[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Linda Li, a director of Scholastic Corporation (SCHL), received a grant of 4,528 restricted stock units on 09/17/2025. The Form 4 reports the award under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan at a reported price of $27.60 and shows 13,696 shares beneficially owned by Ms. Li after the grant. The restricted stock units are scheduled to vest on the earlier of September 17, 2026 or the Company’s 2026 annual stockholder meeting. The Form 4 was signed on behalf of Linda Li by an attorney-in-fact on 09/19/2025.

Positive

• Timely disclosure of director equity grant via Form 4
• Vesting schedule specified (earlier of September 17, 2026 or 2026 annual meeting), providing clarity on timing
• Increased director ownership to 13,696 shares, aligning director and shareholder interests

Negative

• None disclosed in the filing that indicate material adverse actions or unusual terms

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant disclosed; timing and vesting are standard for outside director retention.

The Form 4 documents a non-derivative equity grant to an outside director under Scholastic's director incentive plan. The award of 4,528 restricted stock units increases her reported beneficial ownership to 13,696 shares and vests at a defined one-year horizon or at the 2026 annual meeting, which aligns pay-for-service and shareholder alignment practices. Disclosure is timely and executed via attorney-in-fact as shown on the form.

Compensation Analyst

TL;DR: This is a standard annual equity grant to an outside director with a one-year vesting schedule.

The submission lists a grant under the Outside Directors Stock Incentive Plan with a reported price value of $27.60 and clarifies vesting mechanics: earlier of September 17, 2026 or the 2026 annual meeting. For compensation review, the grant size and one-year vesting suggest routine retention and alignment rather than special transaction or performance award.

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

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

1. Name and Address of Reporting Person^*

Li Linda

(Last) (First) (Middle)

C/O CORPORATE SECRETARY

SCHOLASTIC, 557 BROADWAY

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/17/2025		A		4,528(1)	A	$27.6	13,696	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock units under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan, all of which are scheduled to vest on the earlier of September 17, 2026 or the date of the Company's 2026 annual stockholder meeting.

	/s/ Linda Li, by Andrew S. Hedden, Esq., Attorney-in-fact	09/19/2025
	** 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.

FAQ

What did Linda Li report on the SCHL Form 4?

The Form 4 reports a grant of 4,528 restricted stock units to Linda Li on 09/17/2025, increasing her beneficial ownership to 13,696 shares.

When do the restricted stock units granted to Linda Li vest?

The restricted stock units vest on the earlier of September 17, 2026 or the Company’s 2026 annual stockholder meeting.

Under which plan were the RSUs granted?

The award was granted under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan.

What price is associated with the reported transaction?

The Form 4 shows a reported price of $27.60 for the transaction line associated with the RSU grant.

Who signed the Form 4 for Linda Li and when?

The Form 4 was signed on behalf of Linda Li by Andrew S. Hedden, Esq., Attorney-in-fact on 09/19/2025.