[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Sasha Quinton, EVP and President of Scholastic Reading Events, reported a sale of 742 shares of Scholastic Corp. (SCHL) common stock on 09/22/2025 at a price of $25.01 per share, resulting in 38,132 shares beneficially owned following the transaction. The filing states 2,365 restricted stock units vested and that 742 shares were withheld to cover taxes on that vesting. The Form 4 was signed on 09/23/2025 by an attorney-in-fact.

Positive

• Timely disclosure of the transaction (filed and signed the day after the sale)
• Clear explanation that shares were withheld to cover taxes on RSU vesting

Negative

• Insider sale of 742 shares reduces the reporting person's direct holdings to 38,132 shares

Insights

Financial Analyst

TL;DR: Officer sold a small block of shares to satisfy tax withholding on vested RSUs; the filing is routine and informational.

The transaction is explicitly described as tax-withholding related to the vesting of 2,365 restricted stock units, with 742 shares disposed at $25.01 each. This is a common administrative step following RSU vesting and does not on its face indicate a change in company fundamentals. The reporting shows 38,132 shares remain beneficially owned by the reporting person after the transaction. Timely disclosure (transaction on 09/22/2025, Form 4 signed 09/23/2025) meets Section 16 reporting expectations.

Corporate Governance Expert

TL;DR: Disclosure is compliant and documents an internal tax-withholding sale tied to RSU vesting; governance procedures appear followed.

The Form 4 identifies the reporting person as an officer with title provided and notes the sale was to cover tax obligations from RSU vesting. The signature by an attorney-in-fact and prompt filing support proper procedural handling. The filing contains clear explanation of the transaction and remaining ownership, which is useful for shareholders monitoring insider holdings and governance transparency.

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).

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^*

Quinton Sasha

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, PRES SCHL READING EVENTS

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		F		742(1)	D	$25.01	38,132	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 2,365 restricted stock units.

	/s/ Sasha Quinton by Andrew S. Hedden, Esq., Attorney-in-fact	09/23/2025
	** 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 Sasha Quinton report on Form 4?

She reported a sale of 742 shares on 09/22/2025 at $25.01 per share and ownership of 38,132 shares after the transaction.

Why were 742 shares sold according to the Form 4?

The filing states 742 shares were withheld to cover taxes owed upon the vesting of 2,365 restricted stock units.

When was the Form 4 for SCHL filed and signed?

The transaction date is 09/22/2025 and the Form 4 was signed on 09/23/2025 by an attorney-in-fact.

What is Sasha Quinton's role at Scholastic as listed on the filing?

She is listed as an officer with the title EVP, President Scholastic Reading Events.

How many RSUs vested according to the filing?

2,365 restricted stock units vested, per the explanation in the Form 4.