[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Scholastic Corporation director Verdell Walker was granted 4,528 restricted stock units (RSUs) on 09/17/2025 under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan. The reported per-share price associated with the grant is $27.60. After the grant, Mr. Walker beneficially owns 14,839 shares directly. The RSUs are scheduled to vest on the earlier of September 17, 2026 or the company’s 2026 annual stockholder meeting, aligning his compensation with future shareholder outcomes.

Insights

Financial Analyst

TL;DR: Director received a routine RSU grant that increases alignment with shareholders but is not likely material to Scholastic’s valuation.

The 4,528 RSU award to a director represents typical outside-director equity compensation designed to tie pay to stock performance. The post-grant ownership of 14,839 shares gives the director continued economic exposure to Scholastic equity. The grant price of $27.60 provides context for the award’s accounting and potential dilution, but this single non-executive grant is unlikely to materially affect outstanding share count or near-term earnings.

Corporate Governance Expert

TL;DR: Vesting terms are standard for outside directors and support governance alignment without unusual restrictions or acceleration events disclosed.

The RSUs vest on a fixed one-year schedule or at the 2026 annual meeting, a common structure for outside director awards to promote retention and alignment. There is no disclosure here of special acceleration, conversion features, or related-party transactions. From a governance standpoint, the filing reflects routine board compensation under an established plan.

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

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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^*

Walker Verdell

(Last) (First) (Middle)

C/O SCHOLASTIC CORPORATION

ATTN: CORPORATE SECRETARY, 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	14,839	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/ Verdell Walker 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 SCHL director Verdell Walker receive?

The filing reports a grant of 4,528 restricted stock units (RSUs) to Verdell Walker under the outside directors stock incentive plan.

When do the RSUs granted to Verdell Walker vest?

The RSUs vest on the earlier of September 17, 2026 or the date of Scholastic’s 2026 annual stockholder meeting.

How many Scholastic shares does Verdell Walker own after the transaction (SCHL)?

Following the reported transaction, Verdell Walker beneficially owns 14,839 shares directly.

What price is shown for the RSU grant in the Form 4?

The Form 4 lists a price of $27.60 associated with the reported RSU grant.

What is Verdell Walker’s relationship to Scholastic (SCHL)?

Verdell Walker is reported as a Director of Scholastic Corporation.