Scholastic Corporation Announces Final Results of Modified Dutch Auction Tender Offer

Rhea-AI Summary

Scholastic (Nasdaq: SCHL) completed a modified Dutch auction tender offer that expired April 20, 2026. The company accepted 2,834,018 shares at $40.00 per share, for an aggregate purchase price of $113,360,720, representing ~13.7% of shares outstanding as of April 19, 2026.

Positive

• Shares repurchased: 2,834,018 shares purchased
• Aggregate spend: $113,360,720 at $40.00 per share
• Ownership reduction: ~13.7% of outstanding shares retired

Negative

• Cash outflow: $113,360,720 paid, reducing available cash resources
• Concentration risk: One-time repurchase may limit near-term financial flexibility

News Market Reaction – SCHL

+7.32%

32 alerts

+7.32% Session close to close

+4.0% Peak in 3 hr 11 min

$924.05M Market Cap

0.4x Rel. Volume

In the Apr 23 session, SCHL gained 7.32%, reflecting a notable positive market reaction. Argus tracked a peak move of +4.0% during that session. Our momentum scanner triggered 32 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +7.3% in the session following this news. A strong positive reaction aligns with the...

Analysis

The stock moved +7.3% in the session following this news. A strong positive reaction aligns with the company’s sizable capital return via the modified Dutch auction, which retired 2,834,018 shares, or 13.7% of outstanding stock, at $40.00 per share. Past announcements about this tender and broader repurchase plans tended to coincide with gains. Investors would have monitored whether the final take-up and pricing matched prior expectations and how the reduced share count might affect future per-share metrics.

Key Figures

Tender offer price: $40.00 per Share Shares purchased: 2,834,018 Shares Aggregate cost: $113,360,720.00 +5 more

8 metrics

Tender offer price $40.00 per Share Final purchase price in modified Dutch auction

Shares purchased 2,834,018 Shares Common shares accepted in tender offer

Aggregate cost $113,360,720.00 Total cash outlay for tender, excluding fees and expenses

Stake retired 13.7% of Shares Portion of outstanding common stock as of Apr 19, 2026

Previous close price $39.19 Share price before final tender results news

Price change 2.94% 1-day move prior to this announcement

52-week range $16.30–$43.39 Low and high over the past 52 weeks

Market cap $810,442,117 Equity value before the news release

Historical Context

5 past events · Latest: Apr 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 21	Tender results prelim	Positive	-4.3%	Preliminary Dutch auction results for about 2.85M shares at $40.00.
Apr 07	CSR literacy initiative	Positive	+0.4%	Launch of 100 Little Free Libraries featuring Dav Pilkey’s characters.
Mar 23	Tender offer launch	Positive	+3.2%	Commencement of modified Dutch auction to repurchase up to $200M stock.
Mar 19	Buyback intent	Positive	+8.8%	Board authorizes up to $200M repurchase via modified Dutch auction.
Mar 19	Q3 earnings, capital plan	Positive	+8.8%	Stronger Q3 EPS, major sale‑leaseback proceeds, and $300M repurchase plan.

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

Pattern Detected

Recent news has centered on capital returns and Q3 results. Tender-offer and earnings announcements in March mostly aligned with positive price reactions, while the April 21 preliminary tender results saw a negative move despite similar themes.

Recent Company History

Over the last month, Scholastic has focused on capital allocation and a sizable modified Dutch auction. On Mar 19, it reported stronger fiscal Q3 results and announced a $300M repurchase plan including a $200M Dutch auction, both followed by notable gains. Subsequent filings and press releases on the auction’s launch (Mar 23) and preliminary results (Apr 21) detailed price ranges of $36–$40 per share and an intended repurchase of up to roughly a quarter of outstanding shares, setting the stage for today’s final results.

Key Terms

modified Dutch Auction, tender offer, dealer manager, information agent

4 terms

modified Dutch Auction financial

"announced the final results of its "modified Dutch Auction" tender offer for shares"

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

"modified Dutch Auction" tender offer for shares of its common stock"

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

dealer manager financial

"J.P. Morgan Securities LLC served 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 served as the information agent"

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.

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

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NEW YORK, April 23, 2026 /PRNewswire/ -- Scholastic Corporation (the "Company" or "Scholastic") (Nasdaq: SCHL), the global children's publishing, education and media company, today announced the final results of its "modified Dutch Auction" tender offer for shares of its common stock, which expired at 5:00 p.m., New York City time, on April 20, 2026.

Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 2,834,018 shares of Scholastic's common stock, par value $0.01 per share (each share of Scholastic's common stock, a "Share," and collectively, "Shares"), were properly tendered and not properly withdrawn at or below the purchase price of $40.00 per Share, including 989,343 Shares that were tendered by notice of guaranteed delivery.

Scholastic has accepted for purchase a total of 2,834,018 Shares through the tender offer at a price of $40.00 per Share, for an aggregate cost of $113,360,720.00, excluding fees and expenses relating to the tender offer.  The total of 2,834,018 Shares that Scholastic has accepted for purchase represents approximately 13.7% of the total number of Shares outstanding as of April 19,  2026.

J.P. Morgan Securities LLC served as the dealer manager for the tender offer. Georgeson LLC served as the information agent. Holders of common stock who have questions or need information about the tender offer may call Georgeson LLC at (866) 539-9980 (toll free). Banks and brokers may call Georgeson at (866) 539-9980 or J.P. Morgan Securities LLC at (877) 371-5947 (toll free).

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. 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

How many shares did Scholastic (SCHL) repurchase in the April 2026 tender offer?

Scholastic repurchased 2,834,018 shares at $40.00 per share. According to Scholastic, the purchases total an aggregate cost of $113,360,720 and represent about 13.7% of shares outstanding as of April 19, 2026.

What price did Scholastic (SCHL) pay per share in the modified Dutch auction?

Scholastic paid $40.00 per share in the completed tender offer. According to Scholastic, the price applied to all accepted shares, including 989,343 shares tendered by guaranteed delivery.

What percentage of Scholastic (SCHL) outstanding stock was repurchased in April 2026?

The company repurchased approximately 13.7% of outstanding shares. According to Scholastic, this percentage is based on shares outstanding as of April 19, 2026 and the 2,834,018 shares accepted.

What is the total cost to Scholastic (SCHL) for the April 2026 tender offer?

The total purchase cost was $113,360,720 (excluding fees and expenses). According to Scholastic, that amount reflects 2,834,018 shares bought at $40.00 per share under the tender offer.

Who managed the tender offer for Scholastic (SCHL) and where can investors get more information?

J.P. Morgan Securities LLC served as dealer manager and Georgeson LLC as information agent. According to Scholastic, investors may call Georgeson at (866) 539-9980 for tender-offer questions.