McGraw Hill unit closes $400M notes and $930M loan

The cash-flow facility has $150 million in available commitments, and both revolving facilities mature October 9, 2031.

Rhea-AI Filing Summary

McGraw Hill, Inc. reported completion of refinancing transactions by its wholly owned subsidiary, McGraw-Hill Education, Inc. The subsidiary completed a private offering of $400 million in 8.000% senior secured notes due 2033 and closed a $930 million senior secured term loan. Proceeds from the notes, together with term-loan borrowings, funded full redemption of its 5.750% secured notes due 2028 and refinancing of its existing term loan.

The amended cash flow facility provides $150 million of revolving commitments, replacing a $111 million facility, and matures October 9, 2031; its $930 million term loan matures October 7, 2033 and is repayable in quarterly $2.325 million installments. The term loan and cash-flow revolver carry floating rates, at the subsidiary’s option, of SOFR plus 2.75% or a base rate plus 1.75%. The ABL revolving facility’s maturity was extended to October 9, 2031. McGraw Hill prepaid $50 million of principal on September 30, 2026. The notes pay interest semiannually on January 15 and July 15, beginning July 15, 2027; the indenture also includes restrictions on debt, dividends, liens and asset sales.

8-K Event Classification

5 items: 1.01, 2.03, 7.01, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior secured notes principal: $400 million Notes interest rate: 8.000% per annum Notes maturity: 2033 +5 more

8 metrics

Senior secured notes principal $400 million Private offering; notes due 2033

Notes interest rate 8.000% per annum Payable semiannually

Notes maturity 2033 8.000% senior secured notes

Senior secured term loan $930 million Matures October 7, 2033

Cash-flow revolving credit commitments $150 million Amended and restated facility

Existing cash-flow revolving facility $111 million Facility refinanced by the amended agreement

Term-loan principal prepayment $50 million September 30, 2026

Quarterly term-loan installment $2.325 million Repayable in quarterly installments

Key Terms

make-whole premium, SOFR, restricted payments, first-priority lien

4 terms

make-whole premium financial

"applicable “make-whole” premium described in the Indenture"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

SOFR financial

"SOFR plus 2.75%"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

restricted payments financial

"pay dividends or make other restricted payments"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

first-priority lien financial

"secured by a first-priority lien and security interest"

A first-priority lien is a legal claim that gives one lender or creditor the top spot to seize and sell specified assets if a borrower fails to pay. For investors, it matters because being first in line usually means a higher chance of recovering money after a default, lowering risk compared with holders who are behind in the queue — like a person cutting to the front of a checkout line for payment from the same pile of goods.

FAQ

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

How much financing did MH complete in its refinancing?

McGraw-Hill Education, Inc. completed a private offering of $400 million in 8.000% senior secured notes due 2033 and closed a $930 million senior secured term loan. The notes’ proceeds, together with term-loan borrowings, were used to redeem its 5.750% secured notes due 2028 and refinance its existing term loan.

Can MH’s new senior secured notes be redeemed early?

Before October 15, 2029, the issuer may redeem some or all of the notes for 100% of principal plus the applicable make-whole premium and accrued interest. It may also redeem up to 40% of aggregate principal using proceeds from certain equity offerings, or up to 10% of aggregate principal during each calendar year at 103% of principal, plus accrued interest.

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

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false 0001951070 0001951070 2026-10-09 2026-10-09

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

October 9, 2026

Date of Report (date of earliest event reported)

McGraw Hill, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42764		87-1259704
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

8787 Orion Place

Columbus, OH 43240

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code): (614) 430-4000

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		Name of each exchange on which registered
Common stock, par value $0.01		MH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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 1.01 Entry into a Material Definitive Agreement.

