Scholastic (NASDAQ: SCHL) nets $401 million from HQ, distribution sale-leasebacks

Rhea-AI Filing Summary

Scholastic Corporation completed previously announced sale-leaseback transactions for its New York City headquarters at 555-557 Broadway and its primary distribution facility in Jefferson City, Missouri. According to the attached press release, these transactions generated estimated net proceeds of $401 million after taxes, fees and other transaction-related expenses, giving the company substantial additional cash while it continues to occupy the properties under long-term leases.

Under the SoHo Lease, Scholastic will lease floors six through twelve of the SoHo building for an initial 15-year term with two 10-year renewal options, with total Fixed Rent of $333,059,306.47 over the initial term plus a share of increases in operating expenses, property taxes and insurance. For the Jefferson City facility, Scholastic entered into a 20-year triple net lease with two 10-year renewal options, starting with approximately $6,886,000 in annual base rent, which will be adjusted each year based on changes in CPI subject to a 4% cap and 1% collar.

Insights

Real estate and capital structure analyst

Scholastic unlocks significant cash via sale-leasebacks but adds long-term rent obligations.

Scholastic Corporation has monetized two key owned properties—its SoHo headquarters and Jefferson City distribution center—through completed sale-leaseback transactions that produced estimated net proceeds of $401 million. This injects a sizeable amount of cash that can be used for corporate purposes while allowing continued operational use of both sites under new lease arrangements.

The SoHo Lease commits Scholastic to total Fixed Rent of $333,059,306.47 over an initial 15-year term, in addition to its proportionate share of increases in operating expenses, property taxes and insurance. The Jefferson City Lease is a triple net structure with initial annual base rent of approximately $6,886,000, subject to annual CPI-based adjustments capped at 4% and floored at 1%. These terms shift the economic profile from ownership to long-term lease obligations.

The overall impact depends on how Scholastic ultimately deploys the $401 million in net proceeds relative to the cost of these new rent commitments. Future disclosures in periodic reports may clarify the balance sheet effects, such as debt reduction, investment in the business, or other capital allocation decisions associated with this transaction.

8-K Event Classification

4 items: 1.01, 2.01, 2.03, 9.01

4 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 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

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 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

SCHOLASTIC CORP false 0000866729 0000866729 2025-12-17 2025-12-17

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 17, 2025

SCHOLASTIC CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware		000-19860		13-3385513
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

557 Broadway
New York, New York		10012
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 343-6100

N/A

(Former Name or Former Address, if Changed Since Last Report)

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, $0.01 par value		SCHL		The Nasdaq Stock Market LLC

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 2.01 Completion of Acquisition or Disposition of Assets.

On December 17, 2025, Scholastic Corporation (the “Company”) completed the previously announced sale-leaseback transactions for its headquarter location in New York City (555-557 Broadway) and its primary distribution facility in Jefferson City, Missouri, contemplated by the Contract of Purchase and Sale dated as of December 1, 2025, by and between Scholastic 557 Broadway, L.L.C. and ESRT 555-557 Broadway, L.L.C. (SoHo Purchase Agreement) and by the Contract of Purchase and Sale Agreement dated as of December 1, 2025, by and between Scholastic Inc. and FNLR Fortuna Major LLC (Jefferson City Purchase Agreement).

As noted in the press release attached as Exhibit 99.1 to this report on Form 8-K, the two sale leaseback transactions generated $481 in total proceeds, with estimated net proceeds (after taxes, fees and other transaction related expenses) estimated to be $401 million.

The foregoing descriptions are not intended to be complete descriptions of the SoHo Purchase Agreement or the Jefferson City Purchase Agreement or the transactions contemplated therein and are qualified in their entirety by reference to the full text of the relevant Purchase Agreement, copies of which were filed as: (i) Exhibit 10.1 (SoHo Purchase Agreement) to the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2025, and (ii) Exhibit 10.3 (Jefferson City Purchase Agreement) to the Company’s Current Report on Form 8-K that was filed with the SEC on December 5, 2025, each of which is incorporated herein by reference.

