[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Kaya Henderson, a director of Scholastic Corp (SCHL), was granted 4,528 restricted stock units under the company's Outside Directors Stock Incentive Plan on 09/17/2025. Those units carry a reported per-share price of $27.60 and are scheduled to vest in full on the earlier of September 17, 2026 or the company's 2026 annual stockholder meeting. Following the grant, the filing shows Ms. Henderson beneficially owns 10,363 shares in total. The Form 4 indicates the grant is non-derivative restricted stock units awarded to a director as part of standard outside-director compensation.

Positive

• Director received 4,528 restricted stock units, indicating alignment with shareholder interests through equity compensation
• Beneficial ownership increased to 10,363 shares after the reported grant
• Vesting tied to a fixed date or annual meeting, implying time-based retention rather than contingent performance vesting

Negative

• None.

Insights

Financial Analyst

TL;DR: Director awarded 4,528 RSUs, raising beneficial ownership to 10,363 shares; this is routine director compensation.

The grant of 4,528 restricted stock units at a reported price of $27.60 appears to be a standard outside-director equity award under the Amended and Restated Outside Directors Stock Incentive Plan. The units vest on a single date tied to either a one-year anniversary or the 2026 annual meeting, indicating time-based retention incentives rather than performance-based pay. The change increases the director's beneficial holdings to 10,363 shares, reflecting alignment of a board member with shareholder interests without disclosing any accelerated vesting or special terms in the filing.

Corporate Governance Expert

TL;DR: This Form 4 documents a routine director RSU grant with a standard vesting schedule; no governance red flags shown.

The filing specifies the award is granted under the company’s outside-director plan and vests on a defined schedule, which is typical for non-employee directors. The Form 4 does not disclose any unusual deal terms, related-party transactions, or immediate disposition of shares. Based solely on the filing’s content, this transaction constitutes customary compensation to retain independent directors and increase their equity stake in the company.

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).

1. Name and Address of Reporting Person^*

Henderson Kaya

(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/ Kaya Henderson, 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 did SCHL director Kaya Henderson report on Form 4?

The Form 4 reports a grant of 4,528 restricted stock units under the Amended and Restated Outside Directors Stock Incentive Plan.

How many shares does Kaya Henderson beneficially own after the reported transaction?

The filing shows Ms. Henderson beneficially owns 10,363 shares following the grant.

What is the vesting schedule for the RSUs reported by SCHL (Kaya Henderson)?

All RSUs are scheduled to vest on the earlier of September 17, 2026 or the date of the company's 2026 annual stockholder meeting.

What price was reported for the restricted stock units in the SCHL Form 4?

The Form 4 reports a price of $27.60 per share associated with the grant.

Was the Form 4 filing for Kaya Henderson made individually or jointly?

The filing indicates it was a Form filed by one reporting person.