Scholastic (SCHL) plans $200M Dutch auction tender offer at $36–$40 per share
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Scholastic Corporation plans a modified Dutch auction tender offer to repurchase up to $200 million of its common stock. The company expects to buy shares at cash prices between $36.00 and $40.00 per share, less applicable taxes and without interest.
The offer is expected to begin on March 23, 2026 and is scheduled to expire at 5:00 p.m. New York City time on April 20, 2026, unless extended or terminated earlier. Scholastic expects to fund the repurchase with cash on hand and borrowings under its revolving credit facility.
The Board frames this as a next step in its capital allocation strategy following recent real estate transactions, aiming to return cash to shareholders while managing the balance sheet. The tender has not yet commenced and will proceed only on the terms set out in formal offer documents to be filed on Schedule TO.
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Insights
Scholastic plans a sizable Dutch auction buyback funded by cash and credit.
Scholastic intends a modified Dutch auction tender offer to repurchase up to $200 million of common stock at $36–$40 per share. This structure lets shareholders choose whether and at what price within the range to tender their shares back to the company.
The company expects to fund the offer with cash on hand and borrowings under its revolving credit facility, so balance sheet effects will depend on the final take-up and pricing. The board links this step to recent real estate transactions as part of a broader capital allocation strategy.
The offer is expected to run from March 23, 2026 to April 20, 2026, unless extended or terminated. Actual impact will hinge on shareholder participation and final pricing, which will become clear only after the tender offer documents are filed and the process concludes.
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): | |||||
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(212 ) 343-6100
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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).
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. ☐
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Item 8.01 Other Events
On March 19, 2026, Scholastic Corporation (the “Company”) issued a press release announcing its Board of Directors has authorized the repurchase of up to $200 million of the Company’s common stock through a modified “Dutch Auction” tender offer ("Offer"), at an anticipated cash purchase price per share of not less than $36.00 per share and not more than $40.00 per share, less any applicable withholding taxes and without interest.
The Offer is expected to commence on Monday, March 23, 2026, with expiration of the Offer scheduled for 5:00 p.m., New York City time on Monday, April 20, 2026, unless the Offer is extended or earlier terminated. The purchase of common stock under the Offer is expected to be funded through the Company's cash on hand and from borrowings available under the Company’s revolving credit facility.
The Offer described in the press release attached hereto as Exhibit 99.1 has not yet commenced and there can be no assurance that the Company will commence the Offer on the terms described herein or at all and is for information purposes only, and is not an offer to purchase or the solicitation of an offer to sell any shares of Scholastic common stock. The solicitation of offers to purchase shares of Scholastic common stock will be made only pursuant to the tender offer documents, including an Offer to Purchase and related Letter of Transmittal, that Scholastic intends to distribute to shareholders and file with a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) on Monday, March 23, 2026.
Shareholders of the Company are urged to read the tender offer statement (including the Offer to Purchase, Letter of Transmittal and related tender offer documents) when it becomes available, as well as any other documents filed with the SEC because they will contain important information, including the terms and conditions of the tender offer.
Once the Offer is commenced copies of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that Scholastic will be filing with the SEC will be distributed by the Company to the Company's shareholders at no expense to them and will also be available to shareholders free of charge at the Commission's website at www.sec.gov, the investors information section of the Company's website at investor.scholastic.com or from the information agent the Company will appoint for the Offer.
Item 9.01 Financial Statements and Exhibits
| (a) | Not applicable | ||||||||||
| (b) | Not applicable | ||||||||||
| (c) | Not applicable | ||||||||||
| (d) | The following exhibits are filed as part of this report: | ||||||||||
| 99.1 | Press Release of Scholastic Corporation dated March 19, 2026. | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
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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: March 19, 2026 | By: | /s/ Chris Lick | |||||||||
| Name: | Chris Lick | ||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | ||||||||||
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Scholastic Corporation Announces Intent to Repurchase Up to $200 Million of its Common Stock Through Modified Dutch Auction Tender Offer
New York, NY – March 19, 2026 – Scholastic Corporation (“Scholastic”) (NASDAQ: SCHL), the global children’s publishing, education and media company, today announced that its Board of Directors (the “Board”) has authorized the repurchase of up to $200 million of the Company’s common stock through a modified “Dutch Auction” tender offer ("Offer"), at an anticipated cash purchase price per share of not less than $36.00 per share and not more than $40.00 per share, less any applicable withholding taxes and without interest.
