes necessary for a complete presentation of operations, comprehensive income (~~loss~~2), Summary ~~financial position, changes in shareholders’ equity (deficit) and cash flows in conformity with accounting principles generally accepted in the United States~~ of ~~America~~Significant ~~(“GAAP”).~~Accounting The financial statements contained in these interim financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the 2024 Form 10-K. Policies

~~Certain~~The ~~amounts~~unaudited ~~reported~~condensed inconsolidated ~~prior~~financial ~~years~~statements have been ~~reclassified~~prepared toon ~~conform~~a tobasis ~~the~~consistent ~~presentation~~with in the ~~current~~accounting ~~year.~~policies ~~These~~described ~~reclassifications~~in ~~had~~Note 2 no“Summary ~~effect~~of onSignificant ~~total~~Accounting ~~assets,~~Policies” to ~~total~~the 2025 ~~liabilities~~AFS, ~~total~~and ~~shareholders’~~should ~~equity~~be ~~(deficit),~~read orin ~~net~~connection ~~income (loss) for the prior years~~therewith.

~~The~~Recently ~~Company~~Adopted isAccounting an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has and may in the future take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will cease to qualify as an emerging growth company as of January 31, 2025. As a result, beginning with our Form 10-K for fiscal 2025, we will be subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will formally attest to the effectiveness of our internal controls over financial reporting.Guidance

~~Use~~In November of2023, the ~~Estimates~~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. Related to this amended disclosure guidance, we will reflect the additional information in our fiscal 2026 Form 10-K.

~~The~~Recently ~~preparation~~Issued ofAccounting condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from our estimates.Guidance

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (2Subtopic 220-40) ~~Summary~~, which requires disclosure of ~~Significant~~specified ~~Accounting~~information ~~Policies~~about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization. We will adopt this guidance effective February 1, 2027. We are currently evaluating the impact of this ASU to the consolidated financial statements.

~~The~~We ~~Company’s~~believe ~~significant~~that ~~accounting~~other ~~policies~~recently ~~are~~issued ~~discussed~~accounting instandards ~~Note~~will ~~2—Summary~~either ofnot ~~Significant~~have ~~Accounting~~a ~~Policies included~~material inimpact ~~the 2024~~on ~~Form~~our ~~10-K and~~consolidated ~~should~~financial bestatements ~~read~~or inwill ~~connection~~not ~~with~~apply ~~the~~to ~~reading~~our ~~of these interim unaudited financial statements~~operations.

~~Recently Issued Accounting Guidance~~ 9

~~In December~~ Table ~~2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which will require disclosure~~ of significant segment expenses and other segment items. The Company will adopt this guidance effective in our Form 10-K for the fiscal year ending January 31, 2025. We are currently evaluating the impact of this amended disclosure guidance.Contents

~~In December~~(3) Intangible 2023, the FASB also issued ASU 2023-09, Improvements to Income Tax Disclosures, which will require additional information in the rate reconciliation table and additional disclosures about income taxes paid. The Company will adopt this guidance effective February 1, 2025. We are currently evaluating the impact of this amended disclosure guidance.Assets

~~In November~~Intangible ~~2024,~~assets ~~the~~consisted ~~FASB also issued ASU 2024-03, Disaggregation~~ of ~~Income Statement Expenses, which will require~~ the ~~disclosure~~following ~~of additional information about specific expense categories~~ (in ~~the notes to the financial statements. The Company will adopt this guidance effective January 31, 2027. We are currently evaluating the impact of this amended disclosure guidance.~~ thousands):

	*April 30, 2025*								*January 31, 2025*
	*Weighted Average Remaining Life*		*Gross Carrying Amount*		*Accumulated Amortization*		*Net Carrying Amount*		*Weighted Average Remaining Life*		*Gross Carrying Amount*		*Accumulated Amortization*		*Net Carrying Amount*
Developed software/courseware		1.9	$	369,728	$	257,749	$	111,979		2.0	$	365,108	$	238,941	$	126,167
Customer contracts/relationships		8.4		269,334		106,998		162,336		8.6		267,286		96,777		170,509
Trademarks and trade names		11.3		52,927		11,405		41,522		11.5		52,378		10,161		42,217
Publishing rights		1.1		41,100		31,944		9,156		1.4		41,100		29,889		11,211
Backlog		0.7		49,700		49,271		429		0.9		49,700		49,128		572
Skillsoft trademark		Indefinite		76,545		—		76,545		Indefinite		76,545		—		76,545
Total intangible assets			$	859,334	$	457,367	$	401,967			$	852,117	$	424,896	$	427,221

~~Table~~Amortization ofexpense ~~Contents~~ related to the existing finite-lived intangible assets is expected to be as follows (in thousands) for the fiscal years ended January 31:

(3) Intangible Assets

	*Amortization Expense*
2026 (nine months remaining)	$	95,088
2027		81,342
2028		40,517
2029		29,410
2030		22,845
Thereafter		56,220
Total future amortization	$	325,422

~~Intangible~~Amortization ~~assets~~expense ~~consisted~~related ofto intangible assets in the ~~following~~aggregate ~~(dollars~~was in$31.6 million ~~thousands~~for ~~and~~both ~~weighted~~the three ~~average~~months ~~remaining~~ended April ~~life~~30, in2025 ~~years):~~and April 30, 2024.

	October 31, 2024								January 31, 2024
	Weighted Average Remaining Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed software/courseware		2.0	$	363,319	$	222,305	$	141,014		2.7	$	355,247	$	172,578	$	182,669
Customer contracts/relationships		8.9		268,658		87,686		180,972		9.5		269,300		59,091		210,209
Trademarks and trade names		11.7		52,732		9,206		43,526		12.4		52,863		6,184		46,679
Publishing rights		1.6		41,100		27,834		13,266		2.4		41,100		21,668		19,432
Backlog		1.2		49,700		48,331		1,369		1.9		49,700		45,941		3,759
Skillsoft trademark		Indefinite		76,545		—		76,545		Indefinite		76,545		—		76,545
Total intangible assets			$	852,054	$	395,362	$	456,692			$	844,755	$	305,462	$	539,293

Refer to Note 5 “Intangible Assets” to the 2025 AFS for information regarding impairment review requirements and assumption uncertainty. This process was completed for the three months ended April 30, 2025 and we concluded that there were no indicators of impairment for our intangible assets or reporting units.

~~Amortization~~A ~~expense~~roll ~~related~~forward toof ~~the~~goodwill ~~existing finite-lived intangible assets~~ is ~~expected to be~~ as follows (in thousands) ~~for the fiscal years ending January 31~~:

	Amortization Expense
	TDS		GK		Consolidated
2025 (three months remaining)	$	31,952
Goodwill January 31, 2025	$	287,650	$	29,421	$	317,071
2026		124,611
Increase (decrease)		—		—		—
2027		79,084
Goodwill April 30, 2025	$	287,650	$	29,421	$	317,071
2028		38,378
2029		28,308
Thereafter		77,814
Total future amortization	$	380,147

Amortization expense related to intangible assets in the aggregate was $31.8 million, $95.2 million, $38.6 million and $116.1 million for the three and nine months ended October 31, 2024 and the three and nine months ended October 31, 2023, respectively.(4) Taxes

AFor ~~roll~~the ~~forward~~three months ended April 30, 2025, we recorded a tax benefit of $0.8 million ~~goodwill~~on isa aspretax ~~follows~~loss (of $38.8 million. For the three months ended April 30, 2024, we recorded a tax benefit of $1.6 million on a pretax loss of $29.2 million. For each period, the tax benefit reflects the effect of non-deductible items, foreign rate differential, changes in ~~thousands):~~unremitted earnings, and changes in the valuation allowance on our deferred tax assets

	Talent Development Solutions		Global Knowledge		Consolidated
Goodwill January 31, 2024	$	287,650	$	29,421	$	317,071
Increase (decrease)		—		—		—
Goodwill October 31, 2024	$	287,650	$	29,421	$	317,071
Accumulated impairment, October 31, 2024	$	698,405	$	84,694	$	783,099

(5) Restructuring

~~(4) Taxes~~In connection with strategic initiatives implemented during fiscal 2025, Skillsoft’s management approved and initiated plans to reduce its cost structure and better align operating expenses with existing economic conditions and our operating model. These strategic initiatives included the comprehensive resource reallocation plan announced on July 11, 2024.

~~For~~The ~~the~~following ~~three~~is ~~and nine months ended October 31, 2024, for continuing operations, the Company recorded~~ a ~~tax~~summary ~~benefit~~ of ~~$1.9 million~~ ~~and $5.5 million,~~restructuring ~~respectively, on a pretax loss of~~charges ~~$25.5~~by ~~million and $96.3~~segment ~~million, respectively. For the three and nine months ended October 31, 2023,~~ for ~~continuing operations,~~ the ~~Company~~periods ~~recorded~~presented a tax benefit of $2.5 million and $8.7 million, respectively, on a pretax loss of $30.2 million and $112.0 million, respectively. For each period, the tax benefit reflects the effect of non-deductible items, current period changes (in ~~the Company’s valuation allowance on its deferred tax assets and the impact of foreign tax rate differential.~~thousands):

(5) Restructuring

	*Three Months Ended April 30,*
	*2025*		*2024*
TDS	$	1,016	$	1,131
GK		330		(164	)
Total	$	1,346	$	967

~~During~~These ~~the three~~restructuring ~~and~~charges ~~nine~~are ~~months~~presented ~~ended October~~separately ~~31,~~in ~~2024 and October 31, 2023,~~ the ~~Company’s~~accompanying ~~management~~condensed ~~approved~~consolidated ~~and~~statements ~~initiated~~of ~~plans~~operations. toOur ~~reduce~~restructuring ~~its~~charges ~~cost~~recognized ~~structure~~during ~~and~~the ~~better~~three ~~align~~months ~~operating~~ended April ~~expenses~~30, ~~with~~2025 ~~existing economic conditions~~ and April ~~the~~30, ~~Company’s~~2024 ~~operating~~are ~~model.~~substantially ~~These~~all ~~strategic~~related ~~initiatives included the comprehensive resource reallocation plan~~to ~~the~~employee ~~Company~~termination ~~announced on July 11, 2024~~costs.

~~The following is a summary of restructuring charges by segment for the three and nine months ended October 31, 2024 and October 31, 2023 (in thousands):~~ 10

	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
Talent Development Solutions	$	1,645	$	123	$	11,659	$	5,563
Global Knowledge		1,450		750		3,702		3,029
Total	$	3,095	$	873	$	15,361	$	8,592

Table of Contents

~~These~~The restructuring ~~charges~~charge ~~are~~liability ~~presented~~activity ~~separately~~consisted inof the ~~accompanying~~following ~~condensed consolidated statements of operations. The restructuring charges~~ for the ~~nine months ended October 31, 2024 and October 31, 2023 are substantially all related to severance costs of terminated employees and lease termination and lease impairment charges.~~period Aspresented of October 31, 2024 and January 31, 2024, the Company had restructuring charge liabilities of $3.7 million and $3.3 million, respectively. Management anticipates further restructuring charges during the remainder of fiscal 2025 as the identified resource reallocation measures initiated (in ~~mid- July 2024 are fully implemented.~~thousands):

	*Three Months Ended*
	*April 30, 2025*
Restructuring liability as of beginning-of-period	$	2,436
Restructuring expense during-the-period		1,346
Cash paid during-the-period		(2,795	)
Restructuring liability as of end-of-period	$	987

~~Table~~Management has completed the majority of ~~Contents~~ planned restructuring actions as of April 30, 2025; however, we will continue to evaluate its cost structure to align operating expenses with existing economic conditions and its operating model which could result in further restructuring actions.

(6) Commitments and Contingencies

Litigation

On November 21, 2023, ~~the~~a ~~Company~~Skillsoft ~~was~~stockholder ~~named~~(Jonathon asNorcross) afiled ~~nominal defendant in~~ a ~~shareholder~~ derivative ~~action~~lawsuit ~~filed~~ in the Delaware Court of Chancery captioned ~~Norcross~~In vre Skillsoft Corp. ~~Prosus~~Stockholders NLitigation, C.VA. No. 2023-1179-JTL (Del. Ch.), etchallenging alSkillsoft’s acquisition of Codecademy in April 2022. The plaintiff, aclaimed ~~Company~~that ~~shareholder~~certain Skillsoft directors, ~~alleges~~together ~~that~~with ~~the~~our ~~Company's~~stockholder ~~directors~~MIH ~~and~~Learning ~~controlling~~B.V., ~~shareholders~~ breached their fiduciary duties toin ~~plaintiffs~~connection bywith ~~causing~~the merger. On February 7, 2025, the ~~Company~~Court todismissed ~~acquire Codecademy~~all atclaims anagainst ~~above-market~~all ~~price~~defendants. ~~Plaintiff~~ ~~seeks~~On February ~~monetary~~14, ~~damages~~2025, asthe ~~compensation~~plaintiff filed a motion for reargument of the ~~harm~~Court’s ~~caused~~decision, bywhich the ~~alleged~~defendants ~~breaches~~opposed on February 21, 2025. WeOn March ~~currently~~27, ~~cannot~~2025, ~~estimate~~the ~~any~~Court ~~possible~~denied ~~loss~~the ~~that may~~plaintiff's ~~result~~motion ~~from~~for ~~this~~reargument. The plaintiff did not appeal the Court's dismissal of the action and the matter concluded without any liability for Skillsoft.

In addition, ~~the~~Skillsoft ~~Company~~ 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 management’s 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 condensed 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 ~~all~~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 ~~the Company~~Skillsoft’s financial position, results of operations or cash flows.

~~Guarantees~~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.

~~The~~Warranties ~~Company’s software license arrangements~~ and hosting services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and substantially in accordance with the Company’s product documentation under normal use and circumstances. The Company’s arrangements also include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property right. The Company has entered into service level agreements with some of its hosted application customers warranting certain levels of uptime reliability and such agreements permit those customers to receive credits against monthly hosting fees or terminate their agreements in the event that the Company fails to meet those levels for an agreed upon period of time.Indemnities

ToSkillsoft’s ~~date,~~software ~~the~~license ~~Company~~arrangements ~~has~~and ~~not~~hosting ~~incurred~~services ~~any~~are ~~material~~typically ~~costs~~warranted asto perform in a ~~result~~manner ofconsistent ~~such~~with ~~indemnifications~~general orindustry ~~commitments~~standards that are reasonably applicable and ~~has~~substantially ~~not~~in ~~accrued~~accordance ~~any~~with our product documentation under normal use and circumstances. Our arrangements also include certain provisions for indemnifying customers against liabilities ~~related~~if toits products or services infringe a third party’s intellectual property rights. We have entered into service level agreements with some of its hosted application customers warranting certain levels of uptime reliability and such ~~obligations~~agreements permit those customers to receive credits against monthly hosting fees or terminate their agreements in the ~~accompanying~~event ~~condensed~~that ~~consolidated~~Skillsoft ~~financial~~fails ~~statements~~to meet those levels for an agreed upon period of time.

~~(7) Long-Term~~To ~~Debt~~date, Skillsoft has not incurred any material costs as a result of such indemnifications or commitments and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements.

~~Debt consisted of the following~~ (~~in thousands~~7): Long-Term Debt

	October 31, 2024			January 31, 2024
Term Loan - current portion	$	6,404		$	6,404
Current maturities of long-term debt	$	6,404		$	6,404
Term Loan - long-term portion	$	583,394		$	588,197
Original issue discount - long-term portion		(5,886	)		(6,942	)
Deferred financing costs - long-term portion		(3,196	)		(3,768	)
Long-term debt	$	574,312		$	577,487

Debt consisted of the following (in thousands):

The Company’s debt outstanding as of October 31, 2024 matures as shown below (in thousands):

	*April 30, 2025*			*January 31, 2025*
Term Loans - current portion	$	6,404		$	6,404
Current maturities of long-term debt	$	6,404		$	6,404

Term Loans - long-term portion	$	580,192		$	581,793
Original issue discount - long-term portion		(5,159	)		(5,527	)
Deferred financing costs - long-term portion		(2,801	)		(2,999	)
Long-term debt	$	572,232		$	573,267

Future principal payments due for fiscal years ending January 31:
2025 (three months remaining)	$	1,601
2026		4,803
2027		6,404
2028		8,005
2029		568,985
Thereafter		—
Total payments		589,798
Current portion		(6,404	)
Unamortized original issue discount and issuance costs		(9,082	)
Long-term portion	$	574,312

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 $480 million term loan facility. In connection with the closing of the 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 an additional $160 million of Term B-1 Loans.

~~Refer~~Our todebt ~~Note~~outstanding 14under ~~“Long-Term~~the ~~Debt” in~~Amended ~~our 2024~~Credit ~~Form~~Agreement ~~10-K for~~as ~~information~~of April ~~regarding~~30, ~~the~~2025 ~~Company's~~matures ~~term~~as ~~loan~~shown ~~and~~below ~~accounts receivable facility~~ (~~prior~~in ~~to the amendment discussed below~~thousands).:

We also have access to up to $75.0 million of borrowings under our accounts receivable facility. In November 2024, the accounts receivable facility was amended to, among other things, extend the maturity to the earlier of (i) November 26, 2029 or (ii) 90 days prior to the maturity of any corporate debt, reduce the fixed component of the interest rate to 2.61% per annum from 3.11% per annum, increase the highest advance rate from 85% to 90%, reduce the minimum outstanding balance requirement from $10 million to $1 million, and allow for ad hoc borrowings and repayments. Based on seasonality of billings and the characteristics of accounts receivable, some of which are not eligible for advances, we are not always able to access the full $75.0 million available capacity. The reserve balance associated with the accounts receivable facility was $1.5 million on October 31, 2024 and is classified as restricted cash on the condensed consolidated balance sheet. The interest rate on borrowings outstanding under the accounts receivable facility was 7.82% on October 31, 2024. As of October 31, 2024, $10.0 million was drawn under the accounts receivable facility and is classified as a current liability on the balance sheet.

Future principal payments due for fiscal years ended January 31:
2026 (nine months remaining)	$	3,202
2027		6,404
2028		8,005
2029		568,985
2030		—
Thereafter		—
Total payments		586,596
Current portion		(6,404	)
Unamortized original issue discount and issuance costs		(7,960	)
Long-term portion	$	572,232

Table of Contents

We also have access to up to $75.0 million of borrowings under our accounts receivable credit agreement (8the “A/R Agreement”) ~~Shareholders’~~ ~~Equity~~with First Citizens Bank and Trust Company, pursuant to which certain of our accounts receivable are pledged as security for loans made by participating lenders.

~~Common~~The ~~Stock~~interest rate on borrowings outstanding under the A/R Agreement was 6.94% on April 30, 2025. As of April 30, 2025, $1.0 million was drawn under the A/R agreement and is classified as “borrowings under accounts receivable facility” on the condensed consolidated balance sheet.