Pursuant to the terms of the SoHo Purchase Agreement, upon the closing of the SoHo Sale-Leaseback Transaction, Scholastic and ESRT entered into a lease agreement (the “SoHo Lease”), pursuant to which ESRT has leased floors six through twelve of the SoHo Building to Scholastic for an initial term of fifteen (15) years, with two (2) renewal options of ten (10) years each, and license storage space in the basement and sub-basement of the SoHo Building.

The total Fixed Rent (as defined in the lease agreement) is $333,059,306.47 in the aggregate for the initial lease term. Scholastic will also be responsible for the payment of a proportionate share of increases in operating expenses, property taxes, and insurance for the SoHo Property.

Pursuant to the terms of the Jefferson City Purchase Agreement, at the closing of the Jefferson City Sale-Leaseback Transaction, Scholastic and FNLR entered into a lease (the “Jefferson City Lease”), pursuant to which FNLR has leased the entirety of the Jefferson City Property to Scholastic for an initial term of twenty (20) years, with two (2) renewal options of ten (10) years each. The total annual base rent under the Jefferson City Lease will be approximately $6,886,000 for the initial year of the Jefferson City Lease and will be adjusted on each anniversary of the effective date of the Jefferson City Lease by the annual change in CPI subject to a 4% cap and 1% collar. The Jefferson City Lease is a triple net lease, pursuant to which all costs, expenses, and obligations relating to the Jefferson City Property, including repair and maintenance charges, utility charges, real estate taxes or other taxes that may be imposed that relate to the Jefferson City Property, shall be paid by Scholastic.

The foregoing descriptions are not intended to be complete descriptions of the SoHo Lease Agreement or the Jefferson City Lease Agreement or the transactions contemplated therein and are qualified in their entirety by reference to the full text of the relevant Lease Agreement, copies of which were filed as: (i) Exhibit 10.2 (SoHo Lease Agreement) to the Company’s Current Report on Form 8-K that was filed with the SEC on December 5, 2025, and (ii) Exhibit 10.4 (Jefferson City Lease Agreement) to the Company’s Current Report on Form 8-K that was filed with the SEC on December 5, 2025, each of which 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 information set forth under Item 1.01 above is incorporated into this Item by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release announcing completion of previously announced sale-leaseback transactions for 555-557 Broadway headquarter location and Jefferson City, Missouri distribution facility.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

						SCHOLASTIC CORPORATION
Date: December 18, 2025				By:		/s/ Chris Lick
						Chris Lick Executive Vice President, General Counsel and Secretary

FAQ

What major transaction did Scholastic Corporation (SCHL) complete?

Scholastic Corporation completed previously announced sale-leaseback transactions for its New York City headquarters at 555-557 Broadway and its primary distribution facility in Jefferson City, Missouri, converting owned real estate into cash while remaining as a tenant under long-term leases.

How much cash did Scholastic (SCHL) receive from the sale-leaseback deals?

The two sale-leaseback transactions generated estimated net proceeds of $401 million after taxes, fees and other transaction-related expenses, as noted in the referenced press release.

What are the key terms of Scholastic’s new SoHo headquarters lease?

Under the SoHo Lease, ESRT leased floors six through twelve of the SoHo building to Scholastic for an initial 15-year term with two 10-year renewal options, and the total Fixed Rent is $333,059,306.47 over the initial term, plus Scholastic’s share of increases in operating expenses, property taxes and insurance.

What are the main terms of the Jefferson City lease for Scholastic (SCHL)?

The Jefferson City Lease has an initial 20-year term with two 10-year renewal options, with approximately $6,886,000 in annual base rent for the first year. The rent is adjusted each anniversary by the annual change in CPI, subject to a 4% cap and 1% collar, and it is a triple net lease under which Scholastic pays most property-related costs.

What is a triple net lease and how does it apply to Scholastic’s Jefferson City property?

In a triple net lease like Scholastic’s Jefferson City Lease, the tenant is responsible for nearly all property-related costs. Scholastic must pay repair and maintenance charges, utility charges, real estate taxes and other taxes that relate to the Jefferson City Property, in addition to the base rent.

Will Scholastic (SCHL) continue to use its New York and Jefferson City facilities after the sale-leaseback?

Yes. The company entered into the SoHo Lease for floors six through twelve of its former headquarters building and the Jefferson City Lease for the entirety of the Jefferson City Property, so Scholastic will continue operating from both locations under the new long-term lease arrangements.