[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey Mathews, EVP and Chief Growth Officer of Scholastic Corporation (SCHL), reported a Section 16 transaction. On 09/22/2025 he had 2,622 shares withheld to cover taxes upon the vesting of 6,504 restricted stock units, at an indicated price of $25.01 per share. Following that transaction he beneficially owned 51,371 shares. The Form 4 was signed by an attorney-in-fact on 09/23/2025. The filing reflects an internal tax-withholding disposition tied to RSU vesting rather than an open-market sale.

Positive

• Retained substantial ownership: reporting person still holds 51,371 shares after withholding

Negative

• Securities reduced by 2,622 shares due to tax-withholding on vested RSUs

Insights

Financial Analyst

TL;DR: Officer tax-withholding reduced holdings by 2,622 shares; remaining stake is 51,371 shares — a routine, non-market disposition.

The report documents that 2,622 shares were disposed via withholding to satisfy tax obligations on 6,504 vested RSUs, at a stated $25.01 price. This is a common administrative action following equity vesting and does not indicate a voluntary sale or change in investment intent. The transaction does not provide new information about company operating performance or capital structure; its primary effect is a reduction in the reporting person's net share count.

Corporate Governance Expert

TL;DR: This Form 4 is a routine disclosure of tax-withholding from RSU vesting by an executive; governance implications are minimal.

The filing names Jeffrey Mathews as an officer (EVP, Chief Growth Officer) and shows an administrative withholding of shares to cover taxes on vested RSUs. Such withholdings are standard and disclosed under Section 16 reporting rules. There is no indication of additional derivative activity, pledging, or unusual insider trading patterns in this single filing.

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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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^*

Mathews Jeffrey

(Last) (First) (Middle)

C/O CORPORATE 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CHIEF GROWTH OFFICER

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		2,622(1)	D	$25.01	51,371	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 6,504 restricted stock units.

	/s/ Jeffrey Mathews 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 transaction did Jeffrey Mathews report on Form 4 for SCHL?

He reported that 2,622 shares were withheld to cover taxes upon the vesting of 6,504 restricted stock units on 09/22/2025.

How many SCHL shares does the reporting person own after the transaction?

Following the reported transaction the reporting person beneficially owned 51,371 shares.

What price is shown on the Form 4 for the withheld shares?

The Form 4 lists a price of $25.01 associated with the transaction.

What is Jeffrey Mathews' role at Scholastic as listed on the form?

The form lists him as an Officer, with the title EVP, Chief Growth Officer.

When was the Form 4 filed/signed?

The signature block shows the form signed by an attorney-in-fact on 09/23/2025.

Does the Form 4 indicate a market sale of SCHL shares?

No. The filing indicates shares were withheld to satisfy taxes upon RSU vesting, not an open-market sale.