AsRefer ~~of October~~to ~~31,~~Note ~~2024,~~13 ~~the~~“Long-Term ~~Company’s authorized share capital consisted of 18,750,000~~Debt” ~~shares~~to ofthe ~~Class~~2025 AAFS ~~common~~for ~~stock and 10,000,000~~additional ~~shares~~information ofregarding ~~preferred~~the ~~stock,~~Amended ~~with~~Credit aFacility ~~par value $0.0001 each,~~ and ~~8,576,683 shares~~the ~~of Class~~ A/R ~~common stock were issued, and 8,276,906 shares were outstanding~~Agreement. As of October 31, 2024, the Company had no shares of preferred stock or Class C common stock outstanding. Except as required by law, holders of shares of Class C common stock are not entitled to vote any such shares.

~~Subject to applicable law, the Company may declare dividends to be paid ratably to holders of Class A common stock out of the Company~~(8) Shareholders’s ~~assets that are legally available to be distributed as dividends in the discretion of the Company’s board of directors. Holders of Class C common stock are generally not entitled to dividends.~~Equity

~~Warrants~~Common Stock

~~Refer~~As toof April ~~Note~~30, 162025, ~~“Shareholders~~Skillsoft’s authorized share capital consisted of 18,750,000 ~~Equity”~~shares of common stock inand 10,000,000 ~~our~~shares of preferred stock, with a par value $0.0001 each. As of such date, ~~2024~~8,651,941 shares ~~Form~~of ~~10-K~~common stock were issued, ~~for~~8,352,164 ~~information~~shares ~~related~~of tocommon ~~the~~stock ~~equity~~were outstanding, and ~~liability-classified~~no ~~warrants~~shares of preferred stock were outstanding.

~~Share~~Subject ~~Repurchase~~to ~~Authorization~~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 Skillsoft’s Board of Directors (“Board”).

On July 10, 2024, the Company’s board of directors authorized Skillsoft to repurchase up to $10 million of its Class A common stock, with an objective to manage potential dilution from future vesting of employee equity grants. The share repurchase authorization will terminate on July 11, 2028 and does not obligate the Company 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 October 31, 2024, no Class A common stock had been repurchased under the share repurchase authorization.Warrants

~~Accumulated~~Refer ~~Other~~to ~~Comprehensive~~Note ~~Income~~16 “Warrants” to ~~(Loss)~~the 2025 AFS, for information related to our equity and liability-classified warrants.

~~Accumulated~~Share ~~Other~~Repurchase ~~Comprehensive Income (Loss) associated with foreign currency translation adjustments consisted of the following (in thousands):~~Authorization

	Three Months Ended October 31,
	2024								2023
	Before Tax			Income Tax		Net			Before Tax			Income Tax		Net
Balance as of beginning-of-period	$	(15,873	)	$	—	$	(15,873	)	$	(13,423	)	$	—	$	(13,423	)
Translation adjustment		(25	)		—		(25	)		(2,650	)		—		(2,650	)
Balance as of end-of-period	$	(15,898	)	$	—	$	(15,898	)	$	(16,073	)	$	—	$	(16,073	)

On July 10, 2024, Skillsoft’s 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 April 30, 2025, no common stock had been repurchased under the share repurchase authorization.

	Nine Months Ended October 31,
	2024								2023
	Before Tax			Income Tax		Net			Before Tax			Income Tax		Net
Balance as of beginning-of-period	$	(13,050	)	$	—	$	(13,050	)	$	(14,794	)	$	—	$	(14,794	)
Translation adjustment		(2,848	)		—		(2,848	)		(1,279	)		—		(1,279	)
Balance as of end-of-period	$	(15,898	)	$	—	$	(15,898	)	$	(16,073	)	$	—	$	(16,073	)

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (9loss) ~~Stock-Based~~ ~~Compensation~~associated with foreign currency translation adjustments consisted of the following (in thousands):

Equity Incentive Plans

	*Three Months Ended April 30,*
	*2025*								*2024*
	*Before Tax*			*Income Tax*		*Net*			*Before Tax*			*Income Tax*		*Net*
Balance as of beginning-of-period	$	(16,918	)	$	—	$	(16,918	)	$	(13,050	)	$	—	$	(13,050	)
Translation adjustment		2,973			—		2,973			(2,887	)		—		(2,887	)
Balance as of end-of-period	$	(13,945	)	$	—	$	(13,945	)	$	(15,937	)	$	—	$	(15,937	)

~~In June 2021, Skillsoft adopted the 2020 Omnibus Incentive Plan~~ (~~“2020 Plan”~~9)~~. The 2020 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity~~ Stock-~~based~~Based awards, and cash-based incentive awards to employees, directors, and consultants of the Company. Under the 2020 Plan, 655,295 shares were initially made available for issuance. The 2020 Plan 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. The 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. As of October 31, 2024, a total of 948,801 shares of common stock were available for issuance under the 2020 Plan.

~~In May~~Equity ~~2024, Skillsoft adopted the Skillsoft Corp. 2024 Employment Inducement~~ Incentive Award Plan (the “Inducement Plan”). The Inducement Plan provides for the inducement grants of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to new hires, or individuals being rehired following a bona fide period of non-employment with the Company, in compliance with Section 303A.08 of the New York Stock Exchange Listed Company Manual. As of October 31, 2024, a total of 110,000 shares of common stock were available for issuance under the Inducement Plan.Plans

~~Stock~~In June 2021, ~~Options~~Skillsoft adopted the 2020 Omnibus Incentive Plan (“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. The 2020 Plan 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. As of April 30, 2025, a total of 628,606 shares of common stock were available for issuance under the 2020 Plan.

~~Under~~In May 2024, Skillsoft adopted the ~~2020~~Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan, ~~all~~amended ~~employees~~as ~~are~~of June ~~eligible~~5, 2025, to ~~receive~~increase ~~incentive~~the ~~share~~number ~~options,~~of ~~and~~shares ~~all~~authorized ~~employees,~~for ~~directors~~issuance ~~and~~thereunder ~~consultants~~to ~~are~~a ~~eligible~~total toof ~~receive~~400,000 ~~non-statutory~~(as ~~share~~so ~~options.~~amended the “Inducement Plan”). The ~~options~~Inducement ~~generally~~Plan ~~vest~~provides ~~over~~for ~~four~~inducement ~~years~~grants ~~and~~of ~~have~~nonqualified astock ~~term~~options, ofstock ~~ten~~appreciation ~~years.~~rights, ~~Vested~~restricted ~~options~~stock, ~~under~~restricted ~~the~~stock ~~plan~~units, ~~generally~~other ~~expire~~equity-based ~~not~~awards, ~~later~~and ~~than~~cash-based 90incentive ~~days~~awards to new hires, or individuals being rehired following ~~termination~~a bona fide period of non-employment orwith ~~service~~us, orin ~~twelve~~compliance ~~months~~with ~~following~~Section an303A.08 ~~optionee’s death~~of orthe ~~disability.~~New ~~The~~York ~~fair~~Stock ~~value~~Exchange ofListed ~~stock~~Company ~~options~~Manual. isAs ~~determined~~of June on5, ~~the~~2025, ~~grant~~a ~~date~~total ~~and~~of ~~amortized~~206,250 shares ~~over~~of ~~the~~common ~~vesting~~stock ~~period~~were onavailable afor ~~straight-line~~issuance ~~basis~~under the Inducement Plan.

~~The~~Stock ~~following summarizes the stock option activity for the nine months ended October 31, 2024:~~Options

						Weighted -
				Weighted -		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic Value
	Shares			Price		Term (Years)		(in thousands)
Outstanding, January 31, 2024		88,850		$	215.00		7.4	$	—
Granted		—			—		—		—
Exercised		—			—		—		—
Forfeited		(17,649	)		215.00		—		—
Expired		(40,451	)		215.00		—		—
Outstanding, October 31, 2024		30,750			215.00		6.6		—
Vested and exercisable, October 31, 2024		24,986			215.00		6.6		—

Under the 2020 Plan, all employees are eligible to receive incentive share options, and all employees, directors and consultants are eligible to receive non-statutory share options. The options generally vest over four years and have a term of ten years. Vested options under the plan generally expire not later than 90 days following termination of employment or service or twelve months following an optionee’s death or disability. The fair value of stock options is determined on the grant date and amortized over the vesting period on a straight-line basis.

The ~~total~~following ~~unrecognized~~summarizes ~~equity-based compensation costs related to~~ the stock ~~options~~option ~~was~~activity ~~$0.3 million based~~for on the ~~$67.23~~ ~~weighted~~three ~~average~~months ~~grant~~ended April ~~date fair value of the options~~30, ~~which is expected to be recognized over a weighted-average period of 0.6 years.~~2025:

					*Weighted -*
			*Weighted -*		*Average*
			*Average*		*Remaining*		*Aggregate*
			*Exercise*		*Contractual*		*Intrinsic Value*
	*Shares*		*Price*		*Term (Years)*		*(in thousands)*
Outstanding, January 31, 2025		30,750	$	215.00		6.4	$	—
Forfeited		—		—		—		—
Expired		—		—		—		—
Outstanding, April 30, 2025		30,750		215.00		6.1		—

Vested and exercisable, April 30, 2025		28,829		215.00		6.1		—

~~Table~~The total unrecognized equity-based compensation costs related to the stock options were $0.1 million as of April ~~Contents~~ 30, 2025 based on the $67.23 weighted average grant date fair value of the options, which is expected to be recognized over a weighted-average period of 0.1 years.

~~Time-Based Restricted Stock Units~~ 12

~~Restricted~~ Table ~~stock units (“RSUs”) represent a right to receive one share~~ of the Company’s common stock that is both non-transferable and forfeitable unless and until certain conditions are satisfied. Other than RSUs granted to our non-employee directors, which vest upon the earlier of the anniversary of the grant date and the Company’s next annual meeting of stockholders, RSUs generally vest ratably over a three or four-year period, subject to continued employment through each anniversary. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.Contents

~~The following summarizes the time~~Time-~~based~~Based ~~RSU~~Restricted ~~activity~~Stock ~~for the nine months ended October 31, 2024:~~Units

				Weighted -		Aggregate
				Average Grant		Intrinsic Value
	Shares			Date Fair Value		(in thousands)
Unvested balance, January 31, 2024		735,998		$	64.77	$	10,319
Granted		1,094,736			15.07		—
Vested		(291,460	)		66.13		—
Forfeited		(158,901	)		63.43		—
Unvested balance, October 31, 2024		1,380,373			25.22		21,078

Restricted stock units (“RSUs”) represent a right to receive one share of Skillsoft’s common stock that is both non-transferable and forfeitable unless and until certain conditions are satisfied. Other than RSUs currently granted to our non-employee directors, which vest upon the earlier of the anniversary of the grant date and Skillsoft’s next annual meeting of stockholders, time-based RSUs generally vest ratably over a three or four-year period, subject to continued employment through each anniversary. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.

The ~~total~~following ~~unrecognized~~summarizes ~~stock-based~~the ~~compensation costs related to~~ time-based ~~RSUs~~RSU ~~was~~activity ~~$29.2 million,~~for ~~which~~the isthree ~~expected~~months toended April be30, ~~recognized over a weighted-average period of 2.8 years.~~2025:

Market-Based Restricted Stock Units

				*Weighted -*		*Aggregate*
				*Average Grant*		*Intrinsic Value*
	*Shares*			*Date Fair Value*		*(in thousands)*
Unvested balance, January 31, 2025		1,390,273		$	24.15	$	41,708
Granted		359,450			17.51		—
Vested		(37,518	)		24.46		—
Forfeited		(5,407	)		59.21		—
Unvested balance, April 30, 2025 (1)		1,706,798			22.63		32,651

~~Market-based restricted stock units~~ (~~“MBRSUs”~~1) ~~vest~~Includes ~~over a three or four-year performance period~~19,806 ~~subject to continued employment through each anniversary and achievement of market conditions~~shares, ~~specifically~~which ~~the Company’s stock price and an objective relative total shareholder return. The fair value of MBRSUs that include vesting based on market conditions~~ are ~~estimated~~vested, ~~using~~but ~~the~~have ~~Monte~~been ~~Carlo~~irrevocably ~~valuation~~deferred ~~method.~~at ~~Compensation cost for these awards is recognized based on~~ the ~~grant~~election ~~date~~of ~~fair value which is recognized over~~ the ~~vesting period using the accelerated attribution method~~recipients.

The ~~following~~total ~~summarizes~~unrecognized ~~the~~stock-based ~~MBRSUs~~compensation ~~activity~~costs ~~for~~related ~~the~~to ~~nine~~time-based ~~months~~RSUs ~~ended~~was $26.7 million as of ~~October~~April 3130, ~~2024:~~2025, which is expected to be recognized over a weighted-average period of 2.7 years.

				Weighted -		Aggregate
				Average Grant		Intrinsic Value
	Shares			Date Fair Value		(in thousands)
Unvested balance, January 31, 2024		182,742		$	72.60	$	2,562
Granted		10,000			12.94		—
Vested		—			—		—
Forfeited		(84,919	)		78.79		—
Unvested balance, October 31, 2024		107,823			62.19		1,646

Market-Based Restricted Stock Units

~~The~~Market-based ~~total~~restricted ~~unrecognized~~ stock units (“MBRSUs”) vest over a three-~~based~~year ~~compensation~~or ~~costs~~four-year performance period, subject to continued employment through each anniversary and achievement of market conditions, specifically specified targets related to Skillsoft’s stock price and objective relative total shareholder return. The fair value of MBRSUs ~~was~~is $1estimated using the Monte Carlo valuation method.~~0 million,~~ ~~which~~Compensation cost for these awards is ~~expected~~recognized tobased beon the grant date fair value which is recognized over athe ~~weighted-average~~vesting period ofusing 1the accelerated attribution method.~~0 years.~~

~~Performance-Based~~The ~~Restricted~~following ~~Stock~~summarizes ~~Units~~the MBRSU activity for the three months ended April 30, 2025:

Performance-based restricted stock units (“PBRSUs”) vest over a two-year period, subject to continued employment through each anniversary and achievement of specified corporate goals during a less than one-year performance-period. The expense and shares for our PBRSU awards depends on achievement of specified results and the ultimate expense and shares can range from 0% to 200% of target.

			*Weighted -*		*Aggregate*
			*Average Grant*		*Intrinsic Value*
	*Shares*		*Date Fair Value*		*(in thousands)*
Unvested balance, January 31, 2025		105,923	$	62.21	$	3,178
Granted		—		—		—
Vested		—		—		—
Forfeited		—		—		—
Unvested balance, April 30, 2025		105,923		62.21		2,026

The ~~following~~total ~~summarizes~~unrecognized ~~the~~stock-based ~~PBRSUs~~compensation ~~activity~~costs ~~for~~related ~~the~~to MBRSUs was $0.4 ~~nine~~million ~~months~~as ~~ended~~of ~~October~~April 3130, ~~2024:~~2025, which is expected to be recognized over a weighted-average period of 0.7 years.

			Weighted -		Aggregate
			Average Grant		Intrinsic Value
	Shares		Date Fair Value		(in thousands)
Unvested balance, January 31, 2024		—	$	—	$	—
Granted (1)		10,000		11.25		—
Vested		—		—		—
Forfeited		—		—		—
Unvested balance, October 31, 2024		10,000		11.25		153

Performance-Based Restricted Stock Units

Performance-based restricted stock units (1“PBRSUs”) ~~Reflects~~vest ~~the~~over ~~number~~a two-year period, subject to continued employment through each anniversary and achievement of specified corporate goals during a less than one-year performance-period. The expense and shares ~~that~~for ~~would~~our ~~vest~~PBRSU ~~based~~awards depend on ~~achieving~~the achievement of specified results and the ~~“Target”~~ultimate ~~level~~expense and shares can range from 0% to 200% of ~~performance~~a target amount granted.

The ~~total~~following ~~unrecognized~~summarizes ~~stock-based~~the ~~compensation~~PBRSU activity ~~costs~~for ~~related~~the three tomonths ~~PBRSUs~~ended April ~~was $0.1 million~~30, ~~which is expected to be recognized over a weighted-average period of 0.5 years.~~2025:

Liability-Classified Market-Based Awards

				*Weighted -*		*Aggregate*
				*Average Grant*		*Intrinsic Value*
	*Shares*			*Date Fair Value*		*(in thousands)*
Unvested balance, January 31, 2025		51,250		$	17.12	$	1,538
Granted (1)		121,500			17.45		—
Vested		—			—		—
Forfeited		(3,750	)		11.25		—
Unvested balance, April 30, 2025		169,000			17.49		3,233

In(1) Reflects the ~~third~~number ~~quarter~~ of ~~fiscal~~shares ~~2025,~~that ~~the~~would ~~Company~~vest ~~granted market-~~based ~~awards,~~on ~~intended~~achieving ~~to be settled in cash upon vesting. These awards are classified as liabilities and remeasured at fair value using a Monte Carlo simulation, weighted for~~ the ~~service~~“Target” ~~period~~level completed, at each reporting date. The market-based awards potentially vest over two-year to four-year service periods, subject to continued employment and from a market perspective the appreciation of ~~the Company’s share price~~performance.

The ~~following~~total ~~summarizes~~unrecognized ~~the liability~~stock-~~classified~~based ~~performance~~compensation ~~award~~costs ~~balances~~related to PBRSUs was $2.5 million as of ~~October~~ April 3130, ~~2024 (in~~2025, ~~thousands):~~which is expected to be recognized over a weighted-average period of 2.6 years.

Estimated liability		$	391
Estimated unrecognized compensation cost (1)			3,475

Liability-Classified Market-Based Awards

~~(1)~~In ~~Expected~~the third quarter of fiscal 2025, we granted market-based awards, intended to be settled in cash upon vesting. These awards are classified as liabilities and remeasured at fair value using a Monte Carlo simulation at each reporting date and included in the caption “accrued compensation” on the condensed consolidated balance sheets. Expense is recognized using an accelerated attribution method over athe ~~weighted-average~~requisite service period. The market-based awards potentially vest over two-year to four-year service periods, subject to continued employment and from a specified appreciation of 0Skillsoft’s share price.~~7 years.~~

13 The following summarizes the liability-classified performance award balances as of April 30, 2025 (in thousands):

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Estimated liability (1)		$	4,275
Estimated unrecognized compensation cost (2)			4,632

~~Stock-Based~~(1) ~~Compensation~~Included ~~Expense~~in the caption “accrued compensation” on the condensed consolidated balance sheets.

~~The~~(2) ~~following~~Expected ~~summarizes~~to ~~the~~be ~~classification~~recognized ofover ~~stock~~a weighted-~~based~~average ~~compensation~~period ~~expense in the condensed consolidated statements~~ of ~~operations (in thousands):~~2.2 years.

