[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Anne Clarke-Wolff, a director of Scholastic Corporation (SCHL), received a grant of 4,528 restricted stock units (RSUs) under the company's Outside Directors Stock Incentive Plan. The report shows the RSUs were granted at an indicated price of $27.60 and after the grant the reporting person beneficially owned 5,312 shares. The RSUs are scheduled to vest on the earlier of September 17, 2026 or the company's 2026 annual meeting, making this a time‑based award to compensate board service rather than an immediate equity transfer.

Positive

• Alignment of interests: RSUs vest over time, promoting continued service and aligning the director with shareholder value
• Disclosure provided: Transaction, grant size, vesting condition, and post‑grant beneficial ownership are explicitly reported

Negative

• Compensation expense: The grant will generate compensation expense over the vesting period, though magnitude is unclear
• Minor dilution: Issuance of RSUs can dilute shareholders incrementally when settled, size relative to outstanding shares not provided

Insights

Corporate Governance Expert

TL;DR: Director received time‑based RSUs, a routine governance practice that aligns director pay with shareholder interests.

The grant of 4,528 RSUs to a director under the Outside Directors Stock Incentive Plan is a standard non‑cash compensation mechanism to retain and align outside directors with long‑term shareholder value. The vesting tied to either a date or the 2026 annual meeting encourages continued service through the next year. The reported post‑grant beneficial ownership of 5,312 shares increases the director's equity stake but does not, on its face, represent a material change to control or ownership percentages.

Compensation Analyst

TL;DR: This is a typical director RSU award; impact on dilution and expense is likely modest given the award size.

The award size (4,528 RSUs) and the disclosed reference price ($27.60) imply a grant value that will be recognized over the vesting period as compensation expense. For investors focused on dilution and governance costs, the award should be evaluated relative to total shares outstanding and aggregate director compensation; the single grant here appears routine and not material by itself.

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

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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^*

Wolff Anne Clarke

(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)

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	5,312	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/ Anne Clarke-Wolff, by Andrew S. Hedden, 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 Anne Clarke‑Wolff receive?

She received 4,528 restricted stock units (RSUs) under the Outside Directors Stock Incentive Plan.

How many shares does the reporting person own after the grant?

The form reports 5,312 shares beneficially owned following the reported transaction.

When do the RSUs vest?

The RSUs vest on the earlier of September 17, 2026 or the company's 2026 annual stockholder meeting.

What price is shown on the Form 4 for the grant?

The transaction lists a price of $27.60 associated with the grant.

Does this grant indicate a change in control at SCHL?

No. The filing shows a routine director award and the post‑grant ownership (5,312 shares) does not indicate any change in control.