Scholastic CFO covers taxes with share withholding

Scholastic Corp executive Haji Glover reported a routine tax-withholding transaction related to equity compensation.

Rhea-AI Filing Summary

Scholastic Corp executive Haji Glover reported a routine tax-withholding transaction related to equity compensation. On the vesting of 1,020 restricted stock units, 422 shares of common stock were withheld to cover taxes, rather than sold in the open market. Following this non-market disposition, Glover directly holds 25,322 shares of Scholastic common stock. This filing reflects standard handling of tax obligations on stock-based awards, not an active decision to buy or sell shares.

Insider Trade Summary

Exercise Price or Tax Liability: 422 shares

Exercise Price or Tax Liability 1 txn

Insider Glover Haji

Role EVP & CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	422	$34.78	$15K

Holdings After Transaction: Common Stock — 25,322 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld to cover taxes owed upon the vesting of 1,020 restricted stock units.

FAQ

What insider transaction did Scholastic (SCHL) CFO Haji Glover report?

Haji Glover reported a tax-related share withholding, not an open-market trade. 422 common shares were withheld to cover taxes triggered when 1,020 restricted stock units vested, a routine equity compensation event rather than a discretionary buy or sell.

How many Scholastic (SCHL) shares were withheld for taxes in this Form 4?

The Form 4 shows 422 Scholastic common shares withheld to satisfy tax obligations. This occurred when 1,020 restricted stock units vested, and represents a non-market disposition rather than a sale to outside investors on an exchange.

How many Scholastic (SCHL) shares does Haji Glover hold after this transaction?

After the tax-withholding transaction, Haji Glover directly holds 25,322 shares of Scholastic common stock. This figure reflects his position following the 422-share withholding tied to the vesting of 1,020 restricted stock units reported in the Form 4.

Was the Scholastic (SCHL) CFO’s Form 4 a stock sale in the open market?

No, the Form 4 reports shares withheld for taxes, not an open-market sale. The 422 shares were retained by the company to cover tax liabilities from vesting restricted stock units, a standard administrative process for equity compensation.

What triggered the tax withholding reported in Scholastic (SCHL) CFO’s Form 4?

The withholding was triggered when 1,020 restricted stock units vested for Haji Glover. To cover the resulting tax liability, 422 common shares were withheld, with the remainder of the vested units effectively delivered as stock holdings.

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Accepted by SEC EDGAR 03/25/2026 - 05:27 PM 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Glover Haji

(Last) (First) (Middle)

C/O CORP. SECRETARY, SCHOLASTIC CORP

557 BROADWAY

(Street)

NEW YORK NEW YORK 10012

(City) (State) (Zip)

UNITED STATES

(Country)

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 FINANCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	01/22/2026		F		422(1)	D	$34.78	25,322	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 1,020 restricted stock units.

	/s/ Haji Glover by Andrew S. Hedden, Attorney-in-Fact	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)