Every 8-K that Scholastic Corp (SCHL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SCHL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SCHL filings page.
SCHOLASTIC CORP (SCHL) entered into a share repurchase agreement on August 25, 2026 to buy back common stock from the Estate of former Chairman and CEO M. Richard Robinson, Jr. The company purchased 289,624 Common Shares on August 26, 2026 at $39.7603 per share, for an aggregate of $11,515,537.13, a 3% discount to the $40.99 closing price on the agreement date.
The repurchased shares equal about 1.6% of issued and outstanding Common Shares before the transaction and were executed under the existing $300 million repurchase authorization, leaving about $158.9 million available. Fiscal-year-to-date, including this deal, the company has repurchased 590,895 shares. The Board (excluding interested director Iole Lucchese), following the recommendation of an independent Audit Committee advised by outside counsel and an independent financial adviser, reviewed and approved the transaction.
Scholastic Corporation reported fiscal 2026 revenue of $1,581.9 million, down 3% from fiscal 2025, while net income improved to $56.7 million from a $1.9 million loss and diluted EPS reached $2.34. Operating income was $15.2 million, compared with $15.8 million a year earlier, but adjusted operating income rose to $47.1 million. Adjusted EBITDA increased 4% to $151.5 million, or 15% on a comparable basis that reflects the full-year impact of sale-leaseback transactions.
Children’s Book Publishing and Distribution delivered flat full-year revenue of $964.2 million with adjusted operating income rising to $143.7 million, supported by 5% fourth-quarter Book Fairs growth. Education revenue declined 14% to $267.6 million and adjusted operating income fell to $0.2 million. International revenue slipped to $277.2 million from $279.6 million while adjusted operating income rose to $7.1 million from $2.9 million, and Entertainment revenue increased to $65.7 million with an adjusted operating loss of $9.3 million.
Free cash flow increased to $436.0 million, driven largely by $452.4 million of net sale-leaseback proceeds. The company ended fiscal 2026 with $48.9 million of net cash versus $136.6 million of net debt a year earlier, after returning $288.6 million to shareholders, including repurchase of 7,336,966 shares. For fiscal 2027, the company expects revenue growth of approximately 2% to 4%, Adjusted EBITDA of about $135 million to $145 million, and Free Cash Flow of approximately $35 million to $40 million.
Scholastic Corporation reported fiscal 2026 third-quarter revenue of $329.1 million, down 2% from a year ago, and a diluted EPS of $2.55 versus a loss of $0.13, driven largely by a $119.8 million gain on real-estate sale-leaseback transactions.
Adjusted EBITDA was $0.0 million, compared with $6.0 million last year, but would have been $6.7 million excluding the $6.7 million sale-leaseback impact. Year-to-date revenue was $1,105.8 million, down 1%, while adjusted EBITDA rose to $66.8 million, reflecting stronger Children’s Book Publishing and lower overhead.
The company generated over $400 million in net sale-leaseback proceeds, lifting net cash to $90.6 million from net debt of $189.4 million. The Board approved a new $300 million share repurchase authorization, including a planned $200 million modified Dutch auction tender at $36–$40 per share, alongside a long-term net leverage target of 2.0–2.5x Adjusted EBITDA and reaffirmed full-year Adjusted EBITDA guidance of $146–$156 million and free cash flow expected to exceed $430 million.
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.
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.
Scholastic Corporation filed a current report to furnish a press release that announces its financial results for the quarter ended November 30, 2025. The company states that the press release, dated December 18, 2025 and attached as Exhibit 99.1, contains its results of operations and financial condition for that period. The information is being furnished to the SEC and is not incorporated by reference into other securities law filings.
Scholastic Corporation held its annual meeting of stockholders on September 17, 2025. Class A stockholders approved an amendment to the Company’s Management Stock Purchase Plan to increase the number of shares available for grant by 100,000 shares, raising the plan’s total authorized amount to 700,000 shares. The 2008 Management Stock Purchase Plan, as amended, is described in the Company’s definitive proxy statement on Amendment No. 1 to Schedule 14A filed August 8, 2025, and the full text of Amendment No. 2 is attached as Appendix B to that proxy filing. The report also begins to disclose final voting results under Item 5.07 but the detailed vote tallies are not included in the provided text.
Scholastic Corporation furnished a current report describing the release of its quarterly financial results. On September 18, 2025, the company issued a press release covering its results of operations for the quarter ended August 31, 2025, which is attached as Exhibit 99.1.
The information in this report, including the exhibits, is being furnished to the SEC rather than filed under the Securities Act of 1933. The report is signed on behalf of Scholastic by Executive Vice President and Chief Financial Officer Haji L. Glover.