Scholastic CEO exercises options, covers tax with shares

Scholastic Corp President & CEO Peter Warwick reported routine equity compensation activity.

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Form Type

Rhea-AI Filing Summary

Scholastic Corp President & CEO Peter Warwick reported routine equity compensation activity. He exercised stock options to acquire 2,112 shares of Common Stock at $38.56 per share and had 2,033 shares withheld at a value of $40.065 per share to cover tax obligations. After these transactions, he directly holds 138,001 Common shares, reflecting a small adjustment to his overall ownership rather than an open-market trade.

Insider Trade Summary

2,112 shares exercised/converted

Exercise 3 txns

Insider Peter Warwick

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	2,112	$0.00	$0.00
Exercise	Common Stock	2,112	$38.56	$81K
Exercise Price or Tax Liability	Common Stock	2,033	$40.065	$81K

Holdings After Transaction: Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 138,001 shares (Direct)

Key Figures

Options exercised: 2,112 shares Exercise price: $38.56/share Shares withheld for taxes: 2,033 shares +3 more

6 metrics

Options exercised 2,112 shares Stock options exercised into Common Stock at $38.56 per share

Exercise price $38.56/share Price for exercised stock options into Common Stock

Shares withheld for taxes 2,033 shares Shares used to satisfy tax obligations at $40.065 per share

Tax withholding value $40.065/share Value per share for tax-withholding disposition

Shares held after transactions 138,001 shares Direct Common Stock ownership following reported transactions

Exercised option grant size 2,112 options Stock Option (right to buy) converted into Common Stock

Key Terms

Stock Option (right to buy), tax-withholding disposition, derivative exercise/conversion, derivative security

4 terms

Stock Option (right to buy) financial

"security_title: "Stock Option (right to buy)""

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

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

What insider transactions did Scholastic (SCHL) CEO Peter Warwick report?

Peter Warwick exercised stock options for 2,112 Scholastic shares and had 2,033 shares withheld for taxes. These Form 4 transactions reflect routine compensation-related activity, not open-market buying or selling of additional shares.

Did the Scholastic (SCHL) CEO sell shares in the open market in this Form 4?

No open-market sales were reported. Shares were disposed only through 2,033 shares withheld to satisfy tax obligations associated with an option exercise, a standard non-market mechanism often seen in executive equity compensation.

How many Scholastic (SCHL) shares did the CEO acquire through options?

Peter Warwick acquired 2,112 shares of Scholastic Common Stock by exercising stock options at $38.56 per share. This derivative exercise converts an existing option award into actual shares as part of his long-term equity compensation.

How many Scholastic (SCHL) shares does the CEO own after these transactions?

Following the reported option exercise and tax withholding, Peter Warwick directly holds 138,001 shares of Scholastic Common Stock. This updated ownership figure reflects his position after the compensation-related adjustments reported in the Form 4 filing.

What is the nature of the tax-withholding transaction in the Scholastic (SCHL) Form 4?

The Form 4 lists a code F transaction where 2,033 shares were withheld at $40.065 per share. This represents payment of tax liability by delivering shares, not a discretionary or open-market sale by the CEO.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/11/2026 - 08:45 AM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Peter Warwick

(Last)

(First)

(Middle)

C/O CORPORATE SECRETARY, SCHOLASTIC CORP

557 BROADWAY

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SCHOLASTIC CORP [ SCHL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2026		M		2,112	A	$38.56	140,034	D
Common Stock	05/07/2026		F		2,033	D	$40.065	138,001	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$38.56	05/07/2026		M			2,112	09/20/2017	09/21/2026	Common Stock	2,112	$0	0	D

Explanation of Responses:

	/s/ Peter W. Warwick by Andrew S. Hedden, Attorney-in-Fact	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR