[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Insider transaction at Scholastic (SCHL): An executive and director, EVP & Chief Strategy Officer Iole Lucchese, reported a disposition of 1,383 shares of Scholastic common stock on 09/22/2025 at a price of $25.01 per share. After the sale, the reporting person beneficially owned 87,266 shares. The filing explains the 1,383-share disposition reflects shares withheld to cover taxes on the vesting of 2,838 restricted stock units.

Positive

• Transparent disclosure: The Form 4 clearly states the transaction was tax withholding related to RSU vesting.
• Modest size: The shares disposed (1,383) are small relative to the remaining beneficial ownership (87,266), indicating no significant insider divestment.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale by an officer following RSU vesting; not a signaling trade on company performance.

The reported transaction is a standard administrative disposition where vested restricted stock units were partially withheld to satisfy tax obligations. The size of the sale (1,383 shares) relative to total beneficial ownership reported (87,266 shares) suggests this was not a liquidity-driven exit or change in control. The disclosure follows Section 16 reporting requirements and describes the nature of the withholding, which aligns with common executive compensation practices.

Securities Analyst

TL;DR: Minor share reduction via tax-related withholding; immaterial to broad shareholder value given remaining stake.

From a market-impact perspective, the transaction is modest in size and identified explicitly as tax withholding on vested RSUs. The reported sale price of $25.01 and resulting beneficial ownership level provide clear transparency. No new derivative or additional compensatory grants are disclosed in this 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
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 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
X	Officer (give title below)		Other (specify below)
	EVP & CHIEF STRATEGY 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		1,383(1)	D	$25.01	87,266	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 2,838 restricted stock units.

	/s/ Iole Lucchese 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 was reported in the SCHL Form 4 by Iole Lucchese?

The filing reports a disposition of 1,383 shares at $25.01 per share, resulting in 87,266 shares beneficially owned after the transaction.

Why were the 1,383 shares disposed according to the filing?

The filing explains the 1,383 shares were withheld to cover taxes owed upon the vesting of 2,838 restricted stock units.

What is the reporting person's role at Scholastic (SCHL)?

The reporting person is a Director and an Officer, serving as EVP & Chief Strategy Officer.

Does the Form 4 show any derivative transactions or new grants?

No. The filing only discloses a non-derivative disposition for tax withholding and does not report derivative transactions or additional grants.

Is this transaction considered material to investors?

Based on the filing, this appears to be a routine tax-withholding transaction and was not identified as material to the company’s operations or ownership structure.