	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
Cost of revenues	$	149	$	128	$	447	$	463
Content and software development		1,268		1,569		3,472		5,325
Selling and marketing		898		1,421		2,951		2,436
General and administrative (1)		1,331		4,845		3,115		14,693
Total	$	3,646	$	7,963	$	9,985	$	22,917

~~(1)~~ Table ~~Stock-based compensation expense during the nine months ended October 31, 2024 was reduced by $6.0 million due to forfeitures~~ of ~~share-based payments, including unvested equity-based awards associated with the former Chief Executive Officer whose employment with the Company ended on May 9, 2024.~~Contents

~~(10) Revenue~~Stock-Based Compensation Expense

~~Revenue~~The ~~Components~~following ~~and~~summarizes ~~Performance~~the ~~Obligations~~classification of stock-based compensation expense in the condensed consolidated statements of operations (in thousands):

SaaS Subscription Services

	*Three Months Ended April 30,*
	*2025*		*2024*
Cost of revenues	$	117	$	166
Content and software development		1,022		1,290
Selling and marketing		805		1,256
General and administrative		2,137		4,441
Total	$	4,081	$	7,153

~~The Company offers subscriptions that provide customers access to a broad-based spectrum of learning options including access to cloud-based Software as a Service~~ (~~“SaaS”~~10) learning content and individualized coaching. The Company’s 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 the Company continually provides access to, and fulfills its obligation to, the end 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. The Company’s subscription contracts typically vary from one year to three years. The Company’s cloud-based solutions arrangements are mostly non-cancellable, non-refundable, and are invoiced in advance of the subscription services being provided. Revenue

~~Virtual,~~Revenue ~~On-Demand~~Components and ~~Classroom~~Performance Obligations

~~The~~Subscription Company’s virtual, on-demand and classroom training provides customers with technical training. Revenue is recognized in the period in which the services are performed. Billing is in advance of the services being provided or immediately after the services have been provided.Services

~~Professional~~Skillsoft ~~Services~~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 fulfills its 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.

~~The~~Virtual, Company also sells professional services related to its cloud solutions which are typically considered distinct performance obligations and are recognized over time as services are performed. For fixedOn-~~price~~Demand contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided (proportional performance method). These services usually consist of implementation, integration, and ~~general consulting. Mostly, the Company’s professional service engagements are short in duration. Billing is commonly in advance of the services being provided.~~Classroom

~~Disaggregated~~Revenue from classroom training and individual coaching is recognized in the period in which the services are rendered. Revenue from virtual and ~~Geography~~on-demand ~~Information~~training for time-based access to unlimited sessions is recognized on a straight-line basis over the period these services are available to the customers. Billing is in advance of the services being provided or immediately after the services have been provided.

~~The~~Professional ~~following is a summary of revenues by type for the three and nine months ended October 31, 2024 and October 31, 2023 (in thousands):~~Services

	Three Months Ended October 31,				Nine Months Ended October 31,
	2024		2023		2024		2023
SaaS subscription services	$	97,123	$	96,085	$	285,927	$	287,936
Virtual, on-demand and classroom		34,227		37,824		94,516		112,804
Professional services		5,875		5,047		16,798		14,957
Total net revenues	$	137,225	$	138,956	$	397,241	$	415,697

Skillsoft also sells professional services related to its cloud solutions which are typically considered distinct performance obligations and are recognized over time as services are performed. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided (proportional performance method). These services usually consist of implementation, integration, and general consulting. Skillsoft’s professional service engagements are mostly short in duration. Billing is commonly in advance of the services being provided.

~~Generally,~~Disaggregated ~~SaaS~~Revenue ~~subscription services revenues are recognized over the service period, while virtual, on demand, classroom~~ and ~~professional~~Geography ~~services revenues are recognized at the point they are delivered.~~Information

The following ~~sets~~is ~~forth~~a ~~our~~summary of revenues by ~~geographic~~segment ~~region~~and type for the ~~three~~periods ~~and~~presented ~~nine months ended October 31, 2024 and October 31, 2023~~ (in thousands):

	Three Months Ended October 31,				Nine Months Ended October 31,
	Three Months Ended April 30,
	2024		2023		2024		2023
	2025		2024
Revenue:
TDS:
United States	$	88,960	$	92,587	$	262,292	$	274,610
SaaS and subscription services	$	93,655	$	93,162
Europe, Middle East and Africa		35,335		34,475		99,137		104,751
Professional services		5,493		4,913
Other Americas		7,234		6,714		19,130		21,041
	99,148		98,075
Asia-Pacific		5,696		5,180		16,682		15,295
GK:
Total net revenues	$	137,225	$	138,956	$	397,241	$	415,697
Virtual, on-demand and classroom		25,053		29,718
Total net revenues	$	124,201	$	127,793

~~Other~~Generally, ~~than~~SaaS and subscription services revenues are recognized over the ~~United~~service ~~States~~period, nowhile ~~single~~virtual, ~~country~~on ~~accounted~~demand, ~~for~~classroom ~~more~~and ~~than~~professional ~~10%~~services ofrevenues ~~revenue~~are ~~for~~recognized ~~all~~at ~~periods~~the ~~presented~~point they are delivered.

The ~~Deferred~~following ~~Revenue~~sets forth our revenues by geographic region for the periods presented (in thousands):

Deferred revenue activity for the nine months ended October 31, 2024 was as follows (in thousands):

	*Three Months Ended April 30,*
	*2025*		*2024*
Revenue:
United States	$	81,832	$	84,948
Europe, Middle East and Africa		30,727		31,345
Other Americas		6,067		6,351
Asia-Pacific		5,575		5,149
Total net revenues	$	124,201	$	127,793

Deferred revenue as of January 31, 2024	$	284,972
Billings deferred		317,738
Recognition of prior deferred revenue		(397,241	)
Deferred revenue as of October 31, 2024	$	205,469

Other than the United States, no single country accounted for more than 10% of revenue for all periods presented.

Deferred ~~revenue performance obligations relate predominantly to time-based SaaS subscription services that are billed in advance of services being rendered.~~Revenue

14 Deferred revenue activity for the three months ended April 30, 2025 was as follows (in thousands):

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Deferred revenue as of January 31, 2025	$	283,951
Billings deferred		(163,194	)
Recognition of deferred revenue attributable:
Prior year deferred revenue		95,303
Current year deferred revenue		28,898
Deferred revenue as of April 30, 2025	$	244,958

Deferred ~~Contract~~revenue ~~Acquisition~~performance ~~Costs~~obligations relate predominantly to time-based SaaS and subscription services that are billed in advance of services being rendered.

Deferred contract acquisition costs are included within prepaid expenses and other current assets and other assets on the Company's condensed consolidated balance sheets. Amortization of deferred contract acquisition costs is included within sales and marketing expense in the condensed consolidated statements of operations. 14

~~Deferred~~ Table ~~contract~~of ~~acquisition cost activity for the nine months ended October 31, 2024 was as follows (in thousands):~~Contents

Deferred contract acquisition costs as of January 31, 2024	$	36,667
Contract acquisition costs		12,733
Recognition of contract acquisition costs		(17,587	)
Deferred contract acquisition costs as of October 31, 2024	$	31,813

Deferred Contract Acquisition Costs

Deferred ~~(11) Fair~~contract ~~Value~~acquisition ~~Measurements~~cost activity for the three months ended April 30, 2025 was as follows (in thousands):

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 the Company. Unobservable inputs are variables that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Deferred contract acquisition costs as of January 31, 2025	$	38,338
Contract acquisition costs		4,819
Recognition of contract acquisition costs		(7,432	)
Deferred contract acquisition costs as of April 30, 2025	$	35,725

~~The~~(11) Fair ~~three~~Value ~~levels of the fair value hierarchy established by ASC 820 in order of priority are as follows:~~Measurements

●ASC ~~Level~~Topic 1:820, ~~Quoted~~Fair ~~prices~~Value ~~(unadjusted)~~Measurements inand ~~active~~Disclosures ~~markets~~(“ASC ~~for~~820”) ~~identical~~establishes ~~assets~~a orfair ~~liabilities~~value hierarchy that prioritizes the ~~Company~~inputs ~~has~~used ~~the~~to ~~ability~~measure tofair ~~access~~value asthat maximizes the use of observable inputs and minimizes the ~~reporting~~use ~~date~~of unobservable inputs. ~~Active~~Observable ~~markets~~inputs are ~~those~~information inthat ~~which~~reflect ~~transactions~~the ~~for~~assumptions that market participants would use in pricing the asset or liability based ~~occur~~on inmarket ~~sufficient~~data ~~frequency~~obtained ~~and~~from ~~volume~~sources toindependent ~~provide~~of us. Unobservable inputs are variables that reflect our assumptions about the assumptions market participants would use in pricing ~~information~~the asset or liability developed based on anthe ~~ongoing~~best ~~basis~~information available in the circumstances.

●The ~~Level~~three 2:levels ~~Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as~~ of the ~~reporting~~fair ~~date.~~value ~~These~~hierarchy ~~include~~established ~~quoted~~by ~~prices~~ASC ~~for~~820 ~~similar assets or liabilities~~ in ~~active~~order ~~markets~~of ~~and~~priority ~~quoted prices for identical or similar assets or liabilities in markets that~~ are ~~not~~as ~~active.~~follows:

● Level 31: ~~Unobservable~~Quoted ~~inputs~~prices (unadjusted) in active markets for identical assets or liabilities that ~~reflect~~we have the ~~Company’s~~ability ~~assumptions~~to ~~about~~access as of the ~~assumptions~~reporting ~~that~~date. ~~market~~Active ~~participants~~markets ~~would~~are ~~use~~those in ~~pricing~~which transactions for the asset or liability. ~~Unobservable~~occur ~~inputs~~in ~~shall~~sufficient befrequency ~~used~~and tovolume ~~measure fair value~~ to ~~the~~provide ~~extent~~pricing ~~that~~information ~~observable~~on ~~inputs~~an ~~are~~ongoing ~~not available~~basis.

~~The~~● ~~following~~Level ~~summarizes~~2: ~~the~~Pricing ~~Company’s~~inputs ~~assets~~other ~~and~~than ~~liabilities~~quoted ~~that~~prices ~~are~~in ~~measured~~active atmarkets ~~fair~~included ~~value~~in onLevel a1, ~~recurring~~which ~~basis~~are either directly or indirectly observable as of ~~October~~ ~~31,~~the ~~2024~~reporting date. These include quoted prices for similar assets or liabilities in active markets and ~~are~~quoted ~~categorized~~prices ~~using~~for ~~the~~identical ~~fair~~or ~~value~~similar ~~hierarchy~~assets (or liabilities in ~~thousands):~~markets that are not active.

	Level 1		Level 2		Level 3
	Measurements		Measurements		Measurements		Total
Cash and cash equivalents	$	97,921	$	—	$	—	$	97,921
Restricted cash		3,881		—		—		3,881
Interest rate swaps - asset (liability)		—		1,620		—		1,620
Market-based award liability		—		391		—		391
Total assets and (liabilities) recorded at fair value	$	101,802	$	2,011	$	—	$	103,813

●

Level 3: Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available.

~~Cash,~~The ~~Cash~~following ~~Equivalents~~summarizes our assets (liabilities) that are measured at fair value on a recurring basis as of April 30, 2025 and ~~Restricted~~are ~~Cash~~categorized using the fair value hierarchy (in thousands):

The cost of our cash, cash equivalents and restricted cash agreed to the estimated fair value as of October 31, 2024. Refer to Note 2 “Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash” in our 2024 Form 10-K for additional detail.

	*Level 1*		*Level 2*			*Level 3*
	*Measurements*		*Measurements*			*Measurements*		*Total*
Cash and cash equivalents	$	127,841	$	—		$	—	$	127,841
Restricted cash		3,091		—			—		3,091
Interest rate swaps - asset (liability)		—		(1,767	)		—		(1,767	)
Liability-classified market-based award		—		(4,275	)		—		(4,275	)
Total assets (liabilities) recorded at fair value	$	130,932	$	(6,042	)	$	—	$	124,890

~~Interest~~Cash, ~~Rate~~Cash ~~Swaps~~Equivalents and Restricted Cash

On June 17, 2022, the Company entered into two fixed-rate interest rate swap agreements to change the Secured Overnight Financing Rate (“SOFR”)-based component of the interest rate on a portion of the Company’s variable rate debt to a fixed rate (the “Interest Rate Swaps”). The ~~Interest~~cost ~~Rate Swaps have a combined notional value~~ of ~~$300.0~~our ~~million and a maturity date of June 5, 2027. The objective of the Interest Rate Swaps is to eliminate the variability of~~ cash ~~flows in interest payments on $300.0 million of variable rate debt attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the exposure to changes in interest payments~~, ~~attributable to fluctuations in benchmark SOFR interest rates over the interest rate swap term. The changes in~~ cash ~~flows~~equivalents ofand ~~the~~restricted ~~interest rate swap are expected to offset changes in~~ cash ~~flows~~was ofconsistent ~~the~~with their ~~variable~~estimated ~~rate~~fair ~~debt.~~values ~~The Interest Rate Swaps are not designated~~ as ~~a cash flow hedge and changes in the fair value~~ of ~~the interest rate swaps are recorded in earnings each period. For the three and nine months ended~~ ~~October~~April 3130, ~~2024, the Company recognized a non-cash gain (loss) of ($0~~2025.~~8) million~~ ~~and $0.4~~Refer ~~million attributable~~ to ~~the~~Note ~~Interest Rate Swaps, respectively.~~2 ~~For~~“Summary ~~the~~of ~~three~~Significant ~~and~~Accounting ~~nine~~Policies ~~months~~- ~~ended October 31~~Cash, ~~2023~~Cash Equivalents, ~~the~~ ~~Company recognized a non-cash gain (loss) of $4.0 million~~ and ~~$11.2~~ ~~million~~Restricted ~~attributable~~Cash” to the ~~Interest~~2025 AFS ~~Rate~~for ~~Swaps,~~additional ~~respectively~~detail.

~~The inputs for determining fair value of the~~ Interest Rate Swaps are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. The counterparties to these derivative contracts are highly rated financial institutions which we believe carry only a minimal risk of nonperformance.

~~Depending~~On June 17, 2022, Skillsoft entered into two fixed-rate interest rate swap agreements to change the Secured Overnight Financing Rate (“SOFR”)-based component of the interest rate on ~~whether~~a portion of the Skillsoft’s variable rate debt to a fixed rate (the “Interest Rate Swaps”). ~~are~~The Interest Rate Swaps have a combined notional amount of $300.0 million and a maturity date of June 5, 2027. The objective of the Interest Rate Swaps is to eliminate the variability of cash flows in aninterest ~~asset~~payments oron $300.0 ~~liability~~million ~~position~~of asvariable rate debt attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark SOFR interest rates over the interest rate swap term. The changes in cash flows of the ~~end~~Interest Rate Swaps are expected to offset changes in cash flows of the variable rate debt. The Interest Rate Swaps are not designated as a ~~reporting~~cash ~~period,~~flow ~~they~~hedge and changes in the fair value of the Interest Rate Swaps are ~~included~~recorded in ~~either~~earnings each period. For the three ~~captions~~months ~~“Other~~ended April ~~assets”~~30, or2025 and April ~~“Other~~30, ~~long~~2024, we recognized a non-~~term~~cash ~~liabilities”~~gain (loss) of on($4.3) million ~~the~~and $7.7 million attributable ~~Company's~~to ~~condensed~~the ~~consolidated~~Interest ~~balance~~Rate ~~sheets~~Swaps, respectively.

~~Liability-Classified~~The ~~Market-Based~~inputs ~~Awards~~for determining fair value of the Interest Rate Swaps are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. The counterparties to these derivative contracts are highly rated financial institutions which we believe carry only a minimal risk of nonperformance.

The fair value of the liability-classified market-based awards are determined using a Monte Carlo simulation, weighted for the service period completed, at each reporting date. The most significant inputs for determining the fair value either originate from the grant agreement (e.g., stock price hurdles, vesting amounts, and service dates) or are derived from or corroborated by observable market data (e.g., interest rates, stock prices, equity risk, market betas, size premiums, average stock volatility); therefore we have classified the fair value measurement as Level 2. Refer to Note 9 "Stock-Based Compensation" above for additional information related to the liability-classified market-based awards. 15

~~Other~~ Table ~~Fair~~of ~~Value Instruments~~Contents

~~The~~Depending ~~Company~~on ~~currently~~whether ~~invests~~the ~~excess~~Interest ~~cash~~Rate ~~balances~~Swaps ~~primarily~~are in ~~money~~an ~~market~~asset ~~funds~~or ~~invested~~liability inposition ~~United~~at ~~States~~the ~~Treasury~~end ~~securities~~of ~~and~~the ~~United~~reporting ~~States Treasury securities repurchase agreements~~period, asthey ~~well~~are asincluded ~~cash~~in ~~deposits~~either ~~held~~the atcaptions ~~major~~“other ~~banks.~~assets” ~~The~~or ~~carrying~~“other ~~amounts~~long-term ~~of cash and cash equivalents, trade receivables, trade payables and accrued~~ liabilities~~, as reported~~ ” on ~~the~~our condensed consolidated balance ~~sheet as of October 31, 2024, approximate their fair value because of the short maturity of those instruments~~sheets.

~~Our~~Liability-Classified ~~long~~Market-~~term~~Based ~~debt is a financial instrument, and the fair value of the Company’s outstanding principal as of October 31, 2024~~Awards ~~was $480.0 million. This fair value is determined based on inputs that are classified as Level 2 within the fair value hierarchy.~~

15 The fair value of the liability-classified market-based awards are determined using a Monte Carlo simulation, weighted for the service period completed, at each reporting date. The most significant inputs for determining the fair value either originate from the grant agreement (e.g., stock price hurdles, vesting amounts, and service dates) or are derived from or corroborated by observable market data (e.g., interest rates, stock prices, equity risk, market betas, size premiums, average stock volatility); therefore we have classified the fair value measurement as Level 2. Refer to Note 9 "Stock-Based Compensation" above for additional information related to the liability-classified market-based awards.

~~Table~~Other ofFair ~~Contents~~ Value Instruments

~~(12) Segment~~Skillsoft ~~Information~~currently invests excess cash balances primarily in money market funds invested in United States Treasury securities and United States Treasury securities repurchase agreements, as well as cash deposits held at major banks. The carrying amounts of cash and cash equivalents, trade receivables, trade payables and accrued liabilities, as reported on the condensed consolidated balance sheet as of April 30, 2025, approximate their fair value because of the short maturity of those instruments.

~~ASC~~Our ~~280,~~long-term ~~Segment~~debt ~~Reporting,~~is ~~establishes~~a ~~standards~~financial ~~for~~instrument, ~~reporting~~and ~~information~~the ~~about~~fair ~~operating~~value ~~segments.~~of ~~Operating~~Skillsoft’s ~~segments~~outstanding ~~are~~principal ~~defined~~amounts as ~~components~~ of April ~~an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”)~~30, ~~in determining how to allocate resources and in assessing performance.~~2025 ~~The Company’s CODM~~was ~~is its~~$507.1 ~~Chief Executive Officer~~million. ~~The~~This ~~Company’s~~fair ~~CODM~~value ~~evaluates~~is ~~results~~determined ~~using~~based ~~the~~on ~~operating~~inputs ~~segment~~that ~~structure~~are classified as ~~the~~Level ~~primary~~2 ~~basis~~within ~~for which~~ the ~~allocation~~fair ofvalue ~~resources and financial results are assessed~~hierarchy.