The Notes Offering

On October 9, 2026 (the “Settlement Date”), McGraw-Hill Education, Inc. (the “Issuer”), a wholly-owned subsidiary of McGraw Hill, Inc. (the “Company”), completed its previously announced private offering of $400 million in aggregate principal amount of 8.000% senior secured notes due 2033 (the “Notes”) in a private offering (the “Offering” and, together with the amendments to the A&E Cash Flow Credit Agreement and the A&E ABL Revolving Credit Facility Agreement (each as defined below), the “Refinancing Transactions”). The Notes are guaranteed by Mav Intermediate Holding II Corporation, the Issuer’s parent and a wholly-owned subsidiary of the Company (the “Parent Guarantor”), and certain of the Issuer’s direct and indirect subsidiaries.

The Notes are governed by an Indenture (the “Indenture”), dated as of October 9, 2026, by and among the Issuer, The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, the Parent Guarantor and the other guarantors party thereto.

The proceeds of the Offering, together with borrowings under the A&E Term Loan Facility (as defined below), were used by the Issuer to (i) redeem in full the Issuer’s outstanding 5.750% Secured Notes due 2028 (the “2022 Senior Secured Notes”) on the Settlement Date, and (ii) refinance the Existing Term Loan Facility (as defined below).

The Notes bear interest at a rate of 8.000% per annum, payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2027.

At any time and from time to time prior to October 15, 2029, some or all of the Notes are redeemable for cash at a redemption price equal to 100% of their principal amount, plus the applicable “make-whole” premium described in the Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time prior to October 15, 2029, the Issuer may also redeem up to 40% of the aggregate principal amount of the Notes in an amount equal to the amount of the proceeds of certain equity offerings at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to October 15, 2029, the Issuer may redeem up to 10% of the aggregate principal amount of the Notes during each calendar year at a purchase price equal to 103% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on October 15, 2029, some or all of the Notes are redeemable at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

The Indenture contains covenants that, among other things, limit the ability of the Issuer and the Issuer’s restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, prepay, redeem or repurchase certain subordinated debt, issue certain preferred stock or similar equity securities, make loans and investments, sell or otherwise dispose of assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends and consolidate, merge or sell all or substantially all assets.

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The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in respect of the Notes, failure to pay certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy or insolvency.

The foregoing summary and description of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

Amended and Restated Cash Flow Credit Agreement

On October 9, 2026, concurrently with the completion of the Offering, the Issuer entered into the Amendment and Restatement Agreement No. 1 (the “Amendment and Restatement Agreement”), by and among the Issuer, the Parent Guarantor, the other guarantors party thereto (together with the Issuer and the Parent Guarantor, the “Credit Parties”), Bank of America, N.A., as administrative agent and collateral agent, the lenders party thereto and the issuing banks party thereto, which amends and restates its existing senior secured cash flow credit agreement, dated as of July 30, 2021 (as previously amended by Amendment No. 1 to the Credit Agreement, dated as of November 1, 2021, Amendment No. 2 to the Credit Agreement, dated as of June 26, 2023, Amendment No. 3 to the Credit Agreement, dated as of June 27, 2023, Amendment No. 4 to the Credit Agreement, dated as of June 27, 2024, Amendment No. 5 to the Credit Agreement, dated as of August 6, 2024, Amendment No. 6 to the Credit Agreement, dated as of February 6, 2025, Amendment No. 7 to the Credit Agreement, dated as of September 8, 2025, and as so amended and restated pursuant to the Amendment and Restatement Agreement, the “A&E Cash Flow Credit Agreement”).

The A&E Cash Flow Credit Agreement provides for (i) a senior secured revolving credit facility with an aggregate principal amount of $150 million of available commitments (the “A&E Cash Flow Revolving Credit Facility”), which refinanced the Issuer’s existing $111 million senior secured cash flow revolving credit facility and which matures on October 9, 2031, and (ii) a $930 million senior secured term loan facility, which matures on October 7, 2033 (the “A&E Term Loan Facility”), which refinanced the Issuer’s existing term loan facility (the “Existing Term Loan Facility”). The A&E Term Loan Facility is repayable in quarterly installments of $2.325 million.

