Scholastic Corporation Announces Intent to Repurchase Up to $200 Million of its Common Stock Through Modified Dutch Auction Tender Offer

Scholastic (NASDAQ: SCHL) announced a Board‑authorized repurchase program to buy up to $200 million of common stock via a modified Dutch auction.

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

Argus Mar 20 session

+8.79% close to close Open Argus

Details

News Market Reaction – SCHL

In the Mar 20 session, SCHL gained 8.79%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +8.8% in the session following this news. A strong positive reaction aligns with sha...

Analysis

The stock moved +8.8% in the session following this news. A strong positive reaction aligns with shareholders recognizing the value of a board-authorized tender at $36–$40 per share when the stock previously traded at $33.39. Prior real estate monetization and an earlier $150M repurchase authorization showed a pattern of balance sheet optimization. Investors would still need to weigh how a one-time $200M capital return interacts with longer-term earnings, prior instances of divergence on good news, and overall liquidity conditions.

Key Figures

Tender offer size: $200 million Minimum tender price: $36.00 per share Maximum tender price: $40.00 per share +5 more

Tender offer size

$200 million

Maximum common stock repurchase via modified Dutch Auction

Minimum tender price

$36.00 per share

Lower bound of anticipated Dutch Auction price range

Maximum tender price

$40.00 per share

Upper bound of anticipated Dutch Auction price range

Offer commencement date

March 23, 2026

Expected start date of tender offer

Offer expiration

April 20, 2026, 5:00 p.m. ET

Scheduled tender offer expiration time

Funding sources

Cash on hand and revolver

Tender to be funded from cash and revolving credit facility

Pre-announcement price

$33.39

Share price before tender offer news

52-week high

$36.24

Pre-news 52-week high level

Historical Context

5 past events · Latest: Mar 05

5 events

1. Mar 05

   Earnings call date

   24h Move

   +1.7%

   Set timing for Q3 FY26 results release and conference call.

2. Jan 22

   Franchise expansion news

   24h Move

   +2.1%

   Announced new 2026 publishing tied to The Baby-sitters Club anniversary.

3. Jan 05

   Leadership appointment

   24h Move

   +1.5%

   Named Jeffrey Mathews President of Scholastic Education to drive growth.

4. Dec 19

   Real estate transaction

   24h Move

   -6.2%

   Completed $386M HQ sale-leaseback expected to generate significant net proceeds.

5. Dec 18

   Quarterly earnings

   24h Move

   -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.

Key Terms

modified "Dutch Auction" tender offer, tender offer, Schedule TO

3 terms

modified "Dutch Auction" tender offer financial

"authorized the repurchase of up to $200 million of the Company's common stock through a modified "Dutch Auction" tender offer"

A modified "Dutch auction" tender offer is a way for a company to buy back its own shares by asking shareholders to bid the minimum price at which they are willing to sell and how many shares they will tender, then choosing the lowest price that lets the company repurchase the desired total. Think of it like an auction where the seller sets a price range and the host accepts the lowest acceptable bids until capacity is filled; it matters to investors because it can produce a fair market price for selling shares and affects share supply, per-share value, and takeover dynamics.

tender offer financial

"The Offer will be subject to various terms and conditions as will be described in offer materials"

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

Schedule TO regulatory

"file with a tender offer statement on Schedule TO with the Securities and Exchange Commission"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

View in glossary

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

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NEW YORK, March 19, 2026 /PRNewswire/ -- Scholastic Corporation ("Scholastic") (NASDAQ: SCHL), the global children's publishing, education and media company, today announced that its Board of Directors (the "Board") has authorized the repurchase of up to $200 million of the Company's common stock through a modified "Dutch Auction" tender offer ("Offer"), at an anticipated cash purchase price per share of not less than $36.00 per share and not more than $40.00 per share, less any applicable withholding taxes and without interest.

The Offer is expected to commence on Monday, March 23, 2026, with expiration of the Offer scheduled for 5:00 p.m., New York City time on Monday, April 20, 2026, unless the Offer is extended or earlier terminated. The purchase of common stock under the Offer is expected to be funded through the Company's cash on hand and from borrowings available under the Company's revolving credit facility.

Peter Warwick, President and Chief Executive Officer, said, "Following the successful completion of our recent real estate transactions, the Board's authorization represents a disciplined next step in our capital allocation strategy to further optimize our balance sheet and efficiently return cash to shareholders."

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.

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SOURCE Scholastic Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Scholastic (SCHL) announce on March 19, 2026 about a stock repurchase?

Scholastic announced Board authorization to repurchase up to $200 million of common stock. According to the company, the repurchase will use a modified Dutch auction with a price range of $36.00 to $40.00 per share.

When will the SCHL Dutch auction tender offer start and end in 2026?

The Offer is expected to begin on March 23, 2026 and expire at 5:00 p.m. ET on April 20, 2026. According to the company, dates may change if the Offer is extended or earlier terminated.

How will Scholastic (SCHL) fund the $200 million share buyback?

The company expects to fund the repurchase from cash on hand and borrowings available under its revolving credit facility. According to the company, both sources are planned funding options for the Offer.

What price per share will Scholastic (SCHL) pay in the Dutch auction tender offer?

Scholastic set an anticipated cash purchase price between $36.00 and $40.00 per share, less withholding taxes. According to the company, shareholders will indicate the price within that stated range when tendering.

Will Scholastic management recommend whether shareholders should tender SCHL shares?

No recommendation will be made by Scholastic’s management or board on tendering shares. According to the company, shareholders must independently decide and consult their financial and tax advisors.