SCHL Form 4: 176 Shares Withheld for Taxes from 486 RSUs

Rhea-AI Filing Summary

Chris Lick, Executive Vice President and General Counsel of SCHOLASTIC CORP (SCHL), reported a disposition of 176 shares of common stock on 10/01/2025 at a price of $27.69 per share. After the transaction, he beneficially owns 12,574 shares directly. The Form 4 explanation states these 176 shares were withheld to cover taxes related to the vesting of 486 restricted stock units. The filing is signed by an attorney-in-fact on behalf of Mr. Lick on 10/02/2025. The entry uses transaction code F (often indicating a sale to cover tax withholding) and shows no derivative transactions reported.

Positive

• 12,574 shares remain beneficially owned by the reporting person after the transaction
• Disposition was a tax-withholding action related to 486 vested restricted stock units, not an explicit open-market sale for cash

Negative

• A disposition of 176 shares occurred on 10/01/2025 at $27.69 per share
• The transaction required withholding, indicating a taxable vesting event for 486 RSUs

Insights

Corporate Governance Analyst

Insider withheld shares to satisfy taxes; retains 12,574 shares.

The Form 4 discloses a 10/01/2025 disposition of 176 common shares at $27.69, with an explanation that the shares were withheld to cover taxes on 486 vested restricted stock units. This transaction is reported under code F, consistent with tax-withholding actions rather than an open-market sale for liquidity.

Retention of 12,574 shares after the withholding maintains ongoing insider ownership and shows the transaction was administrative in nature. The filing was executed by an attorney-in-fact and contains no additional derivative transactions.

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^*

Lick Chris

(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)
	EVP, GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F		176(1)	D	$27.69	12,574	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 486 restricted stock units.

	/s/ Chris Lick by Andrew S. Hedden, Esq., Attorney-in-Fact	10/02/2025
	** 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 the SCHL Form 4 filed for Chris Lick report?

The Form 4 reports a disposition of 176 shares on 10/01/2025 at $27.69, leaving 12,574 shares beneficially owned.

Why were 176 shares disposed of according to the filing?

The filing states the 176 shares were withheld to cover taxes owed upon the vesting of 486 restricted stock units.

What transaction code is used and what does it indicate?

Transaction code F is reported; in this filing it corresponds to shares withheld to satisfy tax obligations on vested awards.

Does the Form 4 report any option or derivative activity for SCHL?

No. Table II lists no derivative securities; only the non-derivative common stock disposition is reported.

When was the Form 4 signed and by whom?

The form is signed by an attorney-in-fact for Chris Lick on 10/02/2025.