Scholastic Corporation Announces Intent to Repurchase Up to $200 Million of its Common Stock Through Modified Dutch Auction Tender Offer
Rhea-AI Summary
Scholastic (NASDAQ: SCHL) announced a Board‑authorized repurchase program to buy up to $200 million of common stock via a modified Dutch auction.
The Offer targets a purchase price between $36.00 and $40.00 per share, is expected to commence on March 23, 2026 and expire at 5:00 p.m. ET on April 20, 2026, and may be funded from cash on hand and borrowings under the company’s revolving credit facility.
Positive
- $200 million repurchase authorization
- Defined $36.00–$40.00 bid price range
- Funding option includes cash on hand
Negative
- Offer may use borrowings under revolving credit facility
- No assurance the Offer will commence on stated terms or at all
News Market Reaction – SCHL
In the Mar 20 session, SCHL gained 8.79%, reflecting a notable positive market reaction. Argus tracked a peak move of +8.0% during that session. Our momentum scanner triggered 19 alerts that day, indicating notable trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Mar 05 | Earnings call date | Neutral | +1.7% | Set timing for Q3 FY26 results release and conference call. |
| Jan 22 | Franchise expansion news | Positive | +2.1% | Announced new 2026 publishing tied to The Baby-sitters Club anniversary. |
| Jan 05 | Leadership appointment | Positive | +1.5% | Named Jeffrey Mathews President of Scholastic Education to drive growth. |
| Dec 19 | Real estate transaction | Positive | -6.2% | Completed $386M HQ sale-leaseback expected to generate significant net proceeds. |
| Dec 18 | Quarterly earnings | Positive | -6.2% | Reported Q2 FY26 growth in revenue, EPS and EBITDA plus higher buyback auth. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent company-specific news has often been followed by modest positive moves, with notable divergences on real estate and earnings updates.
Over the past few months, Scholastic has combined operational updates with balance sheet actions. On Dec 18, 2025, it reported fiscal Q2 2026 results with higher revenues, operating income, EPS and Adjusted EBITDA, and raised its share repurchase authorization to $150M, yet the stock fell 6.15%. Around the same time, a $386M New York headquarters sale-leaseback and broader real estate proceeds were highlighted, again followed by a -6.15% move. In contrast, product and leadership news in early 2026 saw mild positive reactions. Today’s planned $200M tender offer continues that capital return theme built on prior real estate monetization.
Key Terms
modified "Dutch Auction" tender offer financial
tender offer financial
Schedule TO regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
The Offer is expected to commence on Monday, March 23, 2026, with expiration of the Offer scheduled for 5:00 p.m.,
Peter
The Offer will be subject to various terms and conditions as will be described in offer materials that will be publicly filed and distributed to shareholders upon commencement. The Dealer-Manager for the Offer will be J.P. Morgan Securities LLC. Georgeson LLC and Computershare Trust Company, N.A. will serve as the Information Agent and Depositary for the Offer, respectively.
Neither Scholastic's management, nor any of the members of its board of directors, executive officers, the dealer manager, the information agent or the depositary will be making any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the Offer. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will tender their shares. Shareholders should consult their financial and tax advisors in making this decision.
The Offer described in this press release has not yet commenced and there can be no assurance that Scholastic will commence the Offer on the terms described herein or at all. This press release is for information purposes only, and is not an offer to purchase or the solicitation of an offer to sell any shares of Scholastic common stock. The solicitation of offers to purchase shares of Scholastic common stock will be made only pursuant to the tender offer documents, including an Offer to Purchase and related Letter of Transmittal, that Scholastic intends to distribute to shareholders and file with a tender offer statement on Schedule TO with the Securities and Exchange Commission (the "SEC") on Monday, March 23, 2026.
SCHOLASTIC SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY SCHOLASTIC WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE TERMS OF THE OFFER.
Once the Offer is commenced copies of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that Scholastic will be filing with the SEC will be distributed by the Company to the Company's shareholders at no expense to them and will also be available to shareholders free of charge at the Commission's website at www.sec.gov, the investors information section of Scholastic's website at investor.scholastic.com or from the information agent Scholastic will appoint for the Offer.
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.
View original content to download multimedia:https://www.prnewswire.com/news-releases/scholastic-corporation-announces-intent-to-repurchase-up-to-200-million-of-its-common-stock-through-modified-dutch-auction-tender-offer-302719151.html
SOURCE Scholastic Corporation