[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Haji Glover, identified as EVP & Chief Financial Officer of Scholastic Corp (SCHL), reported a Section 16 transaction dated 10/01/2025. The filing shows 1,170 shares of common stock were disposed of through withholding to cover taxes at a price of $27.69 per share, representing shares withheld upon the vesting of 3,243 restricted stock units. After the withholding, the reporting person beneficially owned 25,744 shares. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person on 10/02/2025.

Positive

• Post-transaction beneficial ownership of 25,744 shares remains disclosed, aiding transparency
• Transaction tied to RSU vesting, indicating the sale was for tax withholding rather than discretionary disposition

Negative

• None.

Insights

Corporate Governance Analyst

Officer tax-withholding on vested RSUs reduces reported holdings by 1,170 shares.

The Form 4 documents a routine withholding of 1,170 shares to satisfy taxes on the vesting of 3,243 restricted stock units on 10/01/2025. This is an administrative compensation-related transaction, not an open-market sale.

The filing clarifies post-transaction beneficial ownership of 25,744 shares for the reporting officer, which is useful for tracking insider ownership levels.

Executive Compensation Analyst

Transaction reflects RSU vesting and tax withholding, not discretionary cash sale.

The explanation explicitly states the withheld shares cover taxes on vested 3,243 RSUs, and the per-share price reported is $27.69. That ties the equity event to compensation delivery rather than an intentional divestiture.

Understanding these mechanics helps interpret changes in insider holdings without inferring shifts in conviction or liquidity needs.

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
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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^*

Glover Haji

(Last) (First) (Middle)

C/O CORP. SECRETARY, SCHOLASTIC CORP

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F		1,170(1)	D	$27.69	25,744	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 shares withheld to cover taxes owed upon the vesting of 3,243 restricted stock units.

	/s/ Haji Glover, by Andrew S. Hedden, Esq., Attorney-in-fact	10/02/2025
	** 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 the SCHL Form 4 filed for Haji Glover report?

It reported the withholding of 1,170 common shares at $27.69 on 10/01/2025 to cover taxes from the vesting of 3,243 restricted stock units.

How many shares does the reporting person own after the transaction (SCHL)?

The Form 4 shows beneficial ownership of 25,744 shares following the reported withholding transaction.

What is the reporting person's role at Scholastic (SCHL)?

The reporting person is listed as EVP & Chief Financial Officer on the Form 4.

Was the transaction an open-market sale or related to compensation?

The filing's explanation states the shares were withheld to cover taxes upon RSU vesting, indicating a compensation-related withholding rather than an open-market sale.

On what dates were the transaction and the Form 4 signature recorded?

The transaction date is 10/01/2025, and the Form 4 was signed by an attorney-in-fact on 10/02/2025.