SCHL Form 4: Officer Sold 291 Shares at $26.80 for Tax Withholding

Paul Hukkanen, SVP and Chief Accounting Officer of Scholastic Corp (SCHL), reported a transaction on 09/26/2025 in which 291 shares of Common Stock were disposed of at a price of $26.80 per share.

Rhea-AI Filing Summary

Paul Hukkanen, SVP and Chief Accounting Officer of Scholastic Corp (SCHL), reported a transaction on 09/26/2025 in which 291 shares of Common Stock were disposed of at a price of $26.80 per share. The Form 4 shows 14,019 shares beneficially owned after the transaction. The filing includes an explanation that the shares were withheld to cover taxes due upon the vesting of 947 restricted stock units, indicating this was a tax-withholding sale rather than an open-market diversification. The form was signed on 09/30/2025 by an attorney-in-fact.

Positive

• Disclosure is specific: transaction date, amount, price and post-transaction ownership are provided
• Transaction is routine tax withholding: the filing explains shares were withheld to cover taxes on 947 vested RSUs
• Officer retains meaningful stake: 14,019 shares remain beneficially owned after the disposition

Negative

• None.

Insights

Financial Analyst

TL;DR Routine tax-withholding sale by an officer; not a signal of material change in ownership.

The disposition of 291 shares at $26.80 to satisfy tax obligations from the vesting of 947 restricted stock units is a common administrative transaction. The officer retains a substantial position of 14,019 shares after the transaction, so this filing does not materially change beneficial ownership or indicate a strategic shift. No derivative transactions or additional dispositions are disclosed.

Corporate Governance Expert

TL;DR Transaction appears procedural and compliant with Section 16 reporting requirements.

The Form 4 uses transaction code F and includes an explicit explanation that shares were withheld for tax withholding on vested RSUs. This matches accepted practice for executive compensation settlements. The filing is timely and properly signed by an attorney-in-fact, suggesting appropriate governance and disclosure controls.

Insider Trade Summary

Exercise Price or Tax Liability: 291 shares

Exercise Price or Tax Liability 1 txn

Insider Hukkanen Paul

Role SVP, CHIEF ACCT OFF

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	291	$26.80	$8K

Holdings After Transaction: Common Stock — 14,019 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld to cover taxes owed upon the vesting of 947 restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Paul Hukkanen report on his Form 4 for SCHL?

He reported a disposition of 291 shares on 09/26/2025 at $26.80 per share and beneficial ownership of 14,019 shares after the transaction.

Why were the 291 shares disposed according to the filing?

The filing explanation states the shares were withheld to cover taxes owed upon the vesting of 947 restricted stock units.

What is Paul Hukkanen's role at Scholastic (SCHL)?

The Form 4 identifies him as an Officer, specifically SVP, Chief Accounting Officer.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 09/30/2025.

Does this Form 4 show any derivative transactions or exercises?

No. Table II for derivative securities contains no reported transactions; only a non-derivative disposition is recorded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/30/2025 - 04:05 PM EDT Learn about SEC filing dates

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^*

Hukkanen Paul

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CHIEF ACCT OFF

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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	09/26/2025		F		291(1)	D	$26.8	14,019	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 947 restricted stock units.

	/s/ Paul Hukkanen by Andrew S. Hedden, Esq., Attorney-in-Fact	09/30/2025
	** 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.