[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

Iole Lucchese, EVP & Chief Strategy Officer and director of Scholastic Corporation (SCHL), reported a transaction dated 09/26/2025 on Form 4. The filing discloses 1,582 shares of Common Stock were disposed of at $26.80 per share, representing shares withheld to cover taxes on the vesting of 3,247 restricted stock units. After the transaction, Ms. Lucchese directly beneficially owns 108,013 shares. The filing also shows 579,247 shares held indirectly by the Estate of M. Richard Robinson Jr., of which Ms. Lucchese is a preliminary executor and for which she disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

• Timely disclosure of RSU vesting and tax-withholding disposition dated 09/26/2025
• Clear reporting of both direct holdings (108,013 shares) and indirect estate-held position (579,247 shares)
• Explicit disclaimer of beneficial ownership for estate-held shares, clarifying legal relationships

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax-withholding sale disclosed; maintains transparency on direct and estate-held indirect ownership.

The Form 4 documents a routine withholding of shares to satisfy tax obligations when restricted stock units vested. Reporting the 1,582-share disposition at $26.80 is standard practice and provides clarity on the change in Ms. Lucchese's direct holdings, which stand at 108,013 shares post-transaction. The filing also clearly identifies a substantial indirect position (579,247 shares) held by the Estate of M. Richard Robinson Jr., and includes the reporter's disclaimer of beneficial ownership except for any pecuniary interest. For governance purposes, timely and accurate disclosure of both direct and indirect holdings and the executor relationship is important for transparency.

Securities Analyst

TL;DR: Small, non-cash share disposition for tax purposes; no change to overall control or material stake disclosed.

The transaction is a tax-withholding disposition tied to the vesting of 3,247 RSUs; 1,582 shares were delivered at $26.80 to cover withholding. Such transactions typically do not signal trading intent and are non-cash compliance actions rather than market-driven sales. Post-transaction direct ownership is 108,013 shares, while an indirect block of 579,247 shares remains held by the named estate. This split between direct and estate-held indirect holdings is explicitly stated, and the report includes the required disclaimer regarding beneficial ownership of the estate-held securities.

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
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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^*

Lucchese Iole

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CHIEF STRATEGY OFFICER

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		1,582(1)	D	$26.8	108,013	D
Common Stock								579,247(2)	I	Estate of M. Richard Robinson

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 3,247 restricted stock units.

2. As previously disclosed, Ms. Lucchese is a preliminary executor of the Estate of M. Richard Robinson, Jr. These securities are held by the Estate of M. Richard Robinson Jr. Ms. Lucchese disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

	/s/ Iole Lucchese 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.
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FAQ

What transaction did Iole Lucchese report on Form 4 for SCHL?

The Form 4 reports a 09/26/2025 disposition of 1,582 shares at $26.80 per share, representing shares withheld for taxes on RSU vesting.

How many shares does Iole Lucchese directly beneficially own after the transaction?

Following the reported transaction, Ms. Lucchese directly beneficially owns 108,013 shares of Scholastic common stock.

Why were 1,582 shares disposed of according to the filing?

The filing explains those shares were withheld to cover taxes owed upon the vesting of 3,247 restricted stock units.

What is the nature of the 579,247 shares listed in the Form 4?

The 579,247 shares are held indirectly by the Estate of M. Richard Robinson Jr.; Ms. Lucchese is a preliminary executor and disclaims beneficial ownership except for any pecuniary interest.

Does the Form 4 indicate any market-sale or discretionary trading by Ms. Lucchese?

No; the reported disposition is described as share withholding for taxes related to RSU vesting, not a market sale for cash proceeds.