[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Iole Lucchese, who serves as EVP & Chief Strategy Officer and a director of Scholastic Corporation (SCHL), reported on Form 4 that she acquired 20,946 restricted stock units on 09/23/2025 at a reported price of $25.78 per share. The award vests in three equal annual installments beginning on the first anniversary of the grant. After this transaction, Ms. Lucchese is reported to directly own 109,595 shares. The form also discloses an indirect position of 579,247 shares held by the Estate of M. Richard Robinson Jr., for which she is a preliminary executor and for which she disclaims beneficial ownership except to the extent of any pecuniary interest. The filing was signed on behalf of Ms. Lucchese on 09/25/2025.

Positive

• Equity grant aligns executive incentives with shareholder interests via a three-year vesting schedule
• Clear disclosure of both direct ownership (109,595 shares) and indirect estate holdings (579,247 shares) improves transparency

Negative

• None.

Insights

Financial Analyst

TL;DR Insider received equity-based compensation aligning her interests with shareholders; modest incremental direct ownership disclosed.

The reported acquisition of 20,946 restricted stock units constitutes equity compensation rather than an open-market purchase, with vesting over three years which creates a multi-year alignment incentive. The post-transaction direct ownership of 109,595 shares provides a concrete stake in Scholastic's equity. The disclosed exercise price of $25.78 is the grant reference; there is no trading or sale activity reported that would indicate liquidity events. From an investor perspective this is a routine insider grant disclosure with limited immediate market impact.

Corporate Governance Expert

TL;DR Filing clearly discloses role, grant vesting schedule, and indirect holdings tied to an estate—transparency on ownership is appropriate.

The Form 4 identifies Ms. Lucchese's dual role as officer and director and documents the restricted stock unit grant terms (three equal annual installments starting one year after grant), which is consistent with standard long-term incentive practices. The disclosure that 579,247 shares are held by the Estate of M. Richard Robinson Jr., and that Ms. Lucchese is a preliminary executor who disclaims beneficial ownership except for any pecuniary interest, is a material governance detail that clarifies the distinction between direct and indirect holdings. No departures from standard Section 16 reporting protocols are evident.

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^*

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)
09/23/2025

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	09/23/2025		A		20,946(1)	A	$25.78	109,595	D
Common Stock								579,247(2)	I	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 grant of restricted stock units that vest in three equal annual installments beginning with the first anniversary of the date of grant.

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	09/25/2025
	** 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 Iole Lucchese report on Form 4 for SCHL?

Ms. Lucchese reported the acquisition of 20,946 restricted stock units on 09/23/2025 at a reported price of $25.78 per share.

How many Scholastic (SCHL) shares does Iole Lucchese directly own after the reported transaction?

Following the reported award, Ms. Lucchese directly owns 109,595 shares.

What are the vesting terms for the restricted stock units granted to Iole Lucchese?

The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

What is the nature of the 579,247 shares mentioned in the filing?

Those 579,247 shares are held by the Estate of M. Richard Robinson Jr.; Ms. Lucchese is identified as a preliminary executor and disclaims beneficial ownership except to the extent of any pecuniary interest.

When was the Form 4 signed for this disclosure?

The Form 4 filing was signed on behalf of Iole Lucchese on 09/25/2025.