Scholastic withholds 3,565 executive shares for taxes

The EVP & Chief Strategy Officer reported 51,597 direct shares after withholding; the Estate of M. Richard Robinson, Jr. held 289,623 shares.

Rhea-AI Filing Summary

Scholastic Corp director and EVP & Chief Strategy Officer Iole Lucchese had 3,565 common shares withheld on September 23, 2026, to cover taxes owed upon vesting of 6,982 restricted stock units; the reported price was $35.09 per share. She directly held 51,597 shares following the transaction. The Estate of M. Richard Robinson, Jr. held 289,623 shares as of September 23, 2026; Lucchese was its preliminary executor and disclaimed beneficial ownership except to the extent of her pecuniary interest. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Tax Withholding: 3,565 shares

Tax Withholding 2 txns

Insider Lucchese Iole

Role EVP & CHIEF STRATEGY OFFICER

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	3,565	$35.09	$125K
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 51,597 shares (Direct); Common Stock — 289,623 shares (Indirect, Estate of M. Richard Robinson)

Footnotes (2)

1. F1. Represents shares withheld to cover taxes owed upon the vesting of 6,982 restricted stock units.
2. F2. As previously disclosed, Ms. Lucchese is a preliminary executor of the Estate of M. Richard Robinson, Jr. These securities are held by the Estate of M. Richard Robinson, Jr. Ms. Lucchese disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Key Figures

Shares withheld for taxes: 3,565 shares Restricted stock units: 6,982 units Reported price per share: $35.09 per share +2 more

5 metrics

Shares withheld for taxes 3,565 shares September 23, 2026; to cover taxes owed upon vesting of restricted stock units

Restricted stock units 6,982 units Vesting associated with the tax withholding on September 23, 2026

Reported price per share $35.09 per share September 23, 2026; shares withheld for taxes

Direct shares following transaction 51,597 shares Iole Lucchese, following the September 23, 2026 transaction

Estate shares 289,623 shares Held by the Estate of M. Richard Robinson, Jr. as of September 23, 2026

Key Terms

restricted stock units, beneficial ownership, pecuniary interest, preliminary executor

4 terms

restricted stock units financial

"vesting of 6,982 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficial ownership regulatory

"disclaims beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of her pecuniary interest therein"

preliminary executor regulatory

"Ms. Lucchese is a preliminary executor"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SCHL shares were withheld for taxes?

Iole Lucchese had 3,565 common shares withheld on September 23, 2026, to cover taxes owed upon vesting of 6,982 restricted stock units; the reported price was $35.09 per share.

What shares did SCHL EVP Iole Lucchese report holding after the transaction?

She directly held 51,597 shares following the transaction. Separately, the Estate of M. Richard Robinson, Jr. held 289,623 shares as of September 23, 2026; Lucchese was a preliminary executor and disclaimed beneficial ownership except to the extent of her pecuniary interest.

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

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Available on EDGAR 09/25/2026 - 06:25 PM Accepted by SEC EDGAR 09/25/2026 - 06:24 PM Learn about SEC filing dates

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^*

Lucchese Iole

(Last) (First) (Middle)

C/O CORPORATE SECRETARY, SCHOLASTIC

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)
	EVP & CHIEF STRATEGY OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2026

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	09/23/2026		F		3,565(1)	D	$35.09	51,597	D
Common Stock								289,623	I(2)	Estate of M. Richard Robinson

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 6,982 restricted stock units.

2. As previously disclosed, Ms. Lucchese is a preliminary executor of the Estate of M. Richard Robinson, Jr. These securities are held by the Estate of M. Richard Robinson, Jr. Ms. Lucchese disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

	/s/ Iole Lucchese by Andrew S. Hedden, Esq., Attorney-in-fact	09/25/2026
	** 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)