[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Alix Guerrier, a director of Scholastic Corporation (SCHL), was granted 4,528 restricted stock units (RSUs) linked to the company's common stock at a reported price of $27.60 per share. The RSUs are scheduled to vest on the earlier of September 17, 2026 or the date of the company's 2026 annual stockholder meeting. After the grant, Ms. Guerrier is reported to beneficially own 10,363 shares of Scholastic common stock. This Form 4 reports the non-derivative equity award under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan.

Positive

• Grant documented: 4,528 restricted stock units awarded under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan
• Vesting schedule disclosed: RSUs vest on the earlier of September 17, 2026 or the company's 2026 annual stockholder meeting
• Post-grant holdings reported: Reporting person beneficially owns 10,363 shares following the transaction

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a standard outside-director RSU award scheduled to vest within roughly one year.

The grant of 4,528 restricted stock units to a director under the Outside Directors Stock Incentive Plan appears to be a routine compensation event for non-employee directors. The award vests on the earlier of a specified date or the 2026 annual meeting, which is a typical time-based vesting condition for director equity to retain service and tie compensation to continued board membership. The filing shows post-grant beneficial ownership of 10,363 shares, reflecting the director's reported holdings after this grant.

Securities Analyst

TL;DR: Transaction records a non-derivative equity grant; no derivative instruments reported and no material change to capital structure disclosed.

The Form 4 documents a non-derivative transaction (grant of RSUs) with an indicated per-share price of $27.60 and no accompanying derivative activity disclosed in Table II. The disclosure does not indicate any immediate sale or disposition. There is no information in the form that quantifies dilution impact or links the award to any performance metrics. Based solely on the filing, this is a routine director grant with limited material impact on investors.

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).

1. Name and Address of Reporting Person^*

Guerrier Alix

(Last) (First) (Middle)

C/O LEGAL DEPT., 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	10,363	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/ Alix Guerrier, by Andrew S. Hedden, Esq., 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 transaction was reported for SCHL on this Form 4?

Answer: A grant of 4,528 restricted stock units (non-derivative) to director Alix Guerrier was reported.

When do the restricted stock units granted to Alix Guerrier vest?

Answer: They vest on the earlier of September 17, 2026 or the date of Scholastic's 2026 annual stockholder meeting.

How many shares does the reporting person beneficially own after the reported transaction?

Answer: The Form 4 reports beneficial ownership of 10,363 shares following the grant.

Under which plan were the RSUs granted?

Answer: The RSUs were granted under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan.

Was any derivative security activity reported in this filing?

Answer: No derivative securities (Table II) were reported in the Form 4.