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[Form 4] SCHOLASTIC CORP Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Scholastic Corp (SCHL) director Milena Alberti-Perez received a grant of 4,528 restricted stock units on 09/17/2025 under the Outside Directors Stock Incentive Plan. The grant is recorded as an acquisition of Common Stock units at a reported price of $27.60 and increases her beneficial ownership to 5,312 shares on a direct basis. The restricted stock units are scheduled to vest on the earlier of September 17, 2026 or the company\'s 2026 annual stockholder meeting. The Form 4 was signed on 09/19/2025 by an attorney-in-fact.

Positive

  • Timely disclosure of the equity grant via Form 4, filed and signed within two days of the transaction date
  • Standard vesting schedule tied to service or the next annual meeting, consistent with common governance practices

Negative

  • None.

Insights

TL;DR: Routine director equity grant increases direct holdings modestly; not immediately dilutive or material to financials.

The reported grant of 4,528 restricted stock units is a standard compensation tool for outside directors and raises Ms. Alberti-Perez\'s direct beneficial ownership to 5,312 shares. At the reported $27.60 price, the grant has a nominal dollar value but is not presented as an option or cash transaction affecting cash flow. There is no information about acceleration, special performance conditions, or additional grants to other insiders in this filing, so the impact on outstanding share count and EPS is likely immaterial absent broader disclosure.

TL;DR: Governance-wise this is a routine outside director award with standard vesting tied to service or the next annual meeting.

The disclosure specifies the grant under the Amended and Restated Outside Directors Stock Incentive Plan with vesting on the earlier of one year or the 2026 annual meeting, which is typical for non-employee directors. The direct ownership reporting and timely Form 4 filing by attorney-in-fact comply with Section 16 reporting requirements. No red flags such as accelerated vesting events, related-party arrangements, or unusual transfer terms are described in this document.

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*
Alberti-Perez Milena

(Last) (First) (Middle)
C/O CORP. 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)
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 5,312 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/ Milena Alberti-Perez, by Adrew S. Hedden, 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 Milena Alberti-Perez disclose on Form 4 for SCHL?

She disclosed a grant of 4,528 restricted stock units acquired on 09/17/2025, increasing her direct beneficial ownership to 5,312 shares.

When do the restricted stock units vest?

The units vest on the earlier of September 17, 2026 or the date of the company\\'s 2026 annual stockholder meeting.

What price was reported for the grant on the Form 4?

The grant is reported with a price of $27.60 per share in the Form 4 record.

Is the reported ownership direct or indirect?

The Form 4 indicates direct (D) ownership following the reported transaction.

Who signed the Form 4 and when?

The Form 4 was signed by Milena Alberti-Perez via attorney-in-fact Andrew S. Hedden on 09/19/2025.
Scholastic Corp

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