[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey Mathews, EVP & Chief Growth Officer of Scholastic Corporation (SCHL), reported an acquisition of 14,313 restricted stock units on 09/23/2025 at an indicated price of $25.78 per share. The filing shows these awards are restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date, meaning the economic benefit will be realized over three years as vesting occurs.

After the grant, Mathews beneficially owns 65,684 shares in total. The Form 4 was executed by an attorney-in-fact and signed on 09/25/2025. The filing identifies Mathews as both an officer (EVP, Chief Growth Officer) and a director.

Positive

• Grant of 14,313 restricted stock units increases executive ownership and aligns interests with shareholders
• Total beneficial ownership increased to 65,684 shares, reflecting greater insider stake
• RSUs vest in three equal annual installments, providing multi-year retention incentives

Negative

• None.

Insights

Securities Analyst

TL;DR: Executive received a multi-year restricted stock unit grant, increasing beneficial ownership to 65,684 shares.

The reported grant of 14,313 restricted stock units aligns with typical executive compensation structures that tie value to share performance and retention via time-based vesting.

Because the units vest in three equal annual tranches, the grant vests gradually, preserving retention incentives and aligning the executive's interests with shareholders over multiple years. The filing does not disclose any sale or exercise activity, only an award grant, and it was filed as required under Section 16.

Corporate Governance Expert

TL;DR: Time‑based RSUs reinforce retention and alignment; no immediate liquidity event reported.

The disclosure clearly states the instrument is an RSU with three-year time-based vesting, a common practice to encourage continued service. The increase to 65,684 beneficially owned shares improves insider alignment but does not provide immediate share dilution or sale details. The report was executed by an attorney-in-fact, which is routine for timely filings.

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
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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^*

Mathews Jeffrey

(Last) (First) (Middle)

C/O CORPORATE SECRETARY, 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CHIEF GROWTH 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		14,313(1)	A	$25.78	65,684	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 grant of restricted stock units that vest in three equal annual installments beginning with the first anniversary of the date of grant.

	/s/ Jeffrey Mathews 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 did Jeffrey Mathews report on the Form 4 for SCHL?

He reported a grant of 14,313 restricted stock units on 09/23/2025, increasing his beneficial ownership to 65,684 shares.

When do the restricted stock units vest?

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

What is Jeffrey Mathews' role at Scholastic (SCHL)?

He is listed as EVP, Chief Growth Officer and is identified as an officer in the Form 4 filing.

Was there any sale or disposition reported in this Form 4?

No. The Form 4 reports an acquisition (grant) of RSUs, not a sale or disposition.

When was the Form 4 signed?

The filing was signed by an attorney-in-fact on 09/25/2025.