Scholastic Corp (SCHL) CEO receives stock unit grant and vested shares

Rhea-AI Filing Summary

Scholastic Corp President & CEO Peter Warwick reported equity compensation changes on July 21, 2026. He received a grant of 21,533 Performance Stock Units, scheduled to vest on July 21, 2027 based on specified fiscal-year performance goals, and expiring September 21, 2027. On the same date, 46,425 common shares were delivered upon vesting and payout of performance units granted July 15, 2025, and 25,674 shares were delivered or withheld at $46.44 per share as payment of an exercise price or tax liability. These transactions were not reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Buyer: 20,751 shares

Net Buy 3 txns

Insider Peter Warwick

Role PRESIDENT & CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units F2	21,533	$0.00	$0.00
Grant/Award	Common Stock F1	46,425	$46.44	$2.16M
Exercise Price or Tax Liability	Common Stock	25,674	$46.44	$1.19M

Holdings After Transaction: Performance Stock Units — 21,533 shares (Direct); Common Stock — 158,414 shares (Direct)

Footnotes (2)

1. F1. Represents shares acquired upon vesting and payout of performance share units granted on July 15, 2025.
2. F2. Represents grant of performance share units which are scheduled to vest as of July 21, 2027 based on satisfaction of specified fiscal year performance goals.

Key Figures

Performance Stock Units granted: 21,533 units PSU expiration date: September 21, 2027 Common shares delivered: 46,425 shares +2 more

5 metrics

Performance Stock Units granted 21,533 units Grant of performance stock units to CEO on July 21, 2026

PSU expiration date September 21, 2027 Expiration date of performance stock units granted July 21, 2026

Common shares delivered 46,425 shares Shares acquired upon vesting and payout of performance units granted July 15, 2025

Shares withheld for obligations 25,674 shares Shares delivered or withheld to pay exercise price or tax liability on July 21, 2026

Reference share price $46.44 per share Price applied to common stock transactions on July 21, 2026

Key Terms

Performance Stock Units, vesting, specified fiscal year performance goals

3 terms

Performance Stock Units financial

"Represents grant of performance stock units which are scheduled to vest"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

vesting financial

"shares acquired upon vesting and payout of performance share units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

specified fiscal year performance goals financial

"based on satisfaction of specified fiscal year performance goals"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/23/2026 - 08:21 PM Accepted by SEC EDGAR 07/23/2026 - 08:21 PM Learn about SEC filing dates

FAQ

What stock awards did Scholastic (SCHL) CEO Peter Warwick receive on July 21, 2026?

Peter Warwick received a grant of 21,533 Performance Stock Units and 46,425 common shares on July 21, 2026. The shares came from vesting of performance units granted July 15, 2025, while the new units are performance-based awards scheduled to vest in 2027.

What are the vesting terms of Peter Warwick’s new performance stock units at SCHL?

The new grant of 21,533 Performance Stock Units is scheduled to vest on July 21, 2027. Vesting depends on satisfaction of specified fiscal-year performance goals, meaning the actual payout will reflect how those performance targets are met.

How many SCHL shares were withheld to cover obligations, and at what price?

A total of 25,674 common shares were delivered or withheld at $46.44 per share. The Form 4 describes this as payment of an exercise price or tax liability by delivering or withholding securities in connection with the reported equity events.

Were Peter Warwick’s July 2026 SCHL transactions under a Rule 10b5-1 plan?

No. The Form 4’s Rule 10b5-1 checkbox was not marked, indicating these transactions were not reported as executed under a pre-arranged Rule 10b5-1 trading plan. Their timing therefore does not stem from an affirmed automatic plan.

When do Peter Warwick’s new SCHL performance units expire and vest?

The 21,533 Performance Stock Units granted on July 21, 2026 are scheduled to vest on July 21, 2027, subject to performance goals, and carry an expiration date of September 21, 2027. Both dates define the award’s performance and life cycle.

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^*

Peter Warwick

(Last) (First) (Middle)

C/O CORPORATE SECRETARY, SCHOLASTIC CORP

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)
	PRESIDENT & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2026

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	07/21/2026		A		46,425	A(1)	$46.44	184,088	D
Common Stock	07/21/2026		F		25,674	D	$46.44	158,414	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
Performance Stock Units	$0	07/21/2026		A	V	21,533		(2)	09/21/2027(2)	Common Stock	21,533	$0	21,533	D

Explanation of Responses:

1. Represents shares acquired upon vesting and payout of performance share units granted on July 15, 2025.

2. Represents grant of performance share units which are scheduled to vest as of July 21, 2027 based on satisfaction of specified fiscal year performance goals.

	/s/ Peter W. Warwick by Andrew S. Hedden, Attorney-in-Fact	07/23/2026
	** 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)