McGraw Hill (NYSE: MH) pays down $50M on existing term loan facility

Rhea-AI Filing Summary

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.

Insights

Capital structure and credit analyst

McGraw Hill uses cash to reduce leverage by paying down $50M of term debt.

McGraw Hill, Inc., through its subsidiary McGraw-Hill Education, Inc., has repaid $50 million of its term loan under a long-standing credit agreement that has been amended multiple times since 2021. This directly reduces the company’s secured debt outstanding under that facility.

Lower term loan balances typically mean reduced future interest expense and a modest strengthening of the balance sheet, although the exact impact depends on the loan’s prior size and interest rate, which are not detailed here. The repayment also signals that the business had sufficient liquidity to allocate this amount to debt reduction rather than other uses.

The company communicated the transaction via a press release furnished as an exhibit under Item 7.01, indicating it as a notable but informational update. Subsequent periodic reports may provide more context on total debt levels and interest costs after this $50 million paydown.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2025

McGraw Hill, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-42764

(Commission File Number)

87-1259704

(I.R.S. Employer Identification No.)

8787 Orion Place Columbus, OH 43240

(Address of principal executive offices and zip code)

614-430-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001		MH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On December 10, 2025, McGraw-Hill Education, Inc., a Delaware corporation (the “Borrower”), an indirect wholly owned subsidiary of McGraw Hill, Inc., a Delaware corporation (the “Company”), announced that it had paid down $50 million of its term loan (the “Term Loan”) under that certain credit agreement, dated as of July 30, 2021, as amended by Amendment No.1, dated as of November 1, 2021, Amendment No. 2, dated as of June 26, 2023, Amendment No. 3, dated as of June 27, 2023, Amendment No. 4, dated as of June 27, 2024, Amendment No. 5, dated as of August 6, 2024, Amendment No. 6, dated as of February 6, 2025, Amendment No. 7, dated as of September 8, 2025, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from to time, by and among MAV Intermediate Holding II Corporation, a Delaware corporation, MAV Acquisition Corporation, a Delaware corporation, and following the Closing Date Merger (as defined therein), the Borrower, the Lenders party thereto from time to time and Bank of America, N.A., as the administrative agent, the collateral agent and swingline lender.

A copy of the press release announcing the Borrower’s paydown of the Term Loan on December 10, 2025 is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01 and Exhibit 99.1 hereto are furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, they shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless such subsequent filing specifically references this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

99.1		Press Release, dated as of December 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 10, 2025

MCGRAW HILL, INC.
By:		/s/ David Stafford
Name:		David Stafford
Title:		Executive Vice President, General Counsel and Secretary

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FAQ

What debt action did McGraw Hill (MH) announce in this report?

McGraw Hill announced that its indirect wholly owned subsidiary, McGraw-Hill Education, Inc., paid down $50 million of its term loan under an existing credit agreement.

Which McGraw Hill entity repaid the $50 million term loan balance?

The repayment was made by McGraw-Hill Education, Inc., a Delaware corporation and an indirect wholly owned subsidiary of McGraw Hill, Inc..

What credit agreement governs McGraw Hill’s term loan that was partially repaid?

The term loan is under a credit agreement dated July 30, 2021, which has been amended multiple times, including amendments dated November 1, 2021, June 26, 2023, June 27, 2023, June 27, 2024, August 6, 2024, February 6, 2025, and September 8, 2025.

How did McGraw Hill (MH) disclose the $50 million term loan paydown?

The company disclosed the paydown through a press release furnished as Exhibit 99.1, referenced in this current report.

Does this McGraw Hill (MH) disclosure affect liability under Section 18 of the Exchange Act?

The information in Item 7.01 and Exhibit 99.1 is furnished, not filed, so it is stated that it is not subject to the liabilities of Section 18 of the Exchange Act and is not incorporated into other filings unless specifically referenced.

What exhibits are included with this McGraw Hill (MH) current report?

The report includes Exhibit 99.1, a press release dated December 10, 2025, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.