[Form 4] SCHOLASTIC CORP Insider Trading Activity

Rhea-AI Filing Summary

James W. Barge, a director of Scholastic Corp (SCHL), was granted 4,528 restricted stock units under the companys Outside Directors Stock Incentive Plan on 09/17/2025 at a reported price of $27.60 per share. After the grant, he beneficially owns 35,667 shares directly. The restricted stock units are scheduled to vest on the earlier of September 17, 2026 or the date of Scholastics 2026 annual stockholder meeting, according to the filing. The Form 4 was submitted by an attorney-in-fact on behalf of Mr. Barge.

Positive

• Director equity grant aligns management and shareholder interests by increasing insider ownership
• Clear vesting schedule (earlier of Sept 17, 2026 or 2026 annual meeting) provides retention incentive

Negative

• No material negative events disclosed in this filing

Insights

Corporate Governance Expert

TL;DR: Director grant of RSUs aligns compensation with shareholder interests and carries a one-year vesting horizon tied to the next annual meeting.

The grant of 4,528 restricted stock units to a director is a routine equity-based compensation action for outside directors, designed to align long-term interests with shareholders. The vesting condition—earlier of a one-year date or the 2026 annual meeting—creates a defined retention horizon. The reported ownership of 35,667 shares post-grant increases the director's stake, modestly strengthening alignment without indicating material dilution at the company level. No derivative transactions, dispositions, or unusual terms are disclosed.

Securities Compensation Analyst

TL;DR: This is a standard non-derivative RSU award for an outside director with customary vesting; not immediately dilutive until settlement.

The Form 4 reports a non-derivative award under the Amended and Restated Outside Directors Stock Incentive Plan. The price reported ($27.60) likely reflects grant accounting reference but the instrument is an RSU scheduled to vest in full within roughly one year. For investors, such grants are typical and signal routine governance compensation; there is no indication of accelerated vesting, hedging, or related-party sales. The transaction does not by itself suggest material impact on earnings or capital structure.

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^*

BARGE JAMES W

(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	35,667	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 SCHL director James W. Barge receive in this Form 4?

He was granted 4,528 restricted stock units (RSUs) under the Outside Directors Stock Incentive Plan.

How many SCHL shares does James W. Barge beneficially own after the transaction?

He beneficially owns 35,667 shares following the reported transaction.

When do the granted SCHL RSUs vest?

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

What transaction date is reported on the Form 4 for this SCHL grant?

The transaction date reported is 09/17/2025.

Was this a cash purchase or a grant for SCHL securities?

This filing reports a grant of RSUs (non-derivative securities acquired), not a cash purchase of common stock.