[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Insider reporting: This Form 4 shows that Chris Lick, listed as an officer (EVP, General Counsel) of Scholastic Corporation (SCHL), reported a transaction dated 09/22/2025. The filing records a disposition of 128 shares of Scholastic common stock at a price of $25.01 per share, leaving 3,588 shares beneficially owned after the transaction. The filing explains these 128 shares were withheld to cover taxes in connection with the vesting of 355 restricted stock units. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Lick on 09/23/2025. The disclosure indicates a routine tax-withholding sale tied to equity compensation rather than an open-market cash sale.

Insights

Securities Analyst

TL;DR: A routine tax-withholding disposition of vested RSUs by an officer; immaterial to company capital structure.

The reported disposition of 128 shares at $25.01 represents a standard mechanism firms use to satisfy tax obligations when restricted stock units vest. Because the shares were withheld rather than sold on the open market for cash proceeds, this transaction does not signal an active divestment by the officer or a financing event for the company. The remaining beneficial ownership of 3,588 shares should be considered in the context of total insider holdings but, based solely on this filing, the trade is operationally routine and unlikely to move market perceptions.

Corporate Governance Expert

TL;DR: Tax-related withholding on vesting is a common, non-disclosive governance action with limited investor implication.

This Form 4 discloses withheld shares to cover tax liabilities from the vesting of 355 RSUs; 128 shares were counted as disposed at $25.01. Such withholdings are administrative and typically pre-authorized under grant terms. There is no indication of Rule 10b5-1 trading plan or voluntary open-market selling in this filing. From a governance perspective, the filing demonstrates standard executive equity compensation settlement and routine compliance with Section 16 reporting requirements.

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).

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^*

Lick Chris

(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, GENERAL COUNSEL

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		128(1)	D	$25.01	3,588	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 355 restricted stock units.

	/s/ Chris Lick 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 Chris Lick report on Form 4 for SCHL?

The filing reports a disposition of 128 shares of Scholastic common stock on 09/22/2025 at $25.01 per share, leaving 3,588 shares beneficially owned.

Why were 128 shares disposed according to the Form 4?

The Form 4 explains the 128 shares were withheld to cover taxes owed upon the vesting of 355 restricted stock units.

Does this Form 4 indicate an open-market sale by the officer?

No. The filing describes a withholding disposition tied to RSU vesting, not an open-market sale for cash proceeds.

When was the Form 4 dated and signed?

The transaction date is 09/22/2025, and the Form 4 is signed by an attorney-in-fact on behalf of Chris Lick on 09/23/2025.

What is Chris Lick’s role at Scholastic as listed on the form?

He is listed as an Officer with the title EVP, General Counsel (also indicated as a Director on the form).