Scholastic repurchases $11.5M in shares from estate

SCHOLASTIC CORP (SCHL) reported that, on August 26, 2026, the Estate of M. Richard Robinson, Jr. sold 289,624 shares of common stock to the company in a privately negotiated transaction at an average price of $39.7603 per share, for $11,515,537.13 in cash.

Rhea-AI Filing Summary

SCHOLASTIC CORP (SCHL) reported that, on August 26, 2026, the Estate of M. Richard Robinson, Jr. sold 289,624 shares of common stock to the company in a privately negotiated transaction at an average price of $39.7603 per share, for $11,515,537.13 in cash. Director and executive officer Iole Lucchese is a preliminary executor of the estate and disclaims beneficial ownership of these securities except to the extent of her pecuniary interest. Following the transactions, she reports 289,623 shares held indirectly through the estate and 55,162 shares held directly, including 6,982 unvested restricted stock units.

Insider Trade Summary

Net Seller: 289,624 shares

Net Sell 2 txns

Insider Lucchese Iole

Role EVP & CHIEF STRATEGY OFFICER

Sold 289,624 shs ($11.52M)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	289,624	$39.7603	$11.52M
holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 289,623 shares (Indirect, Estate of M. Richard Robinson); Common Stock — 55,162 shares (Direct)

Footnotes (3)

1. F1. On August 26, 2026, the Estate of M. Richard Robinson, Jr. sold 289,624 shares of Common Stock, par value $.01 per share, to the Issuer in a privately negotiated transaction, for an aggregate cash amount of $11,515,537.13.
2. F2. 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.
3. F3. Includes 6,982 unvested restricted stock units.

Key Figures

Shares sold by estate: 289,624 shares of Common Stock Sale price per share: $39.7603 per share Aggregate cash amount: $11,515,537.13 +3 more

6 metrics

Shares sold by estate 289,624 shares of Common Stock Sold on August 26, 2026, to Scholastic in a privately negotiated transaction

Sale price per share $39.7603 per share Average price for 289,624 shares sold by the Estate of M. Richard Robinson, Jr.

Aggregate cash amount $11,515,537.13 Total cash paid by Scholastic for 289,624 shares in the privately negotiated transaction

Indirect holdings after transaction 289,623 shares Shares of SCHL common stock held indirectly through the Estate of M. Richard Robinson, Jr.

Direct holdings after transaction 55,162 shares Shares of SCHL common stock held directly by Iole Lucchese after the reported transactions

Unvested restricted stock units 6,982 restricted stock units Included within the 55,162 SCHL shares reported as directly held by Iole Lucchese

Key Terms

privately negotiated transaction, preliminary executor, restricted stock units

3 terms

privately negotiated transaction financial

"sold 289,624 shares of Common Stock ... in a privately negotiated transaction"

A privately negotiated transaction is a deal whose terms are worked out directly between a buyer and a seller rather than through a public market or open auction. Think of it like selling a car to a neighbor instead of putting it on eBay: the price, timing and conditions are agreed one-on-one, so investors may see less public information, different pricing compared with market trades, and potential impacts on liquidity and valuation.

preliminary executor financial

"Ms. Lucchese is a preliminary executor of the Estate of M. Richard Robinson"

restricted stock units financial

"Includes 6,982 unvested restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

What transaction did SCHL insider Iole Lucchese report on this Form 4?

The filing reports that the Estate of M. Richard Robinson, Jr., with which SCHL executive Iole Lucchese is associated as a preliminary executor, sold 289,624 SCHL common shares to Scholastic in a privately negotiated transaction on August 26, 2026, for $11,515,537.13 in cash.

What was the price and total value of the SCHL shares sold by the estate?

The estate sold 289,624 SCHL shares at an average price of $39.7603 per share, for an aggregate cash amount of $11,515,537.13, in a privately negotiated transaction with Scholastic.

Does the Form 4 attribute the SCHL share sale personally to Iole Lucchese?

No. The shares were sold by the Estate of M. Richard Robinson, Jr.. The Form 4 states that Iole Lucchese is a preliminary executor and disclaims beneficial ownership of these securities except to the extent of her pecuniary interest.

How many SCHL shares does Iole Lucchese report owning after this filing?

After the reported transactions, Iole Lucchese reports 289,623 SCHL shares held indirectly through the estate and 55,162 shares held directly. The direct holdings figure includes 6,982 unvested restricted stock units.

Was the SCHL insider transaction executed under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and the footnotes describe the sale as a privately negotiated transaction between the estate and Scholastic, not as a trade under a pre-arranged 10b5-1 plan.

What do the unvested restricted stock units represent in Lucchese’s SCHL holdings?

The Form 4 states that her 55,162 directly held shares of SCHL common stock include 6,982 unvested restricted stock units, which are share-based compensation awards that remain subject to vesting conditions.

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Available on EDGAR 08/27/2026 - 04:17 PM Accepted by SEC EDGAR 08/27/2026 - 04:16 PM Learn about SEC filing dates

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^*

Lucchese Iole

(Last) (First) (Middle)

C/O CORPORATE SECRETARY, SCHOLASTIC

557 BROADWAY

(Street)

NEW YORK 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)
	EVP & CHIEF STRATEGY OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2026		S(1)		289,624	D	$39.7603	289,623	I(2)	Estate of M. Richard Robinson
Common Stock								55,162(3)	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. On August 26, 2026, the Estate of M. Richard Robinson, Jr. sold 289,624 shares of Common Stock, par value $.01 per share, to the Issuer in a privately negotiated transaction, for an aggregate cash amount of $11,515,537.13.

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.

3. Includes 6,982 unvested restricted stock units.

	/s/ Iole Lucchese by Andrew S. Hedden, Esq., Attorney-in-fact	08/27/2026
	** 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)