~~The Company has organized its business into two segments: Talent Development Solutions~~ (~~formerly known as Content & Platform~~12) Segment and Global Knowledge (formerly known as Instructor-Led Training). Both of the Company’s segments market and sell their offerings globally to businesses of many sizes, government agencies, educational institutions and resellers with a worldwide sales force positioned to offer the combinations that best meet customer needs. The CODM primarily uses revenues and operating income as measures to evaluate financial results and allocation of resources. The Company allocates certain operating expenses to the reportable segments, including general and administrative costs based on the usage and relative contribution provided to the segments. There are no intercompany revenue transactions reported between the Company’s reportable segments.Information

~~The~~ASC ~~Talent Development~~280, ~~Solutions~~Segment ~~business engages in the sale~~Reporting, ~~marketing~~establishes ~~and~~standards ~~delivery~~for ofreporting ~~its~~information ~~content~~about ~~learning~~operating ~~solutions,~~segments. inOperating ~~areas~~segments ~~such~~are defined as ~~Leadership~~components ~~and~~of ~~Business,~~an ~~Technology~~enterprise ~~and~~about ~~Developer~~which ~~and~~separate ~~Compliance.~~financial ~~This~~information ~~includes~~is ~~individualized~~available ~~coaching~~that asis ~~well~~evaluated ~~as technical~~regularly ~~skill~~by ~~areas~~the ~~assumed~~chief inoperating ~~the~~decision ~~Codecademy~~maker ~~acquisition.~~(“CODM”), Inin ~~addition,~~determining ~~Talent Development~~how ~~Solutions~~to ~~offers~~allocate ~~Percipio,~~resources anand ~~artificial~~in ~~intelligence~~assessing ~~(“AI”)-driven~~performance. Skillsoft’s ~~online~~CODM is ~~learning~~its Chief Executive ~~platform~~Officer. ~~that~~Skillsoft’s ~~delivers~~CODM anevaluates ~~immersive~~results ~~learning~~using ~~experience~~the ~~through~~operating ~~SaaS solutions.~~segment Itstructure ~~leverages~~as ~~its~~the ~~highly~~primary ~~engaging~~basis ~~content,~~for ~~curated~~which ~~into~~the ~~nearly~~allocation ~~700~~of ~~learning~~resources ~~paths~~and ~~(channels)~~financial ~~that~~results are ~~continuously~~assessed. ~~updated~~No tooperating ~~ensure~~segments ~~customers always~~ have ~~access~~been aggregated to ~~the~~determine ~~latest~~our ~~information~~reportable segments.

~~The~~Skillsoft ~~Global~~has ~~Knowledge~~organized its business ~~offers~~into ~~training~~two ~~solutions~~operating ~~covering~~and ~~information~~reportable ~~technology~~segments: ~~and~~Talent Development ~~business~~Solutions ~~skills~~(“TDS” ~~for~~formerly ~~corporations~~known ~~and~~as ~~their~~Content ~~employees.~~& Platform) and Global Knowledge ~~guides~~(“GK” ~~its~~formerly ~~customers~~known ~~throughout~~as ~~their~~Instructor-Led ~~lifelong~~Training). ~~technology~~These ~~learning~~two ~~journey~~businesses byare ~~offering~~highly ~~relevant~~complementary and ~~up-to-date~~give ~~skills~~Skillsoft ~~training~~a ~~through~~differentiated ~~instructor-led~~value ~~(in-person~~proposition. ~~“classroom”~~The orCODM primarily ~~online~~uses revenues, segment (“~~virtual~~business unit”) contribution profits and ~~self-paced~~business unit contribution margin (~~“on-demand”~~business unit contribution profit as a percentage of business unit revenue), as ~~vendor~~measures ~~certified,~~to evaluate financial results and ~~other~~allocation ~~proprietary~~of ~~offerings~~resources. ~~Global~~There ~~Knowledge~~are ~~offers~~no aintercompany ~~wide~~revenue ~~breadth~~transactions ofreported ~~training~~between ~~topics~~our reportable segments. When our segments enter into transactions to provide products and ~~delivery~~services ~~modalities~~to ~~both~~third parties, revenue is generally allocated to our segments based on arelative ~~transactional~~value. Skillsoft allocates certain operating expenses to the reportable segments based on the usage and ~~subscription~~relative ~~basis~~contribution provided to the segments.

The ~~following~~TDS ~~presents~~segment ~~summary~~brings ~~results~~a ~~for~~strong ~~each~~foundation of ~~the~~products ~~segments~~and ~~for~~customers. ~~the~~TDS enterprise-grade solution serves customers and employees worldwide. TDS Learner is a world-renowned consumer scale and experience learner platform that serves learners worldwide. ~~three~~We deliver AI-led, interactive, and ~~nine~~multi-modal ~~months~~experiences, ~~ended October~~a 31premium technology learning brand, ~~2024~~outcome-based learning through benchmarks, enterprise grade security and ~~October~~ 31integrations, ~~2023 (in~~and ~~thousands):~~extensive coverage of topics across business, technology, and compliance skills.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2024			2023			2024			2023
Talent Development Solutions
Revenues	$	102,998		$	101,132		$	302,725		$	302,893
Operating expenses		112,344			122,036			353,493			373,637
Operating income (loss)		(9,346	)		(20,904	)		(50,768	)		(70,744	)
Global Knowledge
Revenues		34,227			37,824			94,516			112,804
Operating expenses		34,058			36,791			96,085			122,611
Operating income (loss)		169			1,033			(1,569	)		(9,807	)
Consolidated
Revenues		137,225			138,956			397,241			415,697
Operating expenses		146,402			158,827			449,578			496,248
Operating income (loss)		(9,177	)		(19,871	)		(52,337	)		(80,551	)
Other income (expense), net		(538	)		19			1,261			(1,290	)
Interest expense, net		(14,921	)		(15,432	)		(45,641	)		(46,107	)
Fair value adjustment of warrants		—			1,105			—			4,750
Fair value adjustment of interest rate swaps		(822	)		3,981			418			11,186
Income (loss) before provision for (benefit from) income taxes		(25,458	)		(30,198	)		(96,299	)		(112,012	)
Provision for (benefit from) income taxes		(1,859	)		(2,462	)		(5,498	)		(8,735	)
Net income (loss) from continuing operations		(23,599	)		(27,736	)		(90,801	)		(103,277	)
Gain (loss) on sale of business		—			—			—			(682	)
Net income (loss)	$	(23,599	)	$	(27,736	)	$	(90,801	)	$	(103,959	)

The GK segment is centered around instructor-led training, or live learning, with face-to-face delivery by experienced trainers, both in-person and virtually. GK is a live learning partner for corporations with a large, but focused, schedule of vendor-authored and certified courses utilizing certified instructors. The quality and consistency of trainers, the access to quality content and interactive labs from the world’s largest vendors, and a market-leading blended proposition with TDS, define GK's uniqueness in the market. Additionally, a key attribute to the success of GK continues to be our strong partnerships with the world’s leading technology companies and certification authorities.

~~Talent Development~~In ~~Solutions’~~the fourth quarter of fiscal 2025, we made changes to the components used to determine segment ~~depreciation~~results ~~for~~to increase transparency and improve segment comparability to peers. These changes did not impact our consolidated financial statements. For this new structure we track the ~~three~~ non-GAAP financial measures and ~~nine~~key ~~months~~performance ~~ended~~metrics that we believe are key financial indicators of our success. Non-GAAP measures and 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 non-GAAP measures and key performance metrics 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 GAAP financial disclosures. For example, a company with higher U.S. GAAP net income ~~October~~may 31not be as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, ~~2024~~excluding ~~was~~the $0effects of interest income and expense moderates the impact of a company’s capital structure on its performance.~~7 million~~ However, non-GAAP measures and $1 key performance metrics have limitations as analytical tools.7 ~~million~~Because not all companies use identical calculations, ~~respectively~~our presentation of non-GAAP financial measures and key performance metrics may not be comparable to other similarly titled measures of other companies. ~~Talent~~ ~~Development~~They ~~Solutions’~~are ~~segment~~not ~~depreciation~~presentations made in accordance with GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss operating cash flows for the ~~three~~period ~~and~~determined ~~nine~~in ~~months~~accordance ~~ended October~~with 31GAAP. As a result, ~~2023 was $0~~these performance measures should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with GAAP.7 Business unit ~~million~~contribution profit and $2 business unit contribution margin are internal measures used by our CODM to evaluate and assess the results of our segments.~~1 million~~ We disclose these non-GAAP segment results because we believe they provide meaningful supplemental information. Business unit contribution profit is defined as business unit revenue, ~~respectively~~less business unit cost of revenue, business unit content and software development expenses, and business unit product research and management expenses. We have excluded the following items in our determination of the business unit cost of revenue, business unit content and software development expenses, and business unit product research and management expenses as our CODM does not consider them in the measurement of the performance of the segment:

~~Global~~● ~~Knowledge’s~~Depreciation ~~segment~~expenses ~~depreciation~~– ~~for~~Cost ~~the three~~of property and ~~nine~~equipment ~~months~~recorded ~~ended October~~to ~~31,~~expense ~~2024 was $0.3 million~~over ~~and $0~~their respective estimated useful lives on a straight-line basis.~~7 million~~ ● Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, ~~respectively~~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. ~~Global~~ ~~Knowledge’s~~● ~~segment~~System ~~depreciation~~migration costs – Costs of temporary resources needed for the ~~three~~ migration of content and ~~nine~~customers ~~months~~from ~~ended October~~our ~~31,~~legacy ~~2023~~system ~~was $0.4 million~~to ~~and $0.5~~a ~~million,~~global ~~respectively~~platform.

The Company’s segment assets primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses, deferred taxes, property and equipment, goodwill and intangible assets. The following sets forth the Company’s segment assets as of October 31, 2024 and January 31, 2024 (in thousands): 16

	October 31, 2024		January 31, 2024
Talent Development Solutions	$	955,347	$	1,168,671
Global Knowledge		98,184		104,963
Total assets	$	1,053,531	$	1,273,634

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The following ~~sets~~reconciles ~~forth~~our segment measures of performance to the ~~Company’s~~GAAP ~~long-lived~~measures ~~tangible~~presented ~~assets~~in bythe ~~geographic~~condensed ~~region~~consolidated asstatements of ~~October~~ 31operations, ~~2024~~which ~~and January~~have 31been recast for the prior-year period to reflect our segments under the new structure, ~~2024~~for the periods presented, (in thousands):

	October 31, 2024			January 31, 2024
	Three Months Ended April 30,
United States	$	1,271		$	3,311
	2025			2024
Rest of world		2,272			3,328
TDS
Total long-lived tangible assets	$	3,543		$	6,639
Revenues	$	99,148		$	98,075
Business unit costs of revenues		16,272			16,185
Business unit content and software development expenses		12,098			13,463
Business unit product research and management expenses		2,299			1,969
Business unit contribution profit		68,479			66,458
GK
Revenues		25,053			29,718
Business unit costs of revenues		15,706			18,003
Business unit content and software development expenses		744			562
Business unit contribution profit		8,603			11,153
Consolidated
Revenues		124,201			127,793
Business unit costs of revenues		31,978			34,188
Business unit content and software development expenses		12,842			14,025
Business unit product research and management expenses		2,299			1,969
Business unit contribution profit		77,082			77,611
Business unit product research and management expenses		(2,299	)		(1,969	)
Excluded cost of revenues and content and software development expenses:
Depreciation		150			191
Long-term incentive compensation expenses		1,379			1,456
System migration		—			117
Selling and marketing expenses		39,609			42,292
General and administrative expenses		22,952			25,309
Amortization of intangible assets		31,608			31,583
Acquisition and integration related costs		523			1,497
Restructuring expenses		1,346			967
Operating income (loss)		(18,186	)		(23,832	)
Other income (expense), net		(2,446	)		2,217
Fair value adjustment of interest rate swaps		(4,256	)		7,746
Interest income		463			928
Interest expense		(14,396	)		(16,278	)
Income (loss) before provision for (benefit from) income taxes		(38,821	)		(29,219	)
Provision for (benefit from) income taxes		(772	)		(1,583	)
Net income (loss)	$	(38,049	)	$	(27,636	)

16 Our segment assets primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses, deferred taxes, property and equipment, goodwill and intangible assets. The following sets forth our segment assets as of the periods presented (in thousands):

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	*April 30, 2025*		*January 31, 2025*
TDS	$	946,490	$	1,026,295
GK		75,996		79,774
Total assets	$	1,022,486	$	1,106,069

~~(13) Net Loss Per Share~~ 17

~~Basic~~ Table ~~earnings per share is computed by dividing net income for the period by the weighted-average number~~ of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options, and shares issuable under the employee stock purchase plan using the treasury stock method.Contents

~~The~~(13) Net ~~following~~Income ~~sets forth the computation of basic and diluted earnings per share~~ (inLoss) ~~thousands,~~Per ~~except per share data):~~Share

	Three Months Ended October 31,						Nine Months Ended October 31,
	2024			2023			2024			2023
Net income (loss) from continuing operations	$	(23,599	)	$	(27,736	)	$	(90,801	)	$	(103,277	)
Net income (loss) from discontinued operations		—			—			—			(682	)
Net income (loss)	$	(23,599	)	$	(27,736	)	$	(90,801	)	$	(103,959	)
Weighted average common shares outstanding:
Basic and diluted		8,239,564			8,047,497			8,170,344			8,043,712
Net income (loss) per share:
Basic and diluted - Continuing operations	$	(2.86	)	$	(3.45	)	$	(11.11	)	$	(12.84	)
Basic and diluted - Discontinued operations		—			—			—			(0.08	)
Basic and diluted	$	(2.86	)	$	(3.45	)	$	(11.11	)	$	(12.92	)

Basic earnings (loss) per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, and stock options using the treasury stock method.

~~During~~The ~~the three~~following ~~and~~sets ~~nine~~forth ~~months ended October 31, 2024 and October 31, 2023,~~ the ~~Company~~computation ~~incurred~~of ~~net~~basic ~~losses~~ and, ~~therefore, the effect of the Company’s potentially dilutive securities was not included in the calculation of~~ diluted earnings (loss) per share as(in ~~the effect would be anti-dilutive. The following contains share/unit totals with a potentially dilutive impact~~thousands, ~~which~~except ~~excludes~~for the ~~effect~~number of ~~the~~shares ~~treasury~~and ~~stock~~per ~~method (in~~share ~~thousands~~data):

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2024			2023			2024		2023
	2025			2024
Common stock underlying warrants		3,098			3,098			3,098		3,098
Net income (loss)	$	(38,049	)	$	(27,636	)
RSUs		1,310			1,066			1,205		806
Weighted average common shares outstanding:
Liability-classified performance award (1)		84			-			28		-
Basic and diluted		8,324,864			8,089,331
Stock options		34			99			60		107
Net income (loss) per share:
Total		4,526			4,263			4,391		4,011
Basic and diluted	$	(4.57	)	$	(3.42	)

~~(1)~~During ~~Intended~~the three tomonths beended April ~~settled~~30, 2025 and April 30, 2024, we incurred net losses and, therefore, the effect of our potentially dilutive securities was not included in ~~cash~~the ~~upon~~calculation ~~vesting~~of diluted loss per share as the effect would be anti-dilutive. The following contains share/unit totals with a potentially dilutive impact, which excludes the effect of the treasury stock method (in thousands):

(14) Related Party Transactions

	*Three Months Ended April 30,*
	*2025*		*2024*
Common stock underlying warrants		3,098		3,098
RSUs		1,549		900
Stock options		31		89
Total		4,678		4,087

~~Agreement with~~(14) Related ~~Largest~~Party ~~Shareholder~~Transactions

~~On January 31,~~Agreement ~~2022,~~with ~~Skillsoft~~Largest ~~entered into a commercial agreement to provide off-the-shelf Skillsoft products to the Company’s largest shareholder, MIH Learning B.V., and its affiliates for $0.7 million over three years.~~Shareholder

In January 2025, Skillsoft entered into an agreement to provide off-the-shelf Skillsoft products to companies affiliated with Prosus N.V. and Naspers Ltd. (15collectively known as “Prosus Companies”) ~~Subsequent Events~~ for an aggregate of $0.8 million over three years. In March 2024, Skillsoft entered into a one-year agreement with the Prosus Companies for off-the-shelf services for approximately $84,000, and in April 2025, entered into an additional one-year off-the-shelf product agreement for specific training products for approximately $69,000.

~~Refer to Note 7 "Long-Term Debt" above for information related to the~~(15) Subsequent ~~accounts receivable facility, which was amended in November 2024.~~Events

InEffective ~~addition~~as toof May ~~the~~15, ~~above~~2025, ~~the~~John ~~Company~~Frederick ~~has~~was ~~completed~~appointed anas ~~evaluation~~Skillsoft’s ofChief ~~all~~Financial ~~subsequent~~Officer ~~events~~(“CFO”). ~~after~~For ~~the~~additional ~~balance~~information, ~~sheet~~refer ~~date~~to ~~of October~~Mr. 31Frederick’s Offer Letter, ~~2024~~a ~~through~~copy ~~the~~of ~~date~~which ~~this~~has ~~Quarterly~~been ~~Report~~included onin this Form 10-Q ~~was~~as ~~filed~~Exhibit ~~with~~10.1. ~~the~~Rich ~~SEC,~~Walker ceased to ~~ensure~~serve ~~that~~as ~~this~~Skillsoft’s ~~filing~~CFO ~~includes~~effective ~~appropriate~~as ~~disclosure~~ of May ~~events~~15, ~~both~~2025, ~~recognized~~and inentered ~~the~~into ~~financial~~a ~~statements~~transition asand ~~of October~~separation ~~31,~~agreement ~~2024~~with Skillsoft (the “Walker Separation Agreement”), ~~and~~pursuant ~~events~~to which ~~occurred~~Mr. ~~subsequently~~Walker ~~but~~is ~~were~~expected ~~not~~to ~~recognized~~serve inas ~~the~~an ~~financial~~Advisor ~~statements.~~to ~~The~~us ~~Company~~until July ~~has~~4, ~~concluded~~2025. ~~that~~A nocopy ~~subsequent~~of ~~events~~the ~~have~~Walker ~~occurred~~Separation ~~that~~Agreement ~~require~~has ~~disclosure,~~been ~~except~~included asin ~~disclosed~~this ~~within~~Form ~~these~~10-Q ~~financial~~as ~~statements~~Exhibit 10.2.

17 Pursuant to the terms of Ronald W. Hovsepian’s letter agreement with Skillsoft to act as our Executive Chair and Chief Executive Officer (the “CEO Employment Agreement”), Mr. Hovsepian was granted a performance-based award which is eligible to be earned based on our 30-consecutive trading day volume-weighted average trading stock price (“30-day VWAP”) prior to specified dates. During the second quarter of fiscal 2026, in accordance with the terms of the CEO Employment Agreement, the Board of Directors certified the achievement of the first 30-day VWAP hurdle for a total award of $6,000,000. The award is divided into two, equal 50% tranches, each valued at $3.0 million. The first 50% of the award was settled in shares during the second quarter of fiscal 2026. The second 50% of the award will be settled after the required service period.

