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.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed; governance influence likely high.
Platinum Equity and related entities report beneficial ownership of 165,160,216 McGraw Hill common shares, equal to 86.5%. The filing lists shared voting and dispositive power over the full amount and zero sole power, indicating coordinated control among the reporting persons. PE Mav Holdings, LLC is the record holder.
The percentage is based on 191,001,519 shares outstanding as of August 11, 2025. The event date is September 30, 2025. As a Schedule 13G, this is a beneficial ownership disclosure; cash-flow treatment is not part of this filing. Actual influence depends on governance terms and future actions by the holders.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
McGraw Hill, Inc.
(Name of Issuer)
Common stock, par value $0.01
(Title of Class of Securities)
580907103
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
580907103
1
Names of Reporting Persons
PLATINUM EQUITY, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
165,160,216.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
165,160,216.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
86.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP No.
580907103
1
Names of Reporting Persons
Platinum Equity Investment Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
165,160,216.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
165,160,216.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
86.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP No.
580907103
1
Names of Reporting Persons
Platinum Equity Investment Holdings IC (Cayman), LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
165,160,216.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
165,160,216.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
86.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP No.
580907103
1
Names of Reporting Persons
Platinum Equity InvestCo, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
165,160,216.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
165,160,216.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
86.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
580907103
1
Names of Reporting Persons
Platinum Equity Investment Holdings V, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
165,160,216.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
165,160,216.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
86.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP No.
580907103
1
Names of Reporting Persons
PE Mav Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
165,160,216.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
165,160,216.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
86.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP No.
580907103
1
Names of Reporting Persons
Tom Gores
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
165,160,216.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
165,160,216.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
86.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
McGraw Hill, Inc.
(b)
Address of issuer's principal executive offices:
8787 Orion Place, Columbus, OH, 43240
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Platinum Equity, LLC
Platinum Equity Investment Holdings, LLC
Platinum Equity Investment Holdings IC (Cayman), LLC
Platinum Equity InvestCo, L.P.
Platinum Equity Investment Holdings V, LLC
PE Mav Holdings, LLC
Tom Gores
(b)
Address or principal business office or, if none, residence:
The principal business office address for each of the Reporting Persons is c/o Platinum Equity Advisors, LLC, 360 North Crescent Drive, South Building, Beverly Hills, CA 90210.
(c)
Citizenship:
Mr. Gores is a citizen of the United States. Platinum Equity InvestCo, L.P. is organized under the laws of the Cayman Islands. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Common stock, par value $0.01
(e)
CUSIP No.:
580907103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Common Stock as of the date of this filing, based upon 191,001,519 shares of Common Stock outstanding as of August 11, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.
PE Mav Holdings, LLC is the record holder of the shares of Common Stock reported herein. Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC, which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings V, LLC, which is the manager of PE Mav Holdings, LLC. By virtue of these relationships, each of these entities and Mr. Gores may be deemed to share beneficial ownership of the securities reported herein.
(b)
Percent of class:
86.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
165,160,216
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
165,160,216
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
PLATINUM EQUITY, LLC
Signature:
/s/ Mary Ann Sigler
Name/Title:
Mary Ann Sigler, Executive Vice President, Chief Financial Officer and Treasurer
Date:
11/13/2025
Platinum Equity Investment Holdings, LLC
Signature:
/s/ Mary Ann Sigler
Name/Title:
Mary Ann Sigler, Vice President, Secretary and Treasurer
Date:
11/13/2025
Platinum Equity Investment Holdings IC (Cayman), LLC
Signature:
/s/ Mary Ann Sigler
Name/Title:
Mary Ann Sigler, President
Date:
11/13/2025
Platinum Equity InvestCo, L.P.
Signature:
By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner, By: /s/ Mary Ann Sigler
Name/Title:
Mary Ann Sigler, President
Date:
11/13/2025
Platinum Equity Investment Holdings V, LLC
Signature:
/s/ Barbara Velasco
Name/Title:
Barbara Velasco, Assistant Secretary
Date:
11/13/2025
PE Mav Holdings, LLC
Signature:
/s/ Barbara Velasco
Name/Title:
Barbara Velasco, Assistant Secretary
Date:
11/13/2025
Tom Gores
Signature:
/s/ Mary Ann Sigler
Name/Title:
Mary Ann Sigler, Attorney-in-Fact
Date:
11/13/2025
Exhibit Information
Exhibit 24: Power of Attorney.
Exhibit 99: Joint Filing Agreement.
