[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Robert Louis Dumont, a director of Scholastic Corporation (SCHL), received a grant of 4,528 restricted stock units under the company’s Outside Directors Stock Incentive Plan. The awards are scheduled to vest on the earlier of September 17, 2026 or the date of the company’s 2026 annual stockholder meeting. Following the grant, Mr. Dumont beneficially owns 15,162 shares of common stock. The report records the acquisition at an indicated per-share value of $27.60.

Positive

• Director alignment: Grant of 4,528 restricted stock units aligns director interests with shareholders through equity compensation.
• Clear vesting terms: Awards vest on the earlier of one year or the 2026 annual meeting, providing transparent retention incentives.
• Full disclosure: Form 4 reports acquisition amount, post-grant beneficial ownership (15,162 shares), and per-share value ($27.60).

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant increases insider alignment without indicating material change to operations or capital structure.

The 4,528 restricted stock units represent a standard form of non-cash compensation for outside directors designed to align interests with shareholders. Vesting is time- and event-based (one year or next annual meeting), which is customary and ties retention to a measurable milestone. The post-grant beneficial ownership of 15,162 shares is modest relative to a typical public company float and is unlikely to materially affect earnings per share or capital structure. No derivative securities or disposals are reported, indicating a straightforward, non-levered award.

Corporate Governance Expert

TL;DR: Compensation appears consistent with common governance practices for outside directors and includes a clear vesting schedule.

The grant under the Amended and Restated Outside Directors Stock Incentive Plan follows accepted governance practices by using restricted stock units that vest on a defined schedule tied to tenure or a shareholder meeting. This approach supports director retention and aligns incentives with shareholder outcomes. The filing discloses the award size, vesting condition, and resulting beneficial ownership, meeting disclosure expectations for Section 16 reporting. There are no indications of unusual acceleration clauses or related-party transactions disclosed in this form.

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^*

Dumont Robert Louis

(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
	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	15,162	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/ Robert Louis Dumont, 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 did SCHL director Robert Louis Dumont receive?

He received 4,528 restricted stock units under the Outside Directors Stock Incentive Plan.

When do the restricted stock units vest?

They vest on the earlier of September 17, 2026 or the company’s 2026 annual stockholder meeting.

How many shares does Mr. Dumont beneficially own after the grant?

He beneficially owns 15,162 shares following the reported transaction.

What per-share value is indicated for the grant on the Form 4?

The form indicates a value of $27.60 per share for the reported acquisition.

Was this Form 4 reporting an acquisition or a disposition?

The Form 4 reports an acquisition (grant) of restricted stock units.