~~Table~~In addition to the above, we have completed an evaluation of ~~Contents~~ all subsequent events after the balance sheet date of April 30, 2025 through the date this Form 10-Q was filed with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of April 30, 2025, and events which occurred subsequently but were not recognized in the financial statements. We have concluded that no subsequent events have occurred that require disclosure, except as disclosed within these financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~In this Form 10-Q, including the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), is“Skillsoft”, ~~intended~~“we”, “our” or “us” refers to ~~help~~Skillsoft ~~the~~Corp. ~~reader~~and ~~understand~~its consolidated subsidiaries. This MD&A should be read in conjunction with: (i) the unaudited condensed consolidated financial ~~condition~~statements ofand ~~Skillsoft~~the ~~Corp~~accompanying notes presented in “Part I – Item 1. asFinancial Statements” of ~~October~~this ~~31,~~Form ~~2024~~10-Q, ~~compared~~(ii) ~~with~~our ~~January~~consolidated 31financial statements, ~~2024~~notes thereto, and the ~~results~~related ofMD&A ~~operations~~contained ~~for~~in our 2025 Form 10-K; and (iii) the ~~three~~ disclosure under “Cautionary Notes Regarding Forward-Looking Statements” and ~~nine~~“Risk ~~months~~Factors” ~~ended~~in ~~October~~this ~~31,~~Form ~~2024,~~10-Q ~~compared~~and ~~with~~in the ~~corresponding~~2025 ~~periods~~Form 10-K. The consolidated financial statements contained in ~~2023.~~2025 ~~Unless~~10-K ~~otherwise~~are ~~stated~~referred orto herein as the ~~context~~“2025 AFS”. Unless otherwise ~~requires~~noted, ~~“Skillsoft”,~~amounts ~~“Company”~~referenced in this discussion, ~~“we”,~~ ~~“our”~~other orthan ~~“us”~~in ~~refers~~reference to ~~Skillsoft~~share ~~Corp.~~numbers and ~~its~~percentages, ~~consolidated~~are ~~subsidiaries~~in thousands.

The MD&A is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements (“Notes”) presented in “Part I – Item 1. Financial Statements”; our Form 10-K (as amended) for the year ended January 31, 2024 (“2024 Form 10-K”); and other reports filed with the Securities and Exchange Commission (“SEC”). For more detailed information on the risks and uncertainties associated with the Company’s business activities, see the risks described in “Part I – Item 1A. Risk Factors” in our 2024 Form 10-K.

Unless otherwise noted, amounts referenced in this discussion, other than in reference to share numbers, are in thousands.

General

At Skillsoft, weempowers ~~propel~~ organizations and ~~people~~learners to ~~grow~~unlock ~~together~~their ~~through~~full ~~transformative~~potential by delivering personalized, interactive learning experiences and enterprise-ready solutions. WePowered ~~drive~~by ~~continuous~~artificial ~~growth~~intelligence (“AI”) and ~~performance~~strengthened ~~for~~by ~~employees~~a ~~and~~broad ~~their~~ecosystem ~~organizations~~of bypartners, ~~helping~~the ~~them~~Skillsoft ~~overcome~~platform ~~critical~~helps ~~skills~~customers solve some of today’s most complex business challenges including bridging skill gaps, ~~unlock~~improving ~~human~~talent ~~potential~~retention, driving digital transformation, and ~~invigorate~~ future-proofing the workforce. Skillsoft tois ~~meet~~the ~~today’s~~talent ~~challenges~~development partner of choice for thousands of organizations – including 60% of the Fortune 1000 – and ~~tomorrow’s~~serves ~~opportunities~~a global community of more than 95 million learners.

WeIntegral doto ~~this~~who ~~through~~we are as a ~~holistic,~~company ~~enterprise-wide~~is ~~approach~~a tocore ~~skills~~belief ~~development~~in ~~that~~the ~~delivers~~transformative ~~measurable~~power ~~outcomes.~~of Atpeople ~~Skillsoft,~~coming ~~we:~~together through professional development and career opportunities.

●We ~~Offer~~believe athat ~~framework~~Skillsoft’s ~~and~~unique ~~methodology~~capabilities toset ~~benchmark~~us ~~current~~apart ~~skills~~as ~~profiles~~a ~~across~~trusted ~~the~~partner ~~enterprise~~for ~~and~~workforce ~~track~~transformation ~~outcomes~~and ~~of new skills initiatives over time;~~preparedness:

● ~~Provide~~Measurable ~~transformative~~Outcomes: ~~learning~~We ~~experiences~~don’t ~~across~~just ~~knowledge~~deliver ~~domains,~~training; inwe ~~modalities~~measure ~~ranging~~and ~~from~~optimize ~~video~~for real business impact. ● Technological Innovation: With AI-powered personalization and ~~audio~~dynamic content curation, we help to ~~instructor-led~~prepare organizations for the future. ● Blended Learning Experiences: From leadership development to technical training, our solutions combine coaching, assessments, and ~~practice~~benchmarking ~~labs;~~for a 360° approach to talent development. ● Enterprise Scalability: Skillsoft’s solutions are built to serve the needs of the Global 5000, empowering organizations to scale learning across dispersed and hybrid teams.

●For ~~Deliver~~more ~~personalized~~details, ~~skill~~refer ~~pathways tailored~~ to ~~the~~“Part ~~unique~~I ~~needs~~– ofItem ~~every~~1. ~~learner~~Business” ~~across~~in ~~the~~our ~~organization~~2025 Form ~~— from leaders to frontline workers~~10-K.

Skillsoft serves as a trusted partner to approximately 60% of the Fortune 1000, supporting the most sought-after competencies: leadership and business skills, technology skills, and essential safety and risk management compliance. We address the full continuum of market needs, from functional and tactical learning initiatives to enterprise-wide strategic skills transformations. We leverage various learning modalities adaptable to different employee preferences, schedules, and learning styles. Our content is continuously updated with the latest expert insights, information, and training methods. 19

Today's learners want the right learning experience, delivered when, where, and how they want it. That is why our approach is mobile-first, and our expert-curated, cloud-based content is served on an open platform that reaches learners wherever they are.

Additionally, we utilize modern and innovative technologies - including generative Artificial Intelligence (“GenAI”) - across our solutions to address new and emerging customer needs and to differentiate ourselves in the market.

We have a community of more than 90 million learners in more than 150 countries that learn in more than 30 languages. As often as they need or want, learners turn to Skillsoft to acquire critical job skills in the flow of work, and grow as leaders, employees, and people. We have helped fuel performance and career growth for more than 25 years.

For more details, refer to “Part I – Item 1. Business” in our 2024 Form 10-K.

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Results of Operations

Our results of operations as reported in our unaudited condensed consolidated financial statements for these periods are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following sets forth certain items from our condensed consolidated statements of operations as a percentage of total revenues for the periods indicated:

	Three Months Ended October 31,						Nine Months Ended October 31,
	Three Months Ended April 30,
	2024			2023			2024			2023
	2025			2024
Revenues:
Total revenues		100.0	%		100.0	%		~~100.0~~	%		~~100.0~~	%
Operating expenses:
Costs of revenues		2526.0	%		2627.20	%		~~25.5~~	%		~~27.6~~	%
Content and software development		1011.94	%		1112.61	%		~~11.4~~	%		~~12.3~~	%
Selling and marketing		2831.9	%		3133.71	%		~~30.9~~	%		~~31.3~~	%
General and administrative		1518.84	%		1619.17	%		~~16.7~~	%		~~17.4~~	%
Amortization of intangible assets		2325.24	%		2724.87	%		~~24.0~~	%		~~27.9~~	%
Acquisition and integration related costs		0.74	%		01.42	%		~~0.8~~	%		~~0.7~~	%
Restructuring		21.31	%		0.68	%		~~3.9~~	%		~~2.1~~	%
Total operating expenses		~~106~~114.86	%		~~114~~118.46	%		~~113.2~~	%		~~119.3~~	%
Operating income (loss)		(6.8	)%		(14.4	)%		(13.2	)%		(19.3	)%
Operating loss		(14.6	)%		(18.6	)%
Other income (expense), net		(02.40	)%		01.07	%		~~0.3~~	%		~~(0.3~~	)%
Fair value adjustment of warrants		0.0	%		0.8	%		0.0	%		1.1	%
Fair value adjustment of interest rate swaps		(3.4	)%		6.1	%
Fair value adjustment of interest rate swaps		(0.6	)%		2.9	%		0.1	%		2.7	%
Interest income		0.4	%		0.7	%
Interest income		0.7	%		0.8	%		0.7	%		0.6	%
Interest expense		(11.6	)%		(12.7	)%
Interest expense		(11.5	)%		(11.9	)%		(12.2	)%		(11.7	)%
Income (loss) before provision for (benefit from) income taxes		(31.2	)%		(22.8	)%
Income (loss) before provision for (benefit from) income taxes		(18.6	)%		(21.8	)%		(24.3	)%		(26.9	)%
Provision for (benefit from) income taxes		(0.6	)%		(1.2	)%
Provision for (benefit from) income taxes		(1.4	)%		(1.8	)%		(1.4	)%		(2.1	)%
Net income (loss)		(30.6	)%		(21.6	)%
Income (loss) from continuing operations		(17.2	)%		(20.0	)%		(22.9	)%		(24.8	)%
Gain (loss) on sale of business		0.0	%		0.0	%		0.0	%		(0.2	)%
Net income (loss)		(17.2	)%		(20.0	)%		(22.9	)%		(25.0	)%

~~Revenues~~Refer to Note 12 “Segment Information” of our unaudited condensed consolidated financial statements for information regarding our segments, including a reconciliation of segment (“business unit”) contribution profit for the periods presented to net income (loss). Segment (“business unit”) contribution profit and segment (“business unit”) contribution margin are internal measures used by our Chief Operating Decision Maker (“CODM”) to evaluate and assess the results of our segments. We disclose these non-GAAP segment results because we believe they provide meaningful supplemental information. 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. We have excluded the following items in our determination of the business unit cost of revenues, business unit content and software development expenses, and business unit product research and management expenses as our CODM does not include them in the measurement of the performance of the segment:

We● ~~provide,~~Depreciation ~~through~~expenses ~~our Talent Development~~– ~~Solutions~~Cost of property and ~~Global~~equipment ~~Knowledge~~recorded ~~segments~~to expense over their respective estimated useful lives on a straight-line basis. ● Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, ~~enterprise~~including ~~learning~~stock-based ~~solutions~~compensation, ~~designed~~cash awards tied to ~~prepare~~stock ~~organizations~~performance, ~~for~~and ~~the~~awards ~~future~~granted in-lieu of ~~work,~~stock ~~and~~that are intended to ~~overcome~~be ~~critical~~settled ~~skills~~in ~~gaps,~~cash. ~~drive~~● ~~demonstrable~~System ~~behavior-change,~~migration ~~and~~costs ~~unlock~~– Costs of temporary resources needed for the ~~potential~~migration inof ~~their~~content ~~people~~and customers from our legacy system to a global platform.

~~Our~~The ~~Talent~~key ~~Development~~performance ~~Solutions~~metric ~~segment generates~~used ~~revenues~~to ~~from~~assess ~~its~~segment ~~comprehensive~~results ~~suite~~is ofbusiness ~~premium,~~unit ~~original,~~contribution ~~and authorized partner content~~margin, ~~featuring~~which ~~one~~is ofdefined ~~the~~as ~~deepest libraries of leadership and~~ business, ~~technology~~unit ~~and~~contribution ~~development~~profit, ~~and~~divided ~~compliance~~by ~~curricula.~~business ~~With~~unit ~~access~~revenue to a broad spectrum of learning options (including video, audio, books, bootcamps, live events, and practice labs), organizations can meaningfully increase learner engagement and retention. Talent Development Solutions' offerings are predominantly delivered through Percipio, our award-winning, AI-driven, immersive learning platform purpose built to make learning easier, more accessible, and more effective. In addition, we also have proprietary platforms used for ~~our~~the ~~Codecademy~~same ~~and Skillsoft Coaching offerings~~period. ~~Our learning solutions are typically sold on a subscription basis for a fixed term.~~

~~Our~~The ~~Global~~following ~~Knowledge segment generates~~reflects ~~revenues~~measures ~~from~~used ~~virtual,~~by ~~in-classroom,~~our management and ~~on-demand~~Board ~~training~~of ~~solutions~~Directors ~~geared~~(“Board”) atto ~~foundational,~~evaluate ~~practitioner~~ and ~~expert~~assess ~~information~~the ~~technology~~results ~~professionals.~~of ~~Our~~our ~~offerings~~segments ~~include authorized content from various partners aimed at providing professional certifications for individuals that successfully complete all requirements. Global Knowledge’s digital and~~ (in~~-classroom~~ ~~learning solutions provide enterprises~~thousands, ~~government~~except ~~agencies, and educational institutions a broad selection of customizable courses to meet their technology and development needs.~~percentages):

							Dollar
	Three Months Ended April 30,						Increase			Percent
	2025			2024			(Decrease)			Change
TDS:
Revenues	$	99,148		$	98,075		$	1,073			1.1	%
Business unit contribution profit		68,479			66,458			2,021			3.0	%
Business unit contribution margin		69.1	%		67.8	%					1.3	%

GK:
Revenues	$	25,053		$	29,718			(4,665	)		(15.7	)%
Business unit contribution profit		8,603			11,153			(2,550	)		(22.9	)%
Business unit contribution margin		34.3	%		37.5	%					(3.2	)%

Table of Contents

~~Subscription and Non-Subscription Revenue~~Revenues

~~Software~~We asprovide, athrough ~~service~~our TDS ~~(“SaaS”)~~and ~~Subscription~~GK segments, ~~Revenue. Represents revenue generated from contracts specifying a minimum fixed fee for services delivered over the life of the contract. The initial term of~~ enterprise ~~contracts~~learning issolutions ~~generally~~designed ~~one~~ to ~~three~~prepare ~~years~~organizations ~~and is usually non-cancellable~~ for the ~~term~~future of ~~the~~work, ~~subscription.~~and ~~The fixed fee is commonly paid upfront on an annual basis. These contracts typically consist of subscriptions~~ to ~~our~~overcome ~~various~~critical ~~offerings~~skills ~~which~~gaps, ~~provide access~~drive todemonstrable ~~our SaaS and coaching platforms~~behavior-change, ~~associated content~~ and ~~services, over~~unlock the ~~contract~~potential ~~term~~in their people.

Our TDS segment generates revenues from its comprehensive suite of premium, original, and authorized partner content, featuring a deep library of leadership and business, technology and development, and compliance curricula. With access to a broad spectrum of learning options (including video, audio, books, bootcamps, live events, and practice labs), organizations can meaningfully increase learner engagement and retention. Our TDS offerings are predominantly delivered through Percipio, our award-winning, AI-driven, immersive learning platform built to make learning easier, more accessible, and more effective. In addition, we also have proprietary platforms used for our TDS Learner and Skillsoft Coaching offerings. Our learning solutions are typically sold on a subscription basis for a fixed term.

Our GK segment generates revenues from virtual, in-classroom, and on-demand training solutions geared at foundational, practitioner and expert information technology professionals. Our offerings include authorized content from various partners aimed at providing professional certifications for individuals that successfully complete all requirements. GK’s digital and in-classroom learning solutions provide enterprises, government agencies, and educational institutions a broad selection of customizable courses to help meet their technology and development needs.

Subscription and Non-Subscription Revenues

Software as a service (“SaaS”) Subscription Revenue. Represents revenue generated from contracts specifying a minimum fixed fee for services delivered over the life of the contract. The initial term of enterprise contracts is generally one to three years and is usually non-cancellable for the term of the subscription. The fixed fee is commonly paid upfront on an annual basis. These contracts typically consist of subscriptions to our various offerings which provide access to our SaaS platforms, associated content and services, over the contract term.

Non-Subscription Revenue. Primarily comprised of instructor-led training offerings, which consist of both in-person and virtual environments. Instructor-led training, including virtual offerings, are first scheduled, then delivered later, with revenue realized on the delivery date. Non-subscription revenues also include professional services related to implementation of our products and subsequent, ongoing consulting engagements. Our non-subscription services complement our subscription business in creating strong and comprehensive customer relationships.

The following is a summary of our revenues by product and service type for the periods indicated (in thousands, except percentages):

					Dollar										~~Dollar~~
	Three Months Ended October 31,				Increase			Percent			Nine Months Ended October 31,				Increase			Percent
	Three Months Ended April 30,				Increase			Percent
	2024		2023		(Decrease)			Change			2024		2023		(Decrease)			Change
	2025		2024		(Decrease)			Change
SaaS subscription revenues:
SaaS and subscription revenues:
Talent Development Solutions	$	97,123	$	96,085	$	1,038			1.1	%	$	285,927	$	287,936	$	(2,009	)		(0.7	)%
TDS	$	93,655	$	93,162	$	493			0.5	%
Total subscription revenues		9793,~~123~~655		9693,~~085~~162		~~1,038~~493			10.15	%		~~285,927~~		~~287,936~~		~~(2,009~~	)		~~(0.7~~	)%
Non-subscription revenues:
Global Knowledge		34,227		37,824		(3,597	)		(9.5	)%		94,516		112,804		(18,288	)		(16.2	)%
GK		25,053		29,718		(4,665	)		(15.7	)%
Talent Development Solutions		5,875		5,047		828			16.4	%		16,798		14,957		1,841			12.3	%
TDS		5,493		4,913		580			11.8	%
Total non-subscription revenues		4030,~~102~~546		4234,~~871~~631		(24,~~769~~085	)		(611.58	)%		~~111,314~~		~~127,761~~		~~(16,447~~	)		~~(12.9~~	)%
Total revenues	$	~~137~~124,~~225~~201	$	~~138~~127,~~956~~793	$	(13,~~731~~592	)		(1.2.8	)%	$	~~397,241~~	$	~~415,697~~	$	~~(18,456~~	)		~~(4.4~~	)%

~~The~~Revenues ~~total~~for ~~decline~~the inGK ~~revenues~~segment declined, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 and ~~2023,~~2024. inWhile ~~our~~the ~~Global~~rate ~~Knowledge segment~~of ~~was~~decline ~~primarily due~~moderated relative to ~~weaker~~previous ~~market demand~~quarters, asreflecting ~~well~~the asimpact aof ~~higher mix~~our ofsecond-half ~~reseller~~fiscal ~~business~~2025 investments, ~~which~~the isGK ~~recorded~~segment incontinued ~~revenue~~to ~~net~~be ofaffected ~~fees.~~by ~~For~~macroeconomic ~~Talent~~uncertainty ~~Development~~and ~~Solutions,~~seasonal ~~when~~patterns ~~comparing~~that ~~the~~contributed ~~three~~to ~~months~~lower ~~ended~~enrollment. ~~October~~For 31TDS, ~~2024~~when ~~and~~comparing ~~2023~~these same periods, ~~revenues~~the increase ~~increased~~in total revenue was primarily due to our efforts to capitalize on the market shift from learning and skills to talent development, which we discussed at ~~the Company~~Skillsoft's July 11, 2024 Investor Day. When comparing the nine months ended October 31, 2024 and 2023, the slight reduction in our Talent Development Solutions segment total revenues was primarily the result of actions taken by us to focus on the more profitable parts of this market, mostly offset by capitalizing on the aforementioned market shift to achieve revenue growth.

Operating Expenses

~~For~~On ~~the~~July ~~corporate~~11, ~~level~~2024, ~~operating~~Skillsoft ~~expenses~~announced ~~that~~a wecomprehensive ~~can~~resource ~~directly~~reallocation ~~attribute~~plan ~~to our two segments~~(“CRRP”), ~~such~~which ~~costs~~has ~~are~~resulted ~~allocated~~in ~~accordingly~~approximately ~~between~~$45 ~~Talent Development~~million ~~Solutions~~of ~~and~~annualized ~~Global~~cost ~~Knowledge~~savings. ~~However,~~We are in ~~other~~the ~~cases,~~process ~~these~~of ~~corporate~~reinvesting ~~level~~up ~~operating~~to ~~expenses~~half ~~are~~of ~~reported in~~ the ~~Talent~~amount saved ~~Development~~in ~~Solutions~~strategic ~~segment~~growth initiatives.

On July 11, 2024, the Company announced a comprehensive resource reallocation plan expected to result in more than $45 million of annualized cost savings, of which we intend to reinvest up to half in strategic growth initiatives.

Summary of operating expenses

The following provides select operating expenses (in thousands, except percentages), which are discussed in the associated captions that immediately follow:

Dollar

~~Dollar~~

Three Months Ended October 31,

Increase

Percent

Nine Months Ended October 31,

Increase

Percent

Three Months Ended April 30,

Increase

Percent

2024

2023

(Decrease)

Change

2024

2023

(Decrease)

Change

2025

2024

(Decrease)

Change

Cost of revenues

3432,~~312~~247

3634,~~407~~471

(2,~~095~~224

)

(56.85

~~101,254~~

~~114,698~~

~~(13,444~~

)

~~(11.7~~

Content and software development expenses

14,~~937~~102

1615,~~126~~506

(1,~~189~~404

)

(79.41

~~45,436~~

~~51,024~~

~~(5,588~~

)

~~(11.0~~

Selling and marketing expenses

39,~~615~~609

4342,~~983~~292

(42,~~368~~683

)

(96.93

~~122,591~~

~~130,321~~

~~(7,730~~

)

~~(5.9~~

General and administrative expenses

2122,~~686~~952

2225,~~308~~309

(~~622~~2,357

)

(29.83

~~66,390~~

~~72,689~~

~~(6,299~~

)

~~(8.7~~

Amortization of intangible assets

31,~~826~~608

3831,~~620~~583

~~(6,794~~25

)

~~(17~~0.61

~~95,197~~

~~116,086~~

~~(20,889~~

)

~~(18.0~~

Acquisition and integration related costs

~~931~~523

~~510~~1,497

~~421~~(974

)

82(65.51

~~3,349~~

~~2,838~~

~~511~~

~~18.0~~

Restructuring

31,~~095~~346

~~873~~967

~~2,222~~379

~~254~~39.52

~~15,361~~

~~8,592~~

~~6,769~~

~~78.8~~

Total operating expenses

~~146~~142,~~402~~387

~~158~~151,~~827~~625

(129,~~425~~238

)

(76.81

~~449,578~~

~~496,248~~

~~(46,670~~

)

~~(9.4~~

2021

Table of Contents

Cost of revenues

Cost of revenues consists primarily of employee salaries and benefits for hosting operations, professional service and customer support personnel; royalties; hosting and software maintenance services; facilities and utilities costs; consulting services; and instructor fees, course materials, logistics costs and overhead costs associated with virtual, in-classroom, and on-demand training solutions. The following provides details regarding the changes in components of cost of revenues (in thousands, except percentages):

					Dollar										~~Dollar~~
	Three Months Ended October 31,				Increase			Percent			Nine Months Ended October 31,				Increase			Percent
	Three Months Ended April 30,				Increase			Percent
	2024		2023		(Decrease)			Change			2024		2023		(Decrease)			Change
	2025		2024		(Decrease)			Change
Courseware, instructor fees and outside services	$	1716,~~913~~565	$	1816,~~215~~959	$	(~~302~~394	)		(12.73	)%	$	~~50,087~~	$	~~61,343~~	$	~~(11,256~~	)		~~(18.3~~	)%
Compensation and benefits		12,~~407~~167		1413,~~145~~575		(1,~~738~~408	)		(1210.34	)%		~~39,426~~		~~41,684~~		~~(2,258~~	)		~~(5.4~~	)%
Hosting and software maintenance		2,~~989~~945		2,~~742~~964		~~247~~(19	)		9.(0.6	)%		~~8,867~~		~~8,527~~		~~340~~			~~4.0~~	%
Facilities, utilities and other		~~1,003~~570		~~1,305~~973		(~~302~~403	)		(2341.14	)%		~~2,874~~		~~3,144~~		~~(270~~	)		~~(8.6~~	)%
Total cost of revenues	$	3432,~~312~~247	$	3634,~~407~~471	$	(2,~~095~~224	)		(56.85	)%	$	~~101,254~~	$	~~114,698~~	$	~~(13,444~~	)		~~(11.7~~	)%

Cost of revenues is a variable expense that is primarily driven by revenue volume and the composition of product and service types when they have different margins. The decreases in courseware, instructor fees and outside services and compensation and benefits, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 to the same ~~periods~~period in ~~2023~~2024, were primarily attributable to the ~~comprehensive resource reallocation plan discussed above and the~~ decline in our ~~Global~~GK ~~Knowledge~~ segment revenues as discussed in Subscription and Non-Subscription Revenue above and the CRRP. The decrease in facilities and utilities expenses, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 to the same period in ~~2023~~2024, was primarily attributable to cost savings from consolidation of our facilities. ~~These decreases were partially offset by the increase in hosting and software maintenance, which were primarily due to investments in technology.~~

Content and software development

Content and software development expenses include costs associated with the development of new products and the enhancement of existing products, consisting primarily of employee salaries and benefits; development-related professional services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of content and software development expenses (in thousands, except percentages):

					Dollar										~~Dollar~~
	Three Months Ended October 31,				Increase			Percent			Nine Months Ended October 31,				Increase			Percent
	Three Months Ended April 30,				Increase			Percent
	2024		2023		(Decrease)			Change			2024		2023		(Decrease)			Change
	2025		2024		(Decrease)			Change
Compensation and benefits	$	1110,~~856~~590	$	11,~~690~~696	$	~~166~~(1,106	)		1(9.45	)%	$	~~34,818~~	$	~~37,694~~	$	~~(2,876~~	)		~~(7.6~~	)%
Consulting and outside services		21,~~048~~909		32,~~147~~405		(~~1,099~~496	)		(3420.96	)%		~~7,449~~		~~8,424~~		~~(975~~	)		~~(11.6~~	)%
Facilities, utilities and other		200		627		(427	)		(68.1	)%		761		2,717		(1,956	)		(72.0	)%
Software maintenance		1,368		932		436			46.8	%
Software maintenance		833		662		171			25.8	%		2,408		2,189		219			10.0	%
Facilities, utilities and other		235		473		(238	)		(50.3	)%
Total content and software development expenses	$	14,~~937~~102	$	1615,~~126~~506	$	(1,~~189~~404	)		(79.41	)%	$	~~45,436~~	$	~~51,024~~	$	~~(5,588~~	)		~~(11.0~~	)%

The decreases in compensation and benefits and consulting and outside services, when comparing the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025 to the same ~~periods~~ period in ~~2023~~2024, were primarily attributable to ~~the~~productivity ~~comprehensive~~gains ~~resource~~through ~~reallocation~~leveraging ~~plan~~AI ~~discussed above~~ and ~~lower~~ ~~stock-compensation~~our ~~expense due to forfeitures and lower grants of share-based payment awards~~CRRP. The decrease in facilities and utilities expenses, when comparing these same periods, was primarily attributable to cost savings from consolidation of our facilities. These decreases were partially offset by the increase in software maintenance expenses, which were primarily due to investments in technology.

Selling and marketing

Selling and marketing (“S&M”) expenses consist primarily of employee salaries and benefits for selling, marketing and pre-sales support personnel; commissions; travel expenses; advertising and promotional expenses; consulting and outside services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of S&M expenses (in thousands, except percentages):

					Dollar										~~Dollar~~
	Three Months Ended October 31,				Increase			Percent			Nine Months Ended October 31,				Increase			Percent
	Three Months Ended April 30,				Increase			Percent
	2024		2023		(Decrease)			Change			2024		2023		(Decrease)			Change
	2025		2024		(Decrease)			Change
Compensation and benefits	$	2930,~~059~~465	$	3031,~~483~~573	$	(1,~~424~~108	)		(43.75	)%	$	~~90,216~~	$	~~91,353~~	$	~~(1,137~~	)		~~(1.2~~	)%
Advertising and promotions		54,~~307~~569		75,~~581~~505		(~~2,274~~936	)		(3017.0	)%		~~17,040~~		~~21,886~~		~~(4,846~~	)		~~(22.1~~	)%
Software maintenance		3,~~869~~223		3,~~357~~761		~~512~~(538	)		15(14.3	)%		~~11,205~~		~~9,576~~		~~1,629~~			~~17.0~~	%
Consulting and outside services		~~833~~977		~~1,198~~648		~~(365~~329	)		~~(30~~50.58	)%		~~2,265~~		~~3,640~~		~~(1,375~~	)		~~(37.8~~	)%
Facilities, utilities and other		~~547~~375		~~1,364~~805		(~~817~~430	)		(5953.94	)%		~~1,865~~		~~3,866~~		~~(2,001~~	)		~~(51.8~~	)%
Total S&M expenses	$	39,~~615~~609	$	4342,~~983~~292	$	(42,~~368~~683	)		(96.93	)%	$	~~122,591~~	$	~~130,321~~	$	~~(7,730~~	)		~~(5.9~~	)%

The ~~decreases~~ decrease in compensation and benefits, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~ 2025 to the same ~~periods~~ period in ~~2023~~2024, ~~were~~was primarily attributable to ~~the~~our CRRP, ~~comprehensive~~including ~~resource~~lower ~~reallocation~~stock-compensation ~~plan~~expense ~~discussed~~due ~~above,~~to ~~partially~~forfeitures ~~offset~~and bylower ~~the~~grants ~~result~~ of ~~an S&M executive's forfeiture of a~~ share-based payment ~~award that lowered stock-compensation expense during the nine months ended October 31, 2023~~awards. The decreases in advertising and promotions and ~~consulting~~software ~~and outside services~~maintenance, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 to the same ~~periods~~ period in ~~2023~~2024, were primarily attributable to proactive reductions in branding initiatives and paid media spend. The decrease in facilities, ~~and~~ utilities, and other expenses, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 to the same ~~periods~~period in ~~2023~~2024, were primarily attributable to cost savings from consolidation of our facilities. These decreases were partially offset by the increase in ~~software~~consulting ~~maintenance~~and outside services, which was primarily the result of ~~investments~~the instrategic ~~our~~decision ~~go-~~to~~-market~~ ~~transformation~~obtain ~~activities~~targeted ~~and~~marketing ~~enablement~~expertise ~~programs~~to enhance brand awareness in order to drive revenue growth.

2122

Table of Contents

General and administrative

General and administrative (“G&A”) expenses consist primarily of employee salaries and benefits for executive, finance, administrative, and legal personnel; audit, legal and consulting fees; insurance; franchise, sales and property taxes; facilities costs; and depreciation. The following provides details regarding the changes in components of G&A expenses (in thousands, except percentages):

					Dollar										~~Dollar~~
	Three Months Ended October 31,				Increase			Percent			Nine Months Ended October 31,				Increase			Percent
	Three Months Ended April 30,				Increase			Percent
	2024		2023		(Decrease)			Change			2024		2023		(Decrease)			Change
	2025		2024		(Decrease)			Change
Compensation and benefits	$	14,~~622~~041	$	16,~~359~~782	$	(12,~~737~~741	)		(1016.63	)%	$	~~43,656~~	$	~~47,894~~	$	~~(4,238~~	)		~~(8.8~~	)%
Consulting and outside services		36,~~703~~692		35,~~254~~384		~~449~~1,308			1324.83	%		~~13,442~~		~~14,972~~		~~(1,530~~	)		~~(10.2~~	)%
Insurance		~~632~~532		~~730~~721		(98189	)		(1326.42	)%		~~2,075~~		~~2,977~~		~~(902~~	)		~~(30.3~~	)%
Facilities, utilities and other		~~863~~346		~~671~~635		~~192~~(289	)		28(45.65	)%		~~2,014~~		~~2,848~~		~~(834~~	)		~~(29.3~~	)%
Software maintenance		1,~~397~~135		1,~~053~~319		~~344~~(184	)		32(13.79	)%		~~3,995~~		~~3,033~~		~~962~~			~~31.7~~	%
Franchise, sales, and property tax		~~469~~206		~~241~~468		~~228~~(262	)		94(56.60	)%		~~1,208~~		~~965~~		~~243~~			~~25.2~~	%
Total G&A expenses	$	2122,~~686~~952	$	2225,~~308~~309	$	(~~622~~2,357	)		(29.83	)%	$	~~66,390~~	$	~~72,689~~	$	~~(6,299~~	)		~~(8.7~~	)%

The ~~decreases~~ decrease in compensation and benefits, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 to the same ~~periods~~ period in ~~2023~~2024, ~~were~~was primarily attributable to ~~the comprehensive resource reallocation plan discussed above and~~ lower stock-compensation expense due to forfeitures and lower grants of share-based payment awards~~. These decreases~~, ~~when~~which ~~comparing~~were ~~the~~primarily ~~nine months ended October 31, 2024 to~~ the ~~same~~result ~~period~~of inour ~~2023, was partially offset by severance costs for the former Chief Executive Officer whose employment with the Company ended on May 9, 2024~~CRRP. ~~The Company's~~ Our integration and restructuring activities, including cost savings from the consolidation of our facilities and lower insurance, also contributed to the overall decline in G&A expenses. ~~When~~The ~~comparing~~decreases ~~the~~were ~~nine months ended October 31, 2024 to the same period in 2023, the reduction in consulting and outside services was~~ partially ~~captured~~offset by an increase ~~to compensation~~ ~~and benefits expense, even though compensation and benefits expense declined~~ in ~~total~~consulting ~~as discussed above. Further, the increases in software maintenance, when comparing the three~~ and ~~nine~~outside ~~months ended October 31~~services, ~~2024~~attributable to ~~the same~~a ~~periods~~digital instrategy ~~2023,~~initiative ~~primarily~~aimed ~~reflect~~at ~~investments~~enhancing inour ~~technology~~operational effectiveness.

Amortization of intangible assets

Intangible assets arising from business combinations are developed technology, customer-related intangibles, trade names and other identifiable intangible assets with finite lives. These intangible assets are amortized over the estimated useful lives of such assets. We also capitalize certain internal use software development costs related to our SaaS ~~platform~~platforms incurred during the application development stage. The internal use software is amortized on a straight-line basis over its estimated useful life.

~~The~~Amortization ~~decrease in amortization~~ of intangible assets, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 to the same ~~periods~~ period in ~~2023~~2024, ~~was primarily~~remained ~~due~~relatively toconsistent ~~certain~~as ~~intangible~~increases ~~assets~~in ~~becoming~~amortization ~~fully~~of ~~amortized~~capitalized orinternal ~~written~~use ~~down~~software asdevelopment acosts ~~result~~were ofoffset ~~impairment~~by ~~during~~decreases ~~the~~attributable ~~fourth~~to ~~quarter~~certain ofintangible ~~fiscal~~assets ~~2024~~becoming fully amortized.

Acquisition and integration related costs

Acquisition and integration related costs consist of professional fees for legal, investment banking and other advisor costs incurred in connection with the business combinations completed in April 2022 and ~~June 2021 and~~ the subsequent integration related activities. The changes in acquisition and integration related costs were primarily due to the timing of these aforementioned activities.

Restructuring

~~As discussed above, on July 11, 2024, the Company announced a comprehensive resource reallocation plan.~~ In connection with ~~this~~our ~~plan~~CRRP, ~~and~~ the acquisition integration process and our workplace flexibility policy, we continued our initiatives and commitment to reduce our costs and better align operating expenses with existing economic conditions and our operating model to, ~~improve~~with the intention of improving operating efficiency, competitiveness and business profitability. These initiatives included workforce reductions and the consolidation of facilities as we adopted new work arrangements for certain locations. ~~The~~Our restructuring charges ~~for~~recognized during the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 ~~totaling $3.1 million~~ and ~~$15.4 million,~~ ~~respectively~~April 30, ~~are~~2024 ~~substantially all related to severance costs of terminated employees and lease termination and lease~~totaling ~~impairment charges~~$1. ~~The restructuring charges for the~~3 ~~three~~million and ~~nine months ended October 31, 2023 totaling~~ $01.90 million ~~and $8.6 million~~, respectively, were ~~substantially~~primarily ~~all~~associated ~~related~~with tothe ~~severance~~ costs of terminated employees ~~and lease termination and lease impairment charges~~.

Interest and other

Interest and other, net, consists of gain or loss on derivative instruments, interest income, interest expense, and other ~~expense~~expenses and income (in thousands, except percentages):

							Dollar												~~Dollar~~
	Three Months Ended October 31,						Increase			Percent			Nine Months Ended October 31,						Increase		Percent
	Three Months Ended April 30,						Increase			Percent
	2024			2023			(Decrease)			Change			2024			2023			(Decrease)		Change
	2025			2024			(Decrease)			Change
Other income (expense), net	$	(~~538~~2,446	)	$	192,217		$	(~~557~~4,663	)		(~~2931~~210.63	)%	$	~~1,261~~		$	~~(1,290~~	)	$	~~2,551~~		~~(197.8~~	)%
Interest income		~~924~~463			~~1,060~~928			(~~136~~465	)		(1250.81	)%		~~2,897~~			~~2,576~~			~~321~~		~~12.5~~	%
Interest expense		(1514,~~845~~396	)		(16,~~492~~278	)		~~647~~1,882			(311.96	)%		~~(48,538~~	)		~~(48,683~~	)		~~145~~		~~(0.3~~	)%

~~The other~~Other income (expense), net ~~was~~consists primarily of the foreign exchange gains and losses (specifically, resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities), which ~~fluctuates~~ fluctuate as the U.S. dollar appreciates or depreciates against other currencies. Interest income for the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~ 2025 compared to the ~~corresponding~~same ~~prior~~period ~~year~~in ~~period~~2024, ~~increased~~decreased primarily due to ~~the~~lower ~~use~~average of money market investments ~~to realize increased returns on cash balances~~yields. The decrease in interest expense, when comparing the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 to the ~~corresponding~~same ~~periods~~ period in ~~2023~~2024, was primarily due to ~~the~~a ~~decision~~reduction ~~to reduce the~~ in borrowings under ~~the~~our accounts receivable facility ~~during~~(described ~~the~~below) ~~three~~and ~~months~~lower ~~ended~~average ~~October~~interest ~~31,~~rates ~~2024~~for our borrowings. As a result of the interest rate swaps, we executed on June 17, 2022, described below, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

Fair value adjustment of warrants

The gains attributable to warrants are primarily a result of the Company's underlying common stock performance during the three and nine months ended October 31, 2023. As of January 31, 2024, the fair value of our liability-classified warrants was insignificant, however prior to then they were marked-to-market at each balance sheet date, with gains and losses being recorded in current period earnings.

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Fair value adjustment of interest rate swaps

We entered into two fixed-rate interest rate swap agreements on June 17, 2022 for a combined notional amount of $300 million and a maturity date of June 5, 2027. The objective of the interest rate swaps is to eliminate fluctuations in cash flows for interest payments on $300 million of variable rate debt attributable to changes in benchmark one-month Secured Overnight Financing Rate (“SOFR”) interest rates. The interest rate swaps are not designated for hedge accounting and are carried on the ~~statement~~condensed ofconsolidated ~~financial~~balance ~~position~~sheets at their fair value. Unrealized gains and losses from changes in fair value of the interest rate swaps, which arise from variations in the forward-looking yield curve, are included in the ~~income~~ statement of operations as they occur.

The gains (losses) reflected for the change in value of the interest rate swaps are primarily attributable to increases (decreases) in the expectation for one-month SOFR interest rates through June 5, 2027, during the nine months ended October 31, 2024 and 2023. 23

~~Gain~~ Table ~~on sale~~ of ~~business~~Contents

OnThe ~~June~~gains ~~12,~~(losses) ~~2022,~~reflected wefor ~~entered into~~ the ~~Purchase~~change ~~Agreement~~in tovalue ~~sell~~of the ~~our~~interest ~~SumTotal~~rate ~~business~~swaps toare aprimarily ~~third~~attributable ~~party for $200 million in cash, subject~~ to ~~adjustments~~increases ~~set~~(decreases) ~~forth~~ in the ~~Purchase~~expectation ~~Agreement.~~for ~~The~~one-month ~~sale~~SOFR ~~was~~interest ~~completed~~rates onthrough ~~August~~June 155, ~~2022.~~2027, ~~Net~~during ~~proceeds from~~ the ~~sale~~three ~~were~~months ~~$174.9~~ended ~~million, after final working capital adjustments in~~ April ~~2023. In accordance with ASC 810~~30, ~~Consolidation~~2025 (“ASC 810”), we recorded a gain on sale upon completion of the transaction. The $55.9 million gain, including a loss of $0.7 million recognized in the first quarter of fiscal 2024, was calculated by measuring the difference between the fair value of consideration received less the carrying amount of assets and ~~liabilities sold~~2024.

Provision for (benefit from) income taxes

The following provides select provision for (benefit from) income taxes information (in thousands, except percentages):

							Dollar											~~Dollar~~
	Three Months Ended October 31,						Increase		Percent			Nine Months Ended October 31,						Increase		Percent
	Three Months Ended April 30,						Increase		Percent
	2024			2023			(Decrease)		Change			2024			2023			(Decrease)		Change
	2025			2024			(Decrease)		Change
Provision for (benefit from) income taxes	$	(~~1,859~~772	)	$	(21,~~462~~583	)	$	~~603~~811		(2451.52	)%	$	~~(5,498~~	)	$	~~(8,735~~	)	$	~~3,237~~		~~(37.1~~	)%
Effective income tax rate		72.30	%		85.24	%							~~5.7~~	%		~~7.8~~	%

The effective income tax rate for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025 and ~~2023~~2024 differed from the United States federal statutory rate of 21.0% due primarily to the impact of non-deductible items, foreign rate differential, changes in ~~uncertain~~unremitted ~~tax positions~~earnings, and changes in the valuation allowance on ~~the Company’s~~ our deferred tax assets.

Liquidity and Capital Resources

Liquidity and sources of cash

As of ~~October~~April 3130, ~~2024~~2025, we had $97127.98 million of cash and cash equivalents. Most onof ~~hand~~our cash and cash equivalents were held at large financial institutions with high rating agency designations and our exposure to regional banks was not significant. Our investment policy is approved by the Board ~~of Directors~~ and reviewed annually by the Audit Committee. Our current investment policy’s primary objectives when investing excess available cash are, in order of importance: (1) preservation of capital and protection of principal; (2) maintenance of liquidity that is sufficient to meet cash flow needs; and (3) maximize rate of return. ~~Pursuant~~Our tocash ~~this~~requirements ~~policy,~~(from asperiod ofto ~~October~~period) ~~31,~~vary ~~2024,~~depending ~~most~~on offactors ~~our~~such ~~cash~~as ~~and~~the ~~cash~~growth ~~equivalents~~of ~~were~~the ~~held~~business, atchanges ~~large~~in ~~financial~~working ~~institutions~~capital ~~with~~needs ~~high rating agency designations~~ and ~~our~~capital ~~exposure to regional banks was not significant~~expenditures. We have funded operations primarily through the use of cash collected from our customers and the proceeds received from the Term Loan Facility, (defined below), supplemented with borrowings under our accounts receivable facility (described below). ~~Our~~Based on our current cash ~~requirements~~flow ~~vary~~budgets ~~depending~~and onforecasts ~~factors~~of ~~such~~both asshort-term ~~the~~and ~~growth~~long-term liquidity needs, we anticipate we will have sufficient internal and external sources of ~~the~~liquidity ~~business,~~to ~~changes~~fund inoperations and anticipated working capital changes and other expected cash needs for at least the next twelve months, as well as for the foreseeable future, with capital ~~expenditures~~sources currently available. Specifically, Wewe ~~expect~~believe cash flow from operating activities, together with cash on hand and availability under our accounts receivable facility, will be sufficient to ~~operate~~fund ~~the~~our ~~business~~anticipated working capital needs, planned capital spending, contractual obligations and ~~execute~~other cash requirements, including debt repayments and finance costs. While our ~~strategic~~Term ~~initiatives~~Loan ~~principally~~Facility ~~with~~does ~~funds~~include ~~generated~~restrictions ~~from~~on ~~operations~~the ability of our guarantor subsidiaries to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and ~~supplemented~~exceptions, ~~by borrowings~~which upare expected to apermit ~~maximum~~distributions ofto ~~$75~~enable us to make required principal and interest payments on our indebtedness.0 ~~million~~However, ~~under~~in the event we are not able to receive cash from our ~~accounts~~subsidiaries, ~~receivable~~we ~~facility~~will be unable to make such required payments. WeIn addition, although we anticipate we will be able to refinance outstanding obligations under our credit agreement prior to or when they mature, there can be no assurance we will be able to do so, or that the terms of any refinancing will be favorable. In addition, we may require additional capital in the future to fund capital expenditures, acquisitions (including contingent consideration payments), strategic transactions or other investments. We will ~~have~~continue ~~sufficient~~to ~~internal~~assess our liquidity position and ~~external~~potential sources of supplemental liquidity toin ~~fund~~view ~~operations~~of ~~and~~our ~~anticipated~~objectives, ~~working~~operating performance, economic and capital market conditions and other ~~expected~~relevant circumstances. Our operating cash ~~needs~~flow ~~for~~performance atmay ~~least~~also be affected by matters discussed under the ~~next~~Risk ~~twelve months,~~Factors assection ~~well~~of asour ~~for~~2025 ~~the~~AFS. ~~foreseeable~~These ~~future~~risks ~~with~~and ~~capital~~uncertainties ~~sources~~may ~~currently~~adversely ~~available~~affect our long-term liquidity.

Term ~~Loan~~Loans

On July 16, 2021, Skillsoft Finance II, Inc. (“Skillsoft Finance II”), a subsidiary of Skillsoft Corp., 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 $480 million term loan facility (the “Term Loan Facility”). ~~The~~ Term loans under the Term Loan Facility (“Original isTerm Loans”) were drawn in full on the closing date thereof, and are scheduled to mature on July 16, 2028 (the “Maturity Date”).

In connection with the closing of ~~the~~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”).

The First Amendment provided for the incurrence of up to an additional $160 million of Term B-1 Loans (the “Term B-1 Loans”) under the ~~Amended~~Term ~~Credit~~Loan ~~Agreement~~Facility, which was drawn in full on the closing date thereof, and are scheduled to mature on the Maturity Date. In addition, the First Amendment, among other things, (a) provided for early opt-in to SOFR subject to a 0.75% floor, for the ~~existing~~Original ~~term~~Term ~~loans~~Loans ~~under~~ (the ~~Credit~~Original ~~Agreement~~Term ~~(such~~Loans ~~existing term loans~~ together with the Term B-1 Loans, the “Initial Term Loans”) and (b) provided for the applicable margin for the Initial Term Loans at 4.25% with respect to base rate borrowings and 5.25% with respect to SOFR borrowings.

Prior to the maturity thereof, the Initial Term Loans are subject to quarterly amortization payments of $1.6 million. The proceeds of the Term B-1 Loans were used by Skillsoft to finance, in part, the Codecademy acquisition, and to pay costs, fees, and expenses related thereto.

Interest rates applicable to the Initial Term Loans are described in Note 13 to the 2025 AFS. As of April 30, 2025, the outstanding principal balance of $586.6 million of Initial Term Loans bears interest at a rate equal to SOFR plus a credit premium of 0.11% plus a margin of 5.25%, per annum, with a SOFR floor of 0.75%. As a result of our interest rate swaps, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

We are also required to make prepayments of outstanding obligations under the Amended Credit Facility if certain criteria are met including, but not limited to excess cash flow for the prior fiscal year (as defined in the Amended Credit Facility), net cash proceeds from asset sales and net cash proceeds from issuances of equity or indebtedness. No such prepayments were required during the three months ended April 30, 2025 and 2024. Loan parties are subject to various affirmative and negative covenants and reporting obligations under the Amended Credit Agreement, as described in Note 13 to the 2025 AFS. As of April 30, 2025, we are in compliance with all such covenants.

The Amended Credit Agreement contains customary events of default. If an event of default occurs and is continuing (and is not waived), the administrative agent may declare all amounts outstanding thereunder to be immediately due and payable. In the event of payment or other specified defaults, outstanding obligations accrue interest at the then applicable rate plus 2.00%.

All obligations under the Amended Credit Agreement, and the guarantees of those obligations, are secured by substantially all of Skillsoft Finance II’s personal property as well as the assets of each subsidiary guarantor.

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Accounts Receivable Facility

We also have access to up to $75.0 million of borrowings under ~~our~~an accounts receivable ~~facility. In~~agreement ~~November 2024,~~ (the ~~accounts~~"A/R ~~receivable facility was amended to, among other things, extend the maturity to the earlier of (i~~Agreement") ~~November~~with ~~26,~~First ~~2029~~Citizens orBank ~~(ii)~~and 90Trust ~~days prior to the maturity of any corporate debt, reduce the fixed component of the interest rate to 2~~Company.~~61%~~ ~~per~~Pursuant ~~annum from 3.11% per annum, increase the highest advance rate from 85%~~ to ~~90%,~~this ~~reduce the minimum outstanding balance requirement from $10 million to $1 million~~agreement, ~~and~~certain ~~allow for ad hoc borrowings and repayments. Based on seasonality~~ of ~~billings~~our ~~and the characteristics of~~ accounts receivable~~, some of which~~ are ~~not~~pledged ~~eligible~~as security for ~~advances,~~loans wemade ~~are~~by ~~not~~participating ~~always able to access the full $75~~lenders.~~0 million available capacity. As of October 31, 2024, $10.0 million was drawn under our accounts receivable facility.~~

In November 2024, the A/R Agreement was amended to, among other things: (a) extend the maturity date from December 27, 2024 to the earlier of (i) November 26, 2029 or (ii) 90 days prior to the maturity of any corporate debt (including the Initial Term Loans); (b) reduce the fixed component of the interest rate to 2.61% per annum from 3.11% per annum; (c) increase the highest advance rate on certain eligible receivables from 85% to 90%; (d) reduce the minimum outstanding balance requirement from $10 million to $1 million; and (e) allow for ad hoc borrowings and repayments. Based on seasonality of billings and the characteristics of accounts receivable, some of which are not eligible for advances, we are not always able to access the full $75.0 million available capacity. As of April 30, 2025 and January 31, 2025, $1.0 million was drawn under the A/R Agreement, respectively. Under this agreement, when borrowing more than the required minimum, Skillsoft receives the net present value of the accounts receivable balances used to calculate the borrowing base. The interest rate on borrowings outstanding under the accounts receivable facility was 6.94% as of April 30, 2025.

When borrowing more than the minimum, the lenders require us to deposit receipts from pledged receivables to a restricted bank account within two business days of receipt by Skillsoft. A reconciliation detailing collections against the prior month’s borrowing base and additional receivables to be pledged is submitted monthly. If additional pledged receivables exceed the prior month’s collections, funds from the restricted bank account are returned to us.

Share Repurchase Authorization

On July 10, 2024, the Board ~~of Directors~~ authorized and approved a share repurchase authorization for up to $10 million of ~~the Company~~Skillsoft’s outstanding shares of ~~Class A~~ common stock. The share repurchase authorization commenced on July 11, 2024, and will terminate on the fourth anniversary of such date. Under the share repurchase authorization, we may purchase shares of ~~Class A~~ common stock in the open market, in private negotiated transactions, or by other means from time to time. We cannot predict when or if we will repurchase any shares of ~~Class A~~ common stock. The timing and number of shares of ~~Class A~~ common stock that may be purchased will depend on a variety of factors, including the share price of the ~~Class A~~ common stock, general market conditions, alternative uses for capital, our financial performance, and other considerations. This authorization does not obligate us to purchase any minimum number of shares of ~~Class A~~ common stock, and the authorization may be suspended, modified, or discontinued at any time without prior notice. As of ~~October~~April 3130, ~~2024~~2025, no ~~Class A~~ common stock had been repurchased under the share repurchase authorization.

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Cash Flows

The following summarizes our cash flows for the periods presented (in thousands, except percentages):

	Nine Months Ended October 31,
							Dollar
	2024			2023
	Three Months Ended April 30,						Increase			Percent
Net cash provided by (used in) operating activities	$	12,214		$	(8,681	)
	2025			2024			(Decrease)			Change
Net cash provided by (used in) investing activities		(13,828	)		(16,945	)
Net cash provided by (used in) operating activities	$	31,298		$	14,937		$	16,361			109.5	%
Net cash provided by (used in) financing activities		(40,826	)		(13,497	)
Net cash provided by (used in) investing activities		(5,134	)		(4,517	)		(617	)		13.7	%
Effect of foreign currency exchange rates on cash and cash equivalents		(2,281	)		(1,674	)
Net cash provided by (used in) financing activities		(1,953	)		(4,252	)		2,299			(54.1	)%
Net increase (decrease) in cash and cash equivalents and restricted cash	$	(44,721	)	$	(40,797	)
Effect of foreign currency exchange rates on cash and cash equivalents		3,384			(3,087	)		6,471			(209.6	)%
Net increase (decrease) in cash and cash equivalents and restricted cash	$	27,595		$	3,081		$	24,514			795.7	%

Cash flows from operating activities

The increase in cash flows ~~from~~provided by operating activities in the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025 compared to the same period in ~~2023~~2024, was primarily ~~attributable to~~ the ~~comprehensive~~result ~~resource~~of ~~reallocation~~enhanced ~~plan~~working ~~discussed~~capital ~~above~~efficiency and ~~the~~to ~~result~~a oflesser ~~the~~extent ~~timing~~improved ofmargins, ~~working~~slightly ~~capital~~offset ~~settlements~~by cash outflows for restructuring actions under the CRRP.

Cash flows from investing activities

Cash flows ~~from~~used in investing activities in the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025 and April 30, 2024 include $134.06 million and $4.4 million of cash payments for internally developed software, respectively.

~~Cash~~Our ~~flows~~purchases ~~from investing activities for the nine months ended October 31, 2023 include $8.1 million~~ of ~~cash~~property ~~payments for internally developed software~~ and ~~net~~equipment ~~cash~~largely ~~transferred~~consist of ~~$5.1~~computer ~~million~~hardware ~~related~~and ~~to the completion of the SumTotal sale~~software.

Our purchases of property and equipment largely consist of computer hardware and software, as well as capitalized software development costs, to support content and software development activities.

The decrease in cash flows used in investing activities was primarily due to the purchase of property and equipment and the sale of our former SumTotal business during the nine months ended October 31, 2023, partially offset by our increased investment in internally developed software during the nine months ended October 31, 2024.

Cash flows from financing activities

Cash flows ~~from~~used in financing activities consist primarily of borrowings and repayments under our ~~debt~~Amended ~~facilities~~Credit ~~and~~Agreement ~~our accounts receivable facility,~~ and ~~payments~~A/R ~~for share repurchases~~Agreement.

The ~~increase~~decrease in cash flows used in financing activities was primarily due to payments on our ~~accounts~~A/R ~~receivable~~Agreement ~~facility~~ during the ~~nine~~three months ended ~~October~~April 3130, 2024~~, partially offset by the acquisition of treasury stock during the nine months ended October 31, 2023~~.

Contractual and Commercial Obligations

The scheduled maturities of our debt and future minimum rental commitments under non-cancelable lease agreements as of ~~October~~April 3130, ~~2024~~2025 were as set forth below (in thousands):

	Payments due by Fiscal Year
	Total		Remainder of ~~2025~~2026		~~2026-~~2027-2028		~~2028-~~2029-2030		Thereafter
Term Loan Facility	$	589,798	$	1,601	$	11,207	$	576,990	$	—
Initial Term Loans	$	586,596	$	3,202	$	14,409	$	568,985	$	—
Operating leases		109,~~541~~719		~~801~~1,670		3,~~726~~380		2,~~844~~140		32,~~170~~529
Total	$	~~600~~596,~~339~~315	$	24,~~402~~872	$	1417,~~933~~789	$	~~579~~571,~~834~~125	$	32,~~170~~529

Contingencies

From time to time, we are a party to or may be threatened with litigation in the ordinary course of our business. We regularly analyze then current information, including, as applicable, our defense and insurance coverage and, as necessary, provide accruals for probable and estimable liabilities for the eventual disposition of these matters. For information regarding legal proceedings see Note 6 -to ~~“Leases,~~our ~~Commitments~~unaudited ~~and~~condensed ~~Contingencies”~~consolidated financial statements.

~~Critical Accounting Policies and Estimates~~ 25

Our condensed consolidated financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of assets, liabilities, revenues and expenses during the reporting period. We regularly reevaluate our estimates and judgments, including those related to the following: business combinations, revenue recognition, impairment of goodwill and intangible assets, income tax assets and liabilities, and restructuring charges and accruals. We base our estimates and judgments on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, or results of operations could be impacted.

