Scholastic Corporation filings document regulatory disclosures for a public children’s publishing, education and media company whose common stock trades on Nasdaq. Recent 8-K reports cover quarterly results, common-stock repurchase and tender-offer matters, dividend-related capital allocation context, and material events affecting the company’s balance sheet.
The filing record also includes completed sale-leaseback transactions involving corporate and distribution assets, annual meeting voting results, director elections, and amendments to stock-based compensation and management stock purchase plans. These disclosures describe Scholastic’s governance processes, equity-plan authorizations, capital structure, asset transactions, and formal reporting of operating results.
Kaya Henderson, a director of Scholastic Corp (SCHL), was granted 4,528 restricted stock units under the company's Outside Directors Stock Incentive Plan on 09/17/2025. Those units carry a reported per-share price of $27.60 and are scheduled to vest in full on the earlier of September 17, 2026 or the company's 2026 annual stockholder meeting. Following the grant, the filing shows Ms. Henderson beneficially owns 10,363 shares in total. The Form 4 indicates the grant is non-derivative restricted stock units awarded to a director as part of standard outside-director compensation.
Linda Li, a director of Scholastic Corporation (SCHL), received a grant of 4,528 restricted stock units on 09/17/2025. The Form 4 reports the award under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan at a reported price of $27.60 and shows 13,696 shares beneficially owned by Ms. Li after the grant. 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 behalf of Linda Li by an attorney-in-fact on 09/19/2025.
Scholastic Corporation director Verdell Walker was granted 4,528 restricted stock units (RSUs) on 09/17/2025 under the Amended and Restated Scholastic Corporation Outside Directors Stock Incentive Plan. The reported per-share price associated with the grant is $27.60. After the grant, Mr. Walker beneficially owns 14,839 shares directly. The RSUs are scheduled to vest on the earlier of September 17, 2026 or the company’s 2026 annual stockholder meeting, aligning his compensation with future shareholder outcomes.
Scholastic Corporation reported seasonal first-quarter results with consolidated revenue of $225.6 million, down from $237.2 million a year earlier, and a net loss of $71.1 million compared to a $62.5 million loss in the prior-year quarter. Loss per share was $2.83 versus $2.21. Segment performance was mixed: Children’s Book Publishing and Distribution revenue rose to $109.4 million (up $4.0 million), Education Solutions declined by $15.6 million due to delayed or reduced school funding, Entertainment declined $3.0 million, and International increased $2.4 million in local currency.
Operating cash used widened to $81.8 million from $41.9 million driven by higher inventory purchases (including tariffs), severance, tax and interest payments. Cash and equivalents were $94.3 million at August 31, 2025. Borrowings under the U.S. Credit Agreement were $325.0 million (weighted average rate 6.1%), with $74.6 million available under the facility. The company consolidated 9 Story (acquired June 20, 2024) and recognized $0.8 million of asset impairments in the quarter. Interim effective tax rate was 26.7% versus 31.9% a year earlier.
Scholastic Corporation furnished a current report describing the release of its quarterly financial results. On September 18, 2025, the company issued a press release covering its results of operations for the quarter ended August 31, 2025, which is attached as Exhibit 99.1.
The information in this report, including the exhibits, is being furnished to the SEC rather than filed under the Securities Act of 1933. The report is signed on behalf of Scholastic by Executive Vice President and Chief Financial Officer Haji L. Glover.
Scholastic Corporation will hold its virtual Annual Meeting on September 17, 2025 at 9:00 a.m. EDT. Only holders of record as of July 23, 2025 may vote; there were 828,100 shares of Class A Stock and 24,272,263 shares of Common Stock outstanding on the record date. Class A holders will vote to elect eight directors and on two equity-plan amendments; Common holders will vote to elect three directors.
The company filed an Amendment No. 1 correcting dates previously misstated on page 59 of the prior proxy. Compensation highlights include a fiscal 2025 Corporate Operating Income target of $44.54 million and actual Corporate Operating Income of $35.82 million (80.4% of target), producing an STIP funding payout equal to 60.84% of target. CEO Peter Warwick's target bonus is 125% of base salary; his fiscal 2025 cash bonus paid was $760,511 and his base salary was stated as $1,000,000. The proxy discloses concentrated Class A ownership by the Robinson family/estate, including 445,452 Class A shares (53.8% of Class A).
Scholastic (SCHL) filed its 2025 Definitive Proxy (DEF 14A) for the virtual Annual Meeting on 17 Sep 2025. Class A holders will vote on: (1) election of eight directors; (2) Amendment No. 1 to the 2017 Outside Director Stock Incentive Plan; (3) Amendment No. 2 to the Management Stock Purchase Plan. Common shareholders will elect three directors.
Control remains concentrated: only 828,100 Class A shares exist; the Estate of Richard Robinson/Iole Lucchese holds 53.8%, giving the Robinson family effective board control. On the common side, BlackRock owns 15.9%, Dimensional 7.6% and Vanguard 6.7%.
FY 2025 Corporate Operating Income was $35.8 m (80.4% of the $44.5 m target), triggering 60.84% STIP funding. CEO Peter Warwick received $3.3 m total pay: $1.0 m salary, $0.76 m bonus and $1.38 m equity (RSUs/PSUs). His employment agreement now rolls annually through July 2026 and raises base salary to $1.1 m from Aug 2025. Amendments to director and management equity plans could increase share-based compensation capacity. No material Section 16 filing issues were noted (one late Form 4).
For FY 2026 the STIP raises the Corporate Operating Income hurdle to $59.9 m and retains a 150% maximum payout. Governance practices include fully independent HRCC oversight of pay, mandatory director independence and virtual shareholder access.