The term loans issued pursuant to the A&E Term Loan Facility and the revolving credit facility loans issued pursuant to the A&E Cash Flow Revolving Credit Facility, in each case, will bear interest at a floating rate per annum equal to, at the Issuer’s option, either (i) SOFR plus 2.75% or (ii) a base rate determined in accordance with the A&E Cash Flow Credit Agreement plus 1.75%. The indebtedness and obligations under the A&E Cash Flow Credit Agreement shall continue to be secured by a first-priority lien and security interest in each of the Issuer’s subsidiaries’ capital stock (subject to certain exceptions) and substantially all of the assets and property of the Issuer and the other Credit Parties (other than the ABL Priority Collateral (as defined below)) (collectively, the “Cash Flow Priority Collateral”), subject to permitted liens and other exceptions, and a second priority security interest in the ABL Priority Collateral.

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The foregoing description of the A&E Cash Flow Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the A&E Cash Flow Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to ABL Revolving Credit Facility Agreement

On October 9, 2026, concurrently with the completion of the Offering, the Issuer entered into Amendment No. 4 to the Revolving Credit Agreement (“Amendment No. 4 to the ABL Credit Agreement”) to amend its existing senior secured ABL revolving credit agreement, dated as of July 30, 2021 (as previously amended by Amendment No. 1 to the Revolving Credit Agreement, dated as of April 26, 2023, Amendment No. 2 to the Revolving Credit Agreement, dated as of June 17, 2024, Amendment No. 3 to the Revolving Credit Agreement, dated as of August 6, 2024, and as so amended by Amendment No. 4 to the ABL Credit Agreement, the “A&E ABL Revolving Credit Facility Agreement”), by and among the Issuer, the Parent Guarantor, the other borrowers and guarantors party thereto, Bank of America, N.A., as administrative agent, collateral agent and swingline lender, the lenders party thereto and the issuing banks party thereto.

The amendment to the A&E ABL Revolving Credit Facility Agreement, among other things, extends the maturity date of the revolving credit facility thereunder to October 9, 2031. The indebtedness and obligations under the A&E ABL Revolving Credit Facility will continue to be secured by a first-priority lien and security interest in the Issuer’s and the other Credit Parties’ inventory, accounts receivable, cash, deposit accounts and certain assets and property related thereto (the “ABL Priority Collateral”), in each case subject to certain exceptions, and a second priority interest in the Cash Flow Priority Collateral.

The foregoing description of the A&E ABL Revolving Credit Facility Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the A&E ABL Revolving Credit Facility Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On October 9, 2026, the Company issued a press release announcing the completion of the Refinancing Transactions. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated into any registration statement or other filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

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Item 8.01 Other Events

On September 30, 2026, the Company prepaid $50 million of principal under its then-outstanding term loan facility.

On October 9, 2026, the Issuer redeemed in full the 2022 Senior Secured Notes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 4.1		Indenture, dated as of October 9, 2026, by and among McGraw - Hill Education, Inc., as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, and the guarantors party thereto.
Exhibit 4.2		Form of 8.000% Senior Secured Note due 2033 (included in Exhibit 4.1).
Exhibit 10.1*		Amendment and Restatement Agreement No. 1, dated as of October 9, 2026, by and among McGraw - Hill Education, Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, the lenders party thereto and the issuing banks party thereto.
Exhibit 10.2*		Amendment No. 4 to the Revolving Credit Agreement, dated as of October 9, 2026, by and among McGraw - Hill Education, Inc., as borrower, the other borrowers and guarantors party thereto, Bank of America, N.A., as administrative agent, collateral agent and swingline lender, the lenders party thereto and the issuing banks party thereto.
Exhibit 99.1		Press Release, dated as of October 9, 2026, issued by McGraw Hill, Inc.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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SIGNATURE

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

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

Date: October 9, 2026

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Exhibit 99.1

McGraw Hill, Inc. Announces Successful Completion of Refinancing Transactions

Strengthens Balance Sheet with $50 Million Prepayment

COLUMBUS, Ohio, October 9, 2026 – McGraw Hill, Inc. (the “Company”) announced today that it has completed a series of refinancing transactions that extend the maturities of certain of its outstanding indebtedness and enhance the Company’s financial flexibility.

