SCHOLASTIC CORPORATION ANNOUNCES CASH TENDER OFFER TO PURCHASE UP TO $200 MILLION OF ITS COMMON STOCK

Rhea-AI Summary

Scholastic (NASDAQ: SCHL) commenced a modified "Dutch Auction" tender offer on March 23, 2026 to buy up to $200 million of common stock at a price between $36.00 and $40.00 per share, representing roughly 25% of outstanding shares at the $36 floor.

The offer expires April 20, 2026 at 5:00 p.m. New York time and is not contingent on a minimum tender or financing; directors and executive officers have said they will not tender shares.

Positive

• $200 million repurchase authorization announced
• Buyback price range: $36.00–$40.00 per share
• Target equals ~25% of outstanding shares at $36
• Offer not contingent on financing, may close promptly

Negative

• Company directors and executive officers will not tender shares
• If oversubscribed, purchases will be allocated on a pro rata basis
• Accepted shares purchased in cash, potentially reducing liquidity

News Market Reaction – SCHL

+3.17%

+3.17% Session close to close

In the Mar 23 session, SCHL gained 3.17%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a modified Dutch auction tender for up to $200 million of common stock at ...

Analysis

This announcement details a modified Dutch auction tender for up to $200 million of common stock at $36–$40 per share, roughly 25% of outstanding shares, expiring on April 20, 2026. It follows significant real-estate monetization and prior share repurchases. Investors may track participation levels, final clearing price within the range, and how the offer interacts with recent dividend declarations and capital allocation disclosures to assess the impact on per-share metrics and balance-sheet flexibility.

Key Figures

Tender offer size: $200 million Tender price floor: $36.00 per share Tender price cap: $40.00 per share +5 more

8 metrics

Tender offer size $200 million Maximum common stock to be purchased in modified Dutch auction

Tender price floor $36.00 per share Lower end of shareholder-specified price range

Tender price cap $40.00 per share Upper end of shareholder-specified price range

Portion of shares Approximately 25% Proposed maximum as share of currently outstanding common stock

Reference closing price $37.25 per share Nasdaq close on Mar 20, 2026, before tender commencement

Offer expiration time 5:00 p.m. (NYC time) Scheduled expiration on Monday, April 20, 2026, unless extended

Offer period start March 23, 2026 Commencement date of modified Dutch auction tender offer

Additional purchase allowance Up to 2% of shares Optional additional share purchases under SEC rules without amending offer

Historical Context

5 past events · Latest: Mar 18 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 18	Dividend declaration	Positive	+2.5%	Announced $0.20 quarterly cash dividend for Q4 fiscal 2026.
Mar 05	Earnings date set	Neutral	+1.7%	Scheduled Q3 FY26 earnings release and conference call on Mar 19, 2026.
Jan 22	Brand publishing plans	Positive	+2.1%	Announced 40th anniversary The Baby-sitters Club publishing program for 2026.
Jan 05	Leadership change	Positive	+1.5%	Named Jeffrey Mathews President of Scholastic Education, adding to growth role.
Dec 19	Sale-leaseback deal	Positive	-6.2%	Completed $386 million HQ sale-leaseback with 15-year leaseback structure.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent corporate and strategic announcements have generally seen positive share-price reactions, with the notable exception of the large sale-leaseback transaction.

Recent Company History

Over the last few months, Scholastic’s news flow has focused on capital returns, real estate monetization, governance, and brand initiatives. A $0.20 quarterly dividend declaration in March 2026 and an earnings-date announcement both saw modestly positive reactions. Brand-related publishing news around The Baby-sitters Club and a leadership appointment in Education also coincided with gains. In contrast, the $386 million New York headquarters sale-leaseback on Dec 19, 2025 drew a negative move, showing markets sometimes push back on large asset transactions even when framed as value-creating.

Key Terms

modified dutch auction, tender offer, odd lot, securities and exchange commission, +4 more

8 terms

modified dutch auction financial

"announced today the commencement of a modified "Dutch Auction" tender offer"

A modified Dutch auction is a way for a company to buy back shares or sell securities by asking shareholders or bidders to state how many shares they’re willing to trade and at what minimum price, then setting a single clearing price that satisfies the target quantity. Think of it like collecting offers at different prices and picking one fair price so the company buys or sells the needed amount; investors care because it can produce a transparent, market-driven price and a predictable size for the transaction, reducing the chance of favoritism or sudden price swings.

tender offer financial

"commencement of a modified "Dutch Auction" tender offer to purchase up to $200 million"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

odd lot financial

"on a pro rata basis, subject to the "odd lot" and conditional tender offer provisions"

An odd lot is a stock order or holding that is smaller than the market’s standard trading unit (commonly 100 shares), like buying 27 shares instead of a full package. It matters to investors because these small trades can face different handling, slightly higher costs, or less favorable pricing than standard orders, and patterns of odd-lot activity can hint at retail investor behavior that influences short-term supply and demand.

View in glossary

securities and exchange commission regulatory

"In accordance with the rules of the Securities and Exchange Commission, the Company also reserves"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

dealer manager financial

"J.P. Morgan Securities LLC will serve as the dealer manager for the tender offer."

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

information agent financial

"Georgeson LLC will serve as information agent for the tender offer"

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

depositary financial

"Computershare Trust Company, N.A. will serve as depositary for the tender offer."

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

letter of transmittal financial

"offer to purchase, the related letter of transmittal and other related tender offer materials"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, March 23, 2026 /PRNewswire/ -- Scholastic Corporation (the "Company" or "Scholastic") (NASDAQ: SCHL), the global children's publishing, education and media company, announced today the commencement of a modified "Dutch Auction" tender offer to purchase up to $200 million of its common stock at a price not less than $36.00 per share or more than $40.00 per share to the seller in cash, less any applicable withholding taxes and without interest. The number of shares proposed to be purchased in the tender offer (at a minimum purchase price of $36.00 per share) represents approximately 25% of Scholastic's currently outstanding common stock. The closing price per share of Scholastic's common stock on the Nasdaq Stock Market on Friday, March 20, 2026, the last full trading day prior to the commencement of the tender offer, was $37.25 per share. The tender offer is being made in accordance with the terms and subject to the conditions described in the offer to purchase, the related letter of transmittal and other related tender offer materials, as each may be amended or supplemented from time to time.

The tender offer will expire on Monday, April 20, 2026 at 5:00 p.m., New York City time, unless the tender offer is extended or earlier terminated by the Company. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case in accordance with the procedures described in the offer to purchase, the related letter of transmittal and other related tender offer materials that are being distributed to shareholders.

On the terms and subject to the conditions of the tender offer, Scholastic shareholders will have the opportunity to tender some or all of their shares of common stock at a price or any number of prices contained within the price range established by Scholastic. Based on the number of shares duly tendered and the prices specified by the tendering shareholders, Scholastic will determine the lowest price per share within the range that will enable it to buy up to $200 million of its common stock or a lower amount if the offer is not fully subscribed. If shareholders properly tender shares greater than $200 million in value at the price determined, Scholastic will purchase shares of common stock tendered by those shareholders on a pro rata basis, subject to the "odd lot" and conditional tender offer provisions described in the offer to purchase. In accordance with the rules of the Securities and Exchange Commission, the Company also reserves the right to purchase up to an additional 2% of its shares of common stock outstanding pursuant to and without amending or extending the tender offer.

All shares accepted for payment will be purchased at the same purchase price, regardless of whether any shareholder tendered such shares at a lower price within the range. Shareholders will receive the purchase price in cash, less any applicable withholding taxes and without interest, for shares properly tendered (and not validly withdrawn) promptly after the expiration of the tender offer. All shares tendered at prices above the purchase price will not be purchased and will be returned promptly to the tendering shareholders. The tender offer is not contingent on any minimum number of shares being tendered and it is not subject to a financing condition. However, the tender offer is subject to a number of other conditions specified in the offer to purchase.

J.P. Morgan Securities LLC will serve as the dealer manager for the tender offer. Questions concerning the tender offer may be directed to J.P. Morgan Securities LLC at 1 (877) 371-5947. Georgeson LLC will serve as information agent for the tender offer and Computershare Trust Company, N.A. will serve as depositary for the tender offer. For more information about the tender offer, please contact Georgeson Inc. at (866) 529-9980.

Neither Scholastic Corporation nor any member of its board of directors, nor the dealer manager, the information agent or the depositary is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares into the tender offer or as to the price or prices at which shareholders may choose to tender their shares. Shareholders must make their own decisions as to how many shares they will tender, if any, and the price within the stated range at which they will tender their shares for purchase by Scholastic. Shareholders should consult their financial and tax advisors in making this decision.

SCHOLASTIC'S DIRECTORS HAVE INFORMED SCHOLASTIC THAT THEY DO NOT INTEND TO TENDER COMMON SHARES IN THE TENDER OFFER. IN ADDITION, THE SPECIAL SCHOLASTIC EXECUTOR FOR THE ESTATE OF M. RICHARD ROBINSON, JR. AND THE EXECUTIVE OFFICERS OF SCHOLASTIC, HAVE ALSO INFORMED SCHOLASTIC THAT THEY DO NOT INTEND TO TENDER COMMON SHARES IN THE TENDER OFFER.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF SCHOLASTIC COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT SCHOLASTIC WILL BE DISTRIBUTING TO ITS SHAREHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

Holders of common stock will be able to obtain the tender offer materials free of charge on the Company's website at investor.scholastic.com or the SEC's website at www.sec.gov. In addition, holders of common stock may request copies of the Tender Offer Statement, the Offer to Purchase, related Letter of Transmittal and other filed tender offer documents free of charge by contacting Georgeson LLC, the Information Agent for the Offer, by telephone toll-free at (866) 529-9980 or in writing to 51 West 52nd Street, 6th Floor New York, NY 10019.

About Scholastic

For more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children's books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children's media. As the world's largest publisher and distributor of children's books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.

Forward-Looking Statements

This news release contains certain forward-looking statements relating to future periods. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children's book and educational materials markets generally and acceptance of the Company's products within those markets, and other risks and factors identified from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.

SCHL: Financial

 

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SOURCE Scholastic Corporation

FAQ

What are the key terms of Scholastic's (SCHL) $200 million tender offer announced March 23, 2026?

The offer is a modified Dutch Auction to buy up to $200 million of common stock at $36.00–$40.00 per share. According to the company, the offer expires April 20, 2026 at 5:00 p.m. ET and is not financing contingent.

How much of Scholastic (SCHL) outstanding stock does the tender offer represent at the $36.00 price?

At the $36.00 minimum price, the buyback represents approximately 25% of currently outstanding common stock. According to the company, that calculation is based on shares outstanding at commencement of the tender offer.

Will Scholastic (SCHL) accept all shares tendered in the buyback if demand exceeds $200 million?

No. If properly tendered shares exceed $200 million in value, Scholastic will purchase on a pro rata basis, subject to odd‑lot and conditional tender rules. According to the company, accepted shares pay the same purchase price.

Can Scholastic shareholders withdraw tenders from the SCHL offer before the deadline?

Yes. Shareholders may withdraw tenders at any time before the offer expires on April 20, 2026 at 5:00 p.m. New York time. According to the company, withdrawals must follow procedures in the offer to purchase and letter of transmittal.

Do Scholastic directors or executives plan to participate in the SCHL tender offer?

No. Scholastic's directors, the special executor for M. Richard Robinson Jr.'s estate and executive officers have informed the company they do not intend to tender shares. According to the company, these insiders will not participate in the offer.