The Offer is expected to commence on Monday, March 23, 2026, with expiration of the Offer scheduled for 5:00 p.m., New York City time on Monday, April 20, 2026, unless the Offer is extended or earlier terminated. The purchase of common stock under the Offer is expected to be funded through the Company's cash on hand and from borrowings available under the Company’s revolving credit facility.
Peter Warwick, President and Chief Executive Officer, said, “Following the successful completion of our recent real estate transactions, the Board’s authorization represents a disciplined next step in our capital allocation strategy to further optimize our balance sheet and efficiently return cash to shareholders.”
The Offer will be subject to various terms and conditions as will be described in offer materials that will be publicly filed and distributed to shareholders upon commencement. The Dealer-Manager for the Offer will be J.P. Morgan Securities LLC. Georgeson LLC and Computershare Trust Company, N.A. will serve as the Information Agent and Depositary for the Offer, respectively.
Neither Scholastic's management, nor any of the members of its board of directors, executive officers, the dealer manager, the information agent or the depositary will be making any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the Offer. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will tender their shares. Shareholders should consult their financial and tax advisors in making this decision.
The Offer described in this press release has not yet commenced and there can be no assurance that Scholastic will commence the Offer on the terms described herein or at all. This press release is for information purposes only, and is not an offer to purchase or the solicitation of an offer to sell any shares of Scholastic common stock. The solicitation of offers to purchase shares of Scholastic common stock will be made only pursuant to the tender offer documents, including an Offer to Purchase and related Letter of Transmittal, that Scholastic intends to distribute to shareholders and file with a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) on Monday, March 23, 2026.
SCHOLASTIC SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY SCHOLASTIC WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION CONCERNING THE TERMS OF THE OFFER.
Once the Offer is commenced copies of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that Scholastic will be filing with the SEC will be distributed by the Company to the Company's shareholders at no expense to them and will also be available to shareholders free of charge at the Commission's website at www.sec.gov, the investors information section of Scholastic's website at investor.scholastic.com or from the information agent Scholastic will appoint for the Offer.
About Scholastic
For more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children's books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children's media. As the world's largest publisher and distributor of children's books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.
Forward-Looking Statements
This news release contains certain forward-looking statements relating to future periods. Such forward-looking statements are subject to various risks and uncertainties, including the conditions of the children’s book and educational materials markets generally and acceptance of the Company’s products within those markets, and other risks and factors identified from time to time in the Company’s filings with the Securities and Exchange Commission. Actual results could differ materially from those currently anticipated.
Contact: Scholastic Corporation
Investors: Mary Garofalo, (212) 343 - 6741, investor_relations@scholastic.com
Media: Anne Sparkman, (212) 343-6657 asparkman@scholastic.com
SCHL: Financial
FAQ
What did Scholastic Corporation (SCHL) announce regarding its stock in this 8-K?
Scholastic plans a modified Dutch auction tender offer to repurchase up to $200 million of its common stock. The company expects to pay between $36.00 and $40.00 per share in cash, subject to formal tender offer documents.
What are the expected price range and size of Scholastic’s Dutch auction tender offer?
The board authorized repurchases of up to $200 million of common stock through a modified Dutch auction. Shares are expected to be purchased at cash prices between $36.00 and $40.00 per share, less applicable withholding taxes and without interest.
When will the Scholastic (SCHL) tender offer start and end?
The tender offer is expected to commence on March 23, 2026 and is scheduled to expire at 5:00 p.m. New York City time on April 20, 2026. These dates may change if the offer is extended or terminated earlier.
How will Scholastic fund the proposed $200 million stock repurchase?
Scholastic expects to fund the tender offer using its cash on hand and borrowings available under its revolving credit facility. The final funding mix will depend on how many shares are tendered and the ultimate purchase price within the stated range.
What is the purpose of Scholastic’s Dutch auction tender offer authorization?
Management describes the authorization as a disciplined next step in capital allocation after recent real estate transactions. The goal is to optimize the balance sheet and efficiently return cash to shareholders, subject to the detailed terms that will be set out in tender offer documents.
Is the Scholastic tender offer already active and where can investors find details?
The tender offer has not yet commenced; Scholastic intends to file a Schedule TO with an Offer to Purchase and related documents. Once filed, shareholders can access these materials free at the SEC’s website and Scholastic’s investor relations site.
Filing Exhibits & Attachments
4 documents
Scholastic Corp
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