As part of the refinancing transactions, McGraw-Hill Education, Inc., the Company’s wholly-owned subsidiary (the “Issuer”), completed its previously announced private offering (the “Offering”) of $400 million in aggregate principal amount of 8.000% senior secured notes due 2033 (the “Notes”).

The Company also announced the closing of $930 million of senior secured term loans (the “A&E Term Loan Facility”), to be incurred under the Issuer’s amended and restated senior secured cash flow credit agreement.

The Issuer used the net proceeds from the Offering, together with borrowings under the A&E Term Loan Facility, to (i) redeem in full the Issuer’s outstanding 5.750% Secured Notes due 2028 and (ii) refinance its existing term loan facility.

In connection with the Offering and the A&E Term Loan Facility, the Issuer has also (i) refinanced its senior secured cash flow revolving credit facility to, among other things, extend its maturity to October 2031, increase available commitments thereunder to $150 million and reduce the interest rate applicable thereto and (ii) amended its senior secured ABL revolving credit agreement to, among other things, extend its maturity to October 2031.

As previously announced on October 1, 2026, the Company also recently strengthened its balance sheet with a $50 million prepayment of principal under its then-outstanding term loan facility.

“We continue to reduce gross debt while we proactively extended our maturity wall, optimizing market conditions and recent rating agency upgrades, marking another step in our efforts to strengthen our capital structure over time,” said Bob Sallmann, Executive Vice President and Chief Financial Officer. “These transactions offer us the ability to continue to reduce our gross debt over time, as we remain firmly committed to our net debt to Adjusted EBITDA leverage ratio target of 2.0-2.5x.”

This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes, the related guarantees or any other security and shall not constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

About McGraw Hill

McGraw Hill (NYSE: MH) is a leading global provider of education solutions for K-12, higher education and professional learning, supporting the evolving needs of millions of educators and students around the world. We provide trusted, high-quality content and personalized learning experiences that use data, technology and learning science to help students progress towards their goals. Through our commitment to fostering a culture of innovation and belonging, we are dedicated to improving outcomes and access to education for all. We have over 30 offices across North America, Asia, Australia, Europe, the Middle East and South America, and make our learning solutions available in more than 80 languages. The Company’s fiscal year is the 52-week period ended March 31.

Safe Harbor Statement

This press release includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “projects,” “intends,” “plans,” “may,” “will,” “should” or “seeks,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include, but are not limited to, statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties, as they relate to events and depend on circumstances that may or may not occur in the future. The Company’s expectations, beliefs and projections are expressed in good faith, and the Company believes there is a reasonable basis for them; however, the Company cautions readers that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition and liquidity, and the developments in the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this press release, including those described under the headings “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and in other filings made with the U.S. Securities and Exchange Commission. In addition, even if our results of operations, financial condition and liquidity, and the developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements the Company makes in this press release speak only as of the date of such statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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Investor Contact:

Danielle Kloeblen

Danielle.kloeblen@mheducation.com

Zack Ajzenman

Zack.ajzenman@mheducation.com

Lizzie Kenter

Lizzie.kenter@mheducation.com

Media Contact:

Cathy McManus

Cathy.mcmanus@mheducation.com

Tyler Reed

Tyler.reed@mheducation.com

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Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 11.1 KB

Agreements & Contracts

• EX-10.1 EX-10.1 1.3 MB
• EX-10.2 EX-10.2 1.6 MB

Other Documents

• EX-4.1 EX-4.1 965.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB