[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Iole Lucchese, EVP & Chief Strategy Officer and a director of Scholastic Corp (SCHL), reported the sale of 2,981 shares of Scholastic common stock on 10/01/2025 at a price of $27.69 per share. After the reported disposition, Ms. Lucchese directly owns 105,032 shares. The filing also discloses 579,247 shares held by the Estate of M. Richard Robinson Jr., for which Ms. Lucchese is a preliminary executor and which she disclaims beneficial ownership of except to the extent of any pecuniary interest. The form explains the sale represented shares withheld to cover taxes on the vesting of 5,838 restricted stock units.

Positive

• Timely disclosure of the transaction on a Form 4 shows compliance with reporting requirements
• Sale tied to tax withholding for 5,838 vested restricted stock units, indicating non-discretionary disposition

Negative

• Reduction in direct holdings to 105,032 shares following the transaction
• Large estate-held position of 579,247 shares exists where the reporting person is a preliminary executor

Insights

Corporate Governance Expert

TL;DR: Officer and director reported a small tax-withholding sale; large estate holdings are disclosed separately.

What it means: The Form 4 shows a 10/01/2025 disposition of 2,981 shares at $27.69 to satisfy tax obligations from the vesting of 5,838 RSUs, reducing direct holdings to 105,032 shares.

Why it matters: The transaction is routine tax withholding rather than a discretionary open-market sale by the reporting person, and the filing documents compliance with Section 16 reporting rules. Separate disclosure of 579,247 shares held by the Estate of M. Richard Robinson Jr. clarifies potential related-party holdings while the reporting person disclaims beneficial ownership.

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^*

Lucchese Iole

(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
X	Officer (give title below)		Other (specify below)
	EVP & CHIEF STRATEGY 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		2,981(1)	D	$27.69	105,032	D
Common Stock								579,247(2)	I	Estate of M. Richard Robinson

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 5,838 restricted stock units.

2. As previously disclosed, Ms. Lucchese is a preliminary executor of the Estate of M. Richard Robinson, Jr. These securities are held by the Estate of M. Richard Robinson Jr. Ms. Lucchese disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

	/s/ Iole Lucchese 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 SCHL insider Iole Lucchese report on 10/01/2025?

Ms. Lucchese reported a disposition of 2,981 shares at $27.69 per share on 10/01/2025 to cover taxes from vested RSUs.

How many Scholastic shares does Iole Lucchese directly own after the sale?

Following the reported transaction, Ms. Lucchese directly owns 105,032 shares.

Why were the shares sold according to the Form 4?

The filing states the shares were withheld to cover taxes owed upon the vesting of 5,838 restricted stock units.

Are there additional Scholastic shares connected to Ms. Lucchese?

Yes, the Form 4 discloses 579,247 shares held by the Estate of M. Richard Robinson Jr., for which Ms. Lucchese is a preliminary executor and disclaims beneficial ownership except for any pecuniary interest.

Was the Form 4 filed jointly or individually?

The Form 4 was filed by one reporting person (individual filing).