Scholastic Corporation Announces Preliminary Results of Modified Dutch Auction Tender Offer

Rhea-AI Summary

Scholastic (Nasdaq: SCHL) announced preliminary results of a modified Dutch auction tender offer that expired April 20, 2026. The company expects to purchase 2,852,735 shares at $40.00 per share for a total cost of approximately $114,109,400, excluding fees.

The results are preliminary and subject to confirmation by the depositary, pending guaranteed-delivery deliveries and the two-trading-day settlement period. Scholastic expects to fund the purchase with cash, including drawings on its existing credit facility, and to have approximately 17,896,740 shares outstanding after payment, a reduction of about 13.7%.

Positive

• 2,852,735 shares expected to be repurchased at $40.00
• Total expected repurchase cost approximately $114.1 million
• Outstanding shares expected to decline by 13.7%

Negative

• Repurchase funded with cash including drawings on credit facility
• Results are preliminary and subject to depositary confirmation

News Market Reaction – SCHL

-4.25%

30 alerts

-4.25% Session close to close

+4.8% Peak in 1 hr 8 min

$942.31M Market Cap

0.9x Rel. Volume

In the Apr 21 session, SCHL declined 4.25%, reflecting a moderate negative market reaction. Argus tracked a peak move of +4.8% during that session. Our momentum scanner triggered 30 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details preliminary results of Scholastic’s modified Dutch auction, with plans to ...

Analysis

This announcement details preliminary results of Scholastic’s modified Dutch auction, with plans to buy 2,852,735 shares at $40.00 for roughly $114,109,400, cutting shares outstanding by about 13.7%. It extends a recent series of capital return actions, including a $200M tender authorization and dividends. Investors may watch for final confirmed tender totals, subsequent balance sheet updates, and how reduced share count interacts with future earnings and cash‑flow metrics.

Key Figures

Shares to be purchased: 2,852,735 shares Tender price: $40.00 per share Tender offer cost: $114,109,400 +5 more

8 metrics

Shares to be purchased 2,852,735 shares Preliminary modified Dutch auction tender results

Tender price $40.00 per share Purchase price in modified Dutch auction

Tender offer cost $114,109,400 Approximate total cost excluding fees and expenses

Guaranteed delivery tenders 1,008,060 shares Shares tendered by notice of guaranteed delivery

Post-tender shares outstanding 17,896,740 shares Expected common shares outstanding after tender

Share reduction 13.7% Expected reduction in outstanding shares from tender

Tender capacity $200 million Maximum value of stock to be purchased under Dutch auction

Tender price range $36.00–$40.00 per share Price range specified in tender offer documents

Historical Context

5 past events · Latest: Apr 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 07	Literacy initiative	Positive	+0.4%	Launch of 100 Little Free Libraries to expand kids’ book access.
Mar 23	Tender offer launch	Positive	+3.2%	Commencement of modified Dutch auction to buy up to $200M stock.
Mar 19	Buyback intent	Positive	+8.8%	Board-authorized plan to repurchase up to $200M via Dutch auction.
Mar 19	Q3 earnings & buyback	Positive	+8.8%	Q3 results plus $300M repurchase plan and leverage targets.
Mar 18	Dividend declaration	Positive	+2.5%	Announcement of a $0.20 per share quarterly cash dividend.

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

Pattern Detected

Recent news tied to capital returns, buybacks, and shareholder-friendly actions has consistently coincided with positive next-day price reactions.

Recent Company History

Over the past month, Scholastic has focused heavily on capital returns and strategic balance sheet moves. On March 19, 2026, it reported Q3 revenue of $329.1M, a major real estate sale‑leaseback gain, and a new $300M repurchase program including a $200M modified Dutch auction at $36–$40 per share. Subsequent announcements on the tender offer and dividends all saw positive 24‑hour price reactions, framing today’s preliminary tender results as a continuation of this capital allocation strategy.

Key Terms

modified dutch auction, tender offer, credit facility, dealer manager

4 terms

modified dutch auction financial

"announced today the preliminary results of its "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

"preliminary results of its "modified Dutch auction" tender offer, which expired at 5:00 p.m."

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

credit facility financial

"using cash which will include drawings on its existing credit facility."

A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.

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.

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

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Company expects to purchase 2,852,735 shares of common stock at $40.00 per share

NEW YORK, April 21, 2026 /PRNewswire/ -- Scholastic Corporation (the "Company" or "Scholastic") (Nasdaq: SCHL), the global children's publishing, education and media company, announced today the preliminary results of its "modified Dutch auction" tender offer, which expired at 5:00 p.m., New York City time, on April 20, 2026.

Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer (the "Depositary"), a total of 2,852,735 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 1,008,060 shares that were tendered by notice of guaranteed delivery. Based on these preliminary results, Scholastic expects to purchase a total of 2,852,735 Shares, at a price of $40.00 per Share for a total cost of approximately $114,109,400 excluding fees and expenses relating to the tender offer.

The number of Shares expected to be purchased by the Company and the total purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the two-trading day settlement period. The final number of Shares to be purchased by the Company and the final total purchase price will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process. Payment for the Shares accepted for purchase under the tender offer will occur promptly thereafter. The actual number of shares to be purchased will be announced following the completion of the confirmation process. Scholastic will fund the purchase of the shares in the tender offer using cash which will include drawings on its existing credit facility.

Scholastic expects to have approximately 17,896,740 Shares outstanding as of the time immediately following payment for the accepted shares. Scholastic expects that the number of outstanding Shares will have been reduced by approximately 13.7% as a result of the purchases in the tender offer.

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) expect to buy in the April 20, 2026 tender offer?

Scholastic expected to buy 2,852,735 shares in the tender offer. According to the company, that total includes 1,008,060 shares tendered by guaranteed delivery and is subject to final confirmation by the depositary.

What price did Scholastic (SCHL) offer per share in the modified Dutch auction on April 20, 2026?

The purchase price was $40.00 per share in the tender offer. According to the company, the expected total cost at that price is approximately $114,109,400, excluding fees and expenses.

How will the Scholastic (SCHL) tender offer affect outstanding shares and shareholder count?

Scholastic expects outstanding shares to be about 17,896,740 after the tender, a reduction of approximately 13.7%. According to the company, this reflects the expected accepted tenders at $40.00 per share.

When will Scholastic (SCHL) finalize payment for shares accepted in the April 20, 2026 tender offer?

Payment will occur promptly after the guaranteed-delivery period and confirmation by the depositary. According to the company, final purchase counts and total price will be announced following that confirmation process.

How is Scholastic (SCHL) funding the approximately $114.1 million repurchase from the April 20, 2026 tender offer?

Scholastic will fund the repurchase with cash, which will include drawings on its existing credit facility. According to the company, cash and credit facility drawings are expected sources for payment.