[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Scholastic Corporation director Andres A. Alonso received a grant of 4,528 restricted stock units (RSUs) on 09/17/2025 under the company's Outside Directors Stock Incentive Plan at a reported price of $27.60 per share. Following the grant, Mr. Alonso directly beneficially owns 21,189 shares. The RSUs are scheduled to vest on the earlier of September 17, 2026 or the date of the company's 2026 annual meeting. The Form 4 was executed on behalf of the reporting person by an attorney-in-fact on 09/19/2025. The filing documents a routine non-derivative compensation grant to a director.

Insights

Corporate Governance Expert

TL;DR: A routine director compensation grant of RSUs aligns director pay with shareholder value without indicating material change.

The 4,528 RSU award follows standard outside-director equity compensation practices and vests over a typical one-year horizon tied to either a calendar date or the next annual meeting. This structure encourages retention and alignment with long-term shareholder interests. There is no indication of accelerated vesting, performance conditions, or a cashless exercise feature in the filing. The reported direct ownership of 21,189 shares provides context on the director's current stake but is not large enough on its own to suggest significant control or influence.

Securities Analyst

TL;DR: Transaction is a routine, non-material issued RSU grant to a director; it is disclosure-compliant and unlikely to move markets.

The Form 4 records a non-derivative acquisition of 4,528 RSUs at a reported price of $27.60 on 09/17/2025, increasing the director's direct holdings to 21,189 shares. As a standard equity grant to an outside director under the company plan, this is a non-cash compensation event with vesting tied to a one-year timeframe. No derivative positions, option exercises, or disposals are reported. From a market-impact perspective, the position size and nature of the award appear immaterial.

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

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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^*

Alonso Andres A

(Last) (First) (Middle)

C/O CORPORATE SECRETARY,

SCHOLASTIC CORPORATION, 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	21,189	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/ James W. Barge 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 Andres A. Alonso acquire according to the Form 4 for SCHL?

The filing reports a grant of 4,528 restricted stock units (RSUs) on 09/17/2025 under the Outside Directors Stock Incentive Plan.

When do the RSUs awarded to the director vest?

The RSUs vest on the earlier of September 17, 2026 or the date of Scholastic's 2026 annual stockholder meeting.

How many Scholastic shares does the reporting person own after the transaction?

Following the reported transaction the director directly beneficially owns 21,189 shares.

What price is disclosed on the Form 4 for the RSU grant?

The Form 4 lists a price of $27.60 associated with the reported RSU grant.

Was this Form 4 filed individually or on behalf of multiple reporting persons?

The filing indicates it was filed by one reporting person.