McGraw Hill SEC Filings

McGraw Hill, Inc. announced a planned leadership transition, with current President and CEO Simon Allen retiring from the CEO role effective February 9, 2026 and continuing as Chair of the Board. The Board has appointed Philip Moyer, most recently CEO of Vimeo, Inc., to become President and CEO and to join the Board on the same date. The Board will expand from nine to 11 directors, adding Moyer and Platinum Equity managing director Eric Worley as Class II and Class I directors, respectively.

Allen will receive an annual bonus for the fiscal year ending March 31, 2026 based on actual performance, a quarterly cash transition supplement of $42,500 through the earlier of his Chair departure or December 31, 2028, continued tax services through the UK tax year ending April 5, 2027, and standard non-employee director compensation including a $100,000 annual cash retainer and annual RSUs valued at $185,000. Moyer’s employment agreement provides a base salary of at least $1,200,000, a target annual bonus of $1,800,000, a $2,500,000 cash sign-on bonus, an $8,000,000 RSU package with time- and performance-based vesting tied to stock price targets between $28.00 and $40.00, a monthly housing stipend of $8,000, and eligibility for severance and equity acceleration in certain termination and change-in-control scenarios.

McGraw Hill, Inc. reported that its indirect wholly owned subsidiary, McGraw-Hill Education, Inc., has paid down $50 million on its existing term loan under a credit agreement originally dated July 30, 2021 and subsequently amended several times. This payment reduces the outstanding balance of the term loan and represents a use of the company’s cash to lower debt. The company disclosed the action through a press release furnished as an exhibit to this report.

McGraw Hill, Inc. (MH) reported an insider share purchase by a director on a Form 4. On 11/14/2025, the reporting person, through The Gail T Reinemund Irrevocable Trust FBO, purchased 15,710 shares of McGraw Hill common stock at a weighted average price of $15.03 per share. The filing notes that the shares were bought in multiple trades at prices ranging from $14.800 to $15.485 per share. After this transaction, the director beneficially owns 15,710 shares indirectly via the trust and 10,882 shares directly, reflecting both indirect and direct ownership positions in the company.

Platinum Equity and affiliates filed a Schedule 13G reporting a controlling stake in McGraw Hill, Inc. (MH). The group beneficially owns 165,160,216 shares of common stock, representing 86.5% of the class. The percentage is calculated using 191,001,519 shares outstanding as of August 11, 2025, as disclosed by the company.

PE Mav Holdings, LLC is the record holder of the reported shares. The reporting persons have shared voting power over 165,160,216 shares and shared dispositive power over 165,160,216 shares, with no sole voting or dispositive power. The date of event triggering the filing is September 30, 2025. Reporting persons include Platinum Equity entities and Tom Gores.

McGraw Hill, Inc. filed its quarterly report for the period ended September 30, 2025. Revenue for the quarter was $669,187 thousand versus $688,590 thousand a year ago, with operating income of $156,525 thousand. Net income was $105,284 thousand, or $0.57 per diluted share, compared with $133,403 thousand, or $0.80, last year. Interest expense fell to $55,940 thousand from $80,146 thousand, and the company recorded a $16,361 thousand loss on extinguishment of debt.

For the six months, revenue was $1,204,897 thousand and net income was $105,786 thousand ($0.60 per diluted share). Cash provided by operating activities was $168,331 thousand. The balance sheet showed cash and cash equivalents of $463,187 thousand, total assets of $6,045,389 thousand, long‑term debt of $2,796,958 thousand (plus $13,170 thousand current), and stockholders’ equity of $794,592 thousand. Deferred revenue totaled $1,913,561 thousand (current $966,940 thousand; non‑current $946,621 thousand).

Capital markets activity: On July 25, 2025, the company completed an IPO of 24,390,000 shares at $17.00 per share, receiving $385,698 thousand in net proceeds and used the proceeds to repay $385,698 thousand under its A&E Term Loan Facility. As of November 10, 2025, common shares outstanding were 191,001,519.

McGraw Hill, Inc. furnished an update on its recent performance, announcing results for the fiscal quarter ended September 30, 2025. The company shared the details via a press release attached as Exhibit 99.1 to this report under Item 2.02.

The information is being furnished, not filed, under the Exchange Act, which limits its legal exposure under Section 18 and prevents automatic incorporation into other filings unless expressly stated.

McGraw Hill, Inc. reported that its indirect wholly owned subsidiary, McGraw-Hill Education, Inc., paid down $150 million of its Term Loan on October 16, 2025. The repayment was made under the existing credit agreement originally dated July 30, 2021, with Bank of America, N.A. serving as administrative and collateral agent. A press release announcing the paydown was furnished as Exhibit 99.1 under Item 7.01.

McGraw Hill, Inc. disclosed a material amendment to its existing credit agreement: Seventh Amendment executed as of September 8, 2025 between the borrower, McGraw-Hill Education, Inc. (an indirect wholly owned subsidiary), the borrowers parent MAV Intermediate Holding II Corporation, certain guarantor subsidiaries, the lenders and swingline lenders, and Bank of America, N.A. acting as administrative and collateral agent. The filing references the original Credit Agreement dated July 30, 2021 and notes a press release dated September 9, 2025. Signature authority on the filing is shown as David Stafford, Executive Vice President, General Counsel, and Secretary. The document notifies investors of a contractual amendment but does not disclose the amendments financial terms or covenants in the provided text.