We believe the following critical accounting estimates most significantly affect the portrayal of our financial condition and involve our most difficult and subjective estimates and judgments.

Revenue recognition

The Company 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. The Company 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 customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience, credit, or financial information. The Company is not required to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price.

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~~The~~Critical ~~Company’s~~Accounting ~~cloud-based~~Estimates solutions generally 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 the Company continually provides access to, and fulfills its obligation to, the end 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 straight-line basis over the contract term, beginning on the date the service is made available to the customer. The Company’s subscription contracts typically vary from one year to three years. The Company’s cloud-based solutions arrangements are generally non-cancellable and non-refundable.

~~Revenue~~Our ~~from~~unaudited ~~virtual,~~condensed ~~on-demand~~consolidated financial statements and ~~classroom~~the ~~training~~related notes have been prepared in accordance with GAAP. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and ~~individualized~~the ~~coaching~~reported isamounts ~~recognized~~of inassets, liabilities, revenues and expenses during the reporting period. inWe ~~which~~regularly reevaluate our estimates and judgments, including those related to the ~~services~~following: ~~are~~business ~~rendered. The~~combinations, ~~Company~~revenue ~~also~~recognition, ~~sells~~impairment of goodwill and intangible assets, the remaining useful lives of capitalized assets, income tax assets and liabilities, ~~professional~~and ~~services~~restructuring ~~related~~charges and accruals. We base our estimates and judgments on historical experience and various other factors we believe to ~~its~~be ~~cloud~~reasonable ~~solutions~~under the circumstances, the results of which ~~are~~form ~~typically~~the ~~considered~~basis ~~distinct~~for ~~performance~~judgments ~~obligations~~about the carrying values of assets and ~~are~~liabilities ~~recognized~~and ~~over~~the ~~time~~amounts asof ~~services~~revenues and expenses that are ~~performed~~not readily apparent from other sources. ~~For~~The ~~fixed-price~~economic ~~contracts~~environment also impacts certain estimates and discount rates necessary to prepare our condensed consolidated financial statements, ~~revenue~~including issignificant ~~recognized over~~estimates ~~time~~and ~~based~~discount onrates aapplicable ~~measure~~to the determination of ~~progress~~the ~~that~~fair ~~reasonably~~value ~~reflects~~used in the impairment testing of our ~~advancement toward~~assets. ~~satisfying~~To the ~~performance~~extent ~~obligation~~that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, or results of operations could be impacted.

~~While~~Significant ~~the~~accounting ~~majority~~policies ofand ~~the~~methods ~~Company’s~~used ~~revenue~~in ~~relates~~the topreparation ~~SaaS~~of ~~subscription~~our ~~services~~consolidated ~~where~~financial ~~the~~statements ~~entire~~are ~~arrangement~~described ~~fee~~in isNote 2 ~~recognized~~“Summary onof aSignificant ~~ratable~~Accounting ~~basis~~Policies” ~~over~~to the 2025 ~~contractual~~AFS. ~~term,~~The ~~the~~following ~~Company~~is ~~sometimes~~a ~~enters~~discussion ~~into~~of ~~contractual~~accounting ~~arrangements~~estimates ~~that~~which ~~have~~management ~~multiple~~considers ~~distinct~~to ~~performance~~be ~~obligations~~"critical," ~~one~~defined oras ~~more~~accounting ofestimates ~~which~~made ~~have~~in ~~different~~accordance ~~periods~~with ~~over~~GAAP ~~which~~that ~~the~~involve ~~services or products are delivered. These arrangements may include~~ a ~~combination~~significant level of ~~subscriptions~~estimation uncertainty, and ~~non-subscription~~have ~~products~~had, ~~such~~or asare ~~professional~~reasonably ~~services.~~likely ~~The~~to ~~Company~~have, ~~allocates~~a ~~the~~material ~~transaction~~impact ~~price of the arrangement based~~ on ~~the~~our ~~relative~~financial ~~estimated~~condition ~~standalone~~or ~~selling~~results ~~price~~ of ~~each distinct performance obligation~~operations.

~~Reimbursements~~Revenue received from customers for out-of-pocket expenses are recorded as revenues, with related costs recorded as cost of revenues. The Company presents revenues net of any taxes collected from customers and remitted to government authorities.recognition

AsSkillsoft enters into contracts that provide customers with 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. We recognize revenue that reflects the ~~Company~~consideration that we expect to be entitled to receive in exchange for these services. We apply judgment in determining our customer’s ~~contractual~~ability ~~agreements~~and ~~predominantly~~intent ~~call~~to ~~for~~pay, ~~advanced~~which ~~billing~~is based on a variety of factors, ~~contract~~including ~~assets~~the customer’s historical payment experience, credit, or financial information. We are ~~rarely~~not ~~generated~~required to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price.

While the majority of our revenue relates to SaaS and subscription services where the entire arrangement fee is recognized on a straight-line basis over the contractual term, we sometimes enters into contractual arrangements that have multiple distinct performance obligations, one or more of which have different periods over which the services or products are delivered. These arrangements may include a combination of subscriptions and non-subscription products such as professional services. We allocate the transaction price of the arrangement based on the relative estimated standalone selling price of each distinct performance obligation. Our cloud-based solutions generally 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 fulfills its obligation to, the end 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 straight-line basis over the contract term, beginning on the date 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 generally non-cancellable and non-refundable.

Revenue from classroom training and individual coaching is recognized in the period in which the services are rendered. Revenue from virtual and on-demand training for time-based access to unlimited sessions is recognized on a straight-line basis over the period these services are available to the customers.

We also sell professional services related to its cloud solutions which are typically considered distinct performance obligations and are recognized over time as services are performed. For fixed-price contracts, revenue is recognized over time based on a measure of progress that reasonably reflects our advancement toward satisfying the performance obligation.

Reimbursements received from customers for out-of-pocket expenses are recorded as revenues, with related costs recorded as cost of revenues. We present revenues net of any taxes collected from customers and remitted to government authorities.

As our contractual agreements predominantly call for advanced billing, contract assets are rarely generated.

Intangible assets, including goodwill

We recognize the excess of the purchase price, plus the fair value of any noncontrolling interest in an acquiree, over the fair value of identifiable net assets acquired, which includes the fair value of specifically identifiable intangible assets, as goodwill.

~~The~~We ~~Company amortizes~~ amortize its finite-lived intangible assets, including customer contracts and internally developed software, over their estimated useful life. ~~The~~We ~~Company reviews~~ review the carrying values of intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in remaining useful life. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator.

In addition, ~~the~~we ~~Company reviews~~ review the carrying values of its indefinite-lived intangible assets, including goodwill and ~~certain~~the ~~trademarks~~Skillsoft trademark, during the fourth fiscal quarter of each ~~fiscal~~ year for impairment, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist and reassesses their classification as indefinite-lived assets.

IfThe ~~current~~fair ~~discount~~value ~~rates~~of ~~rise~~our orindefinite-lived iftrademark ~~relevant~~intangible ~~market~~is determined using an income approach referred to as the relief-~~based~~from-royalty ~~inputs~~method. ~~for~~The relief-from-royalty method requires management to estimate the portion of our ~~impairment~~earnings ~~assessment~~attributable ~~worsen,~~to ~~subsequent~~this ~~reviews~~trademark based on a royalty rate we would have paid for the use of ~~goodwill~~the ~~and~~asset ~~intangibles could~~if ~~result~~we indid ~~impairment~~not own it. ~~Factors~~The ~~that~~determination ~~could~~of ~~result~~fair invalue aninvolves ~~impairment~~significant ~~include~~estimates and assumptions, ~~but~~including ~~are~~projected ~~not~~revenue ~~limited~~growth rates, the royalty savings rate, and the discount rate applied to future cash flows, which are forward-looking and could be affected by future economic and market conditions. Changes in these key assumptions could materially affect the ~~following:~~estimated fair value of the indefinite-lived trademark intangible asset and result in future impairment charges.

●If ~~Prolonged~~current ~~period~~discount ofrates ~~our~~rise ~~estimated~~or ~~fair~~if ~~value~~relevant ~~of our reporting units exceeding our~~ market-based ~~capitalization;~~inputs ~~● Lower expectations~~ for ~~future~~our ~~profitability~~impairment ofassessment ~~bookings or EBITDA~~worsen, ~~which~~subsequent inreviews ~~part, could be impacted by legislative, regulatory or tax changes that affect the cost~~ of, orgoodwill ~~demand for, products~~ and ~~services~~intangibles could asresult ~~well as the loss of key personnel; ● Deterioration~~ in ~~key~~impairment. ~~assumptions~~Factors ~~used in our income approach estimates of fair value, such as higher discount rates from higher stock market volatility; and ● Valuations of significant mergers or acquisitions of companies~~ that ~~provide~~could ~~relevant~~result ~~market-based~~in ~~inputs for our~~ impairment ~~assessment~~include, ~~that~~but ~~could~~are ~~support~~not ~~less~~limited ~~favorable~~to, ~~conclusions regarding~~ the ~~estimated fair value of our reporting units.~~following:

	●	Prolonged period of our estimated fair value of our reporting units exceeding our market capitalization;
	●	Lower expectations for future profitability of bookings or EBITDA (a non-GAAP measure), which in part could be impacted by legislative, regulatory or tax changes that affect the cost of, or demand for, products and services as well as the loss of key personnel;
	●	Deterioration in key assumptions used in our income approach estimates of fair value, such as higher discount rates from higher stock market volatility; and
	●	Valuations of significant mergers or acquisitions of companies that provide relevant market-based inputs for our impairment assessment that could support less favorable conclusions regarding the estimated fair value of our reporting units.

For additional information on goodwill and intangibles see Note 3 to our unaudited condensed consolidated financial statements.

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Income taxes

We provide for deferred income taxes resulting from temporary differences between the basis of assets and liabilities for financial reporting purposes as compared to tax purposes, using rates expected to be in effect when such differences reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized.

We follow the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires us to determine whether a tax position of ~~the~~Skillsoft ~~Company~~ is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. Interest and penalties related to uncertain tax positions are included in the caption “provision for (benefits from) income taxes” in the condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

~~Our~~The effect of recently issued accounting pronouncements ~~are~~is set forth in Note 2 to“Summary of Significant Accounting Policies” of our unaudited condensed consolidated financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposures to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below. Except as set forth below, there have been no material changes to our primary market risk exposures or our management of such exposures during the three months ended April 30, 2025 from the description set forth in Item 7A of the 2025 Form 10-K.

Interest Rate Risk

Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities due to movements in interest rates. We are exposed to interest rate risk arising from our interest sensitive long-term debt and accounts receivable facility and to a lesser extent our cash and cash equivalents.

Based on ~~the~~amounts ~~balance~~outstanding ofunder ~~our~~the ~~long-term~~Amended ~~debt~~Credit Agreement and ~~accounts~~ ~~receivable~~the ~~facility~~A/R ~~and~~Agreement as of April 30, 2025, taking into account the two interest rate swap agreements discussed below, a hypothetical 100 basis point increase or decrease in interest rates would result in approximately $32.09 million additional or lower pre-tax annual interest expense ~~on an annualized basis, respectively~~. To manage our exposure to interest rate risk on our long-term debt, we entered into two fixed-rate interest rate swap agreements to change the SOFR-based component of the interest rate on $300.0 million of variable rate debt to a fixed rate. For further information regarding our long-term debt and interest rate swap agreements, see Note 7 “Long-Term Debt” and Note 11 “Fair Value Measurements”, respectively, to our unaudited condensed consolidated financial statements.

Based on the balance of our cash and cash equivalents, as of April 30, 2025, a hypothetical 100 basis point increase or decrease in interest rates would result in an approximately $0.54 million increase or decrease, respectively, on our ~~interest~~annual ~~income~~pre-tax oninterest ~~an annualized basis~~income.

Our interest rate swaps are not designated for hedge accounting and are carried on the ~~statement~~consolidated ofbalance ~~financial~~sheet ~~position~~ at their fair value. Unrealized gains and losses from changes in fair value of the interest rate swaps are included in the statement of operations as they occur. A hypothetical 100 basis point increase or decrease in interest rates would result in an approximately $75.09 million increase or decrease, respectively, on our fair value adjustment of interest rate swaps at a point in time.

Foreign Currency Risk

Our reporting currency and the functional currency of our wholly owned foreign subsidiaries is the U.S. dollar. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in the caption “~~Other~~other income (~~expense~~expenses), net” in our condensed consolidated statement of operations. ~~The~~We ~~Company~~are is exposed to foreign currency fluctuations, including the Euro, pound sterling, Canadian dollar, Australian dollar, Indian rupee, Singapore dollar and related currencies. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. A hypothetical 10% increase or decrease in current exchange rates would have resulted in an impact of approximately $3.0 million on our annual pre-tax income (loss) ~~on an annualized basis~~.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Management~~Our ~~performed~~management anis ~~evaluation~~responsible offor ~~the~~establishing ~~effectiveness~~and ofmaintaining ~~our~~a system of disclosure controls and procedures (as ofdefined ~~October~~in ~~31,~~Rules ~~2024. The~~13a-15(e) ~~evaluation~~and ~~was~~15d-15(e) ~~performed~~under the Exchange Act) designed to ensure that information we are required to disclose in the reports that we file or submit under the ~~supervision~~Exchange Act is recorded, processed, summarized and ~~with~~reported within the ~~participation~~time ofperiods ~~our~~specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including ~~our~~its ~~Chief Executive~~principal ~~Officer~~executive ~~(“CEO”)~~officer or officers and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officer ~~(“CFO”)~~or officers, or persons performing similar functions, as ~~defined~~appropriate, into ~~Rules~~allow ~~13a-15(e)~~timely decisions regarding required disclosure. Management, with the participation of our principal executive officer and ~~15d-15(e)~~principal ~~under~~financial officer, performed an evaluation of the ~~Securities~~effectiveness ~~Exchange~~of ~~Act~~our disclosure controls and procedures as of April ~~1934~~30, 2025. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as ~~amended~~of ~~(the~~April ~~“Exchange~~30, ~~Act”)~~2025.

Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of October 31, 2024.

Changes in Internal Control over Financial Reporting

AsThere ~~of January~~were ~~31,~~no ~~2025,~~changes ~~the~~in ~~Company~~our ~~will~~internal nocontrol ~~longer~~over ~~qualify as~~financial anreporting ~~emerging~~identified ~~growth~~in ~~company~~connection ~~and~~with ~~will be~~the ~~subject~~evaluation torequired ~~the~~by ~~provisions~~Rules of13a-15(d) ~~Section~~or ~~404~~15d‑15(bd) of the ~~Sarbanes-Oxley~~Exchange Act ~~for~~that ~~our~~occurred ~~fiscal~~during ~~year ending~~the ~~January~~three ~~31,~~months ~~2025.~~ended InApril ~~connection with our Form 10-K for the fiscal year ending January 31~~30, 2025, ~~our~~that ~~independent~~have ~~registered~~materially ~~public~~affected, ~~accounting~~or ~~firm~~are ~~will formally~~reasonably ~~attest~~likely to ~~the~~materially ~~effectiveness~~affect, of our internal ~~controls~~control over financial reporting. ~~During fiscal 2025 we will continue to execute the enhanced review and testing across all key controls.~~

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d‑15(d) of the Exchange Act that occurred during the three and nine months ended October 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

~~Because~~Management ofrecognizes ~~the~~that ~~inherent~~Skillsoft’s ~~limitations~~internal incontrol aover ~~cost-effective~~financial ~~control~~reporting ~~system,~~cannot ~~any~~prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that itthe ~~will~~control ~~prevent~~system's orobjectives ~~detect~~will ~~all~~be ~~misstatements~~met. Further, ~~due~~the todesign ~~error~~of ora ~~fraud,~~control ~~from~~system ~~occurring~~must inreflect the ~~condensed~~fact ~~consolidated~~that ~~financial~~there ~~statements.~~are ~~Additionally~~resource constraints, and that management is required to use judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Incorporated by reference herein is information regarding legal proceedings as set forth under “Litigation” contained in Note 6 – “~~Leases,~~ Commitments and Contingencies” ~~in the Notes~~ to the Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q.

ITEM 1A. RISK FACTORS.

InThere ~~addition~~have tobeen ~~the~~no ~~other~~material ~~information~~changes ~~set~~to ~~forth in this Quarterly Report, you should carefully consider~~ the risk factors ~~discussed~~previously disclosed in Part I, Item ~~1A.~~IA ~~Risk~~of ~~Factors in~~ our ~~Annual~~2025 ~~Report on~~ Form 10-K ~~(as amended) for our fiscal year ended January 31, 2024~~. Such risks and uncertainties are not the only ones facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition or operating results in the future.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

10b5-1 Trading Plans

During the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025, no director or officer of ~~the~~Skillsoft ~~Company~~ adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS.

The following list includes exhibits submitted with this Quarterly Report on Form 10-Q as filed with the SEC and those incorporated by reference to other filings.

Exhibit No.	Description	Form	File No.	Exhibit	Filing Date
3.1	Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., as amended	10-K	001-38960	3.1	4/15/2024
3.2	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., dated July 21, 2023	8-K	001-38960	3.1	7/24/2023
3.3	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Skillsoft Corp., dated September 29, 2023	8-K	001-38960	3.1	9/29/2023
3.4	Amended and Restated Bylaws of Skillsoft Corp.	8-K	001-38960	3.2	6/17/2021
4.1	Description of Securities	10-K	001-38960	4.1	4/15/2024
4.2	Specimen Class A Common Stock Certificate	10-K	001-38960	4.2	4/14/2023
4.3	Warrant Agreement, dated June 11, 2021, between Continental Stock Transfer & Trust Company and Churchill Capital Corp II, including Specimen Warrant Certificate	8-K	001-38960	4.3	6/17/2021
10.1#	Amended and Restated Offer Letter by and between Skillsoft Corp. and John Frederick, dated May 15, 2025	8-K	001-38960	10.1	5/20/2025
10.2#	Letter Agreement by and between Skillsoft Corp. and Rich Walker, dated May 15, 2025	8-K	001-38960	10.2	5/20/2025
10.3*	Separation Agreement for Chief Accounting Officer
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1‡	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2‡	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)

Exhibit No.	Description	Form	File No.	Exhibit	Filing Date
10.1#^	Letter Agreement to Serve as Chair and CEO dated September 4, 2024, between Ronald W. Hovsepian and Skillsoft Corp	10-Q	001-38960	10.4	09/09/2024
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1‡	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2‡	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

* Filed herewith.

‡ Furnished herewith.

# Represents management compensation plan, contract or arrangement.

^ Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and the Registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule and/or exhibit upon request. 29

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SIGNATURES

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 thereunto duly authorized.

	SKILLSOFT CORP. (Registrant)
Dated: December 10, 2024	By:	/s/ Richard George Walker
Dated: June 9, 2025	By:	/s/ John Frederick
	Richard George Walker Chief Financial Officer (Principal Financial Officer)
	John Frederick Chief Financial Officer (Principal Financial Officer)

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Filing Compare · Skillsoft Corp.