Welcome to our dedicated page for Scholastic SEC filings (Ticker: SCHL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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.
Scholastic Corporation reported a sharply stronger third quarter of fiscal 2026 driven by a large real estate sale‑leaseback gain, despite slightly lower revenue. Revenues for the quarter were $329.1 million versus $335.4 million a year earlier, while diluted earnings per share rose to $2.55 from a loss of $0.13.
The Company sold its New York SoHo headquarters and Jefferson City, Missouri distribution center, generating pre‑tax net proceeds of $452.4 million and a pre‑tax gain of $118.2 million. These proceeds were used to fully repay borrowings under its U.S. Credit Agreement and fund $131.8 million of share repurchases over nine months, leaving only $5.6 million of other debt outstanding as of February 28, 2026.
Operationally, year‑to‑date revenue was $1,105.8 million, slightly below $1,117.2 million in the prior period. Children’s Book Publishing and Distribution grew on stronger school reading events, while Education Solutions faced weaker curriculum and subscription demand. Entertainment revenue was modestly lower year‑to‑date but benefited from higher third‑quarter production revenues. International performance was mixed, with Dog Man title timing and currency movements affecting results.
Scholastic Corporation reported fiscal 2026 third-quarter revenue of $329.1 million, down 2% from a year ago, and a diluted EPS of $2.55 versus a loss of $0.13, driven largely by a $119.8 million gain on real-estate sale-leaseback transactions.
Adjusted EBITDA was $0.0 million, compared with $6.0 million last year, but would have been $6.7 million excluding the $6.7 million sale-leaseback impact. Year-to-date revenue was $1,105.8 million, down 1%, while adjusted EBITDA rose to $66.8 million, reflecting stronger Children’s Book Publishing and lower overhead.
The company generated over $400 million in net sale-leaseback proceeds, lifting net cash to $90.6 million from net debt of $189.4 million. The Board approved a new $300 million share repurchase authorization, including a planned $200 million modified Dutch auction tender at $36–$40 per share, alongside a long-term net leverage target of 2.0–2.5x Adjusted EBITDA and reaffirmed full-year Adjusted EBITDA guidance of $146–$156 million and free cash flow expected to exceed $430 million.
Scholastic Corporation reported fiscal 2026 third-quarter revenue of $329.1 million, down 2% from a year ago, and a diluted EPS of $2.55 versus a loss of $0.13, driven largely by a $119.8 million gain on real-estate sale-leaseback transactions.
Adjusted EBITDA was $0.0 million, compared with $6.0 million last year, but would have been $6.7 million excluding the $6.7 million sale-leaseback impact. Year-to-date revenue was $1,105.8 million, down 1%, while adjusted EBITDA rose to $66.8 million, reflecting stronger Children’s Book Publishing and lower overhead.
The company generated over $400 million in net sale-leaseback proceeds, lifting net cash to $90.6 million from net debt of $189.4 million. The Board approved a new $300 million share repurchase authorization, including a planned $200 million modified Dutch auction tender at $36–$40 per share, alongside a long-term net leverage target of 2.0–2.5x Adjusted EBITDA and reaffirmed full-year Adjusted EBITDA guidance of $146–$156 million and free cash flow expected to exceed $430 million.
Scholastic Corporation plans a modified Dutch auction tender offer to repurchase up to $200 million of its common stock. The company expects to buy shares at cash prices between $36.00 and $40.00 per share, less applicable taxes and without interest.
The offer is expected to begin on March 23, 2026 and is scheduled to expire at 5:00 p.m. New York City time on April 20, 2026, unless extended or terminated earlier. Scholastic expects to fund the repurchase with cash on hand and borrowings under its revolving credit facility.
The Board frames this as a next step in its capital allocation strategy following recent real estate transactions, aiming to return cash to shareholders while managing the balance sheet. The tender has not yet commenced and will proceed only on the terms set out in formal offer documents to be filed on Schedule TO.
Scholastic Corporation plans a modified Dutch auction tender offer to repurchase up to $200 million of its common stock. The company expects to buy shares at cash prices between $36.00 and $40.00 per share, less applicable taxes and without interest.
The offer is expected to begin on March 23, 2026 and is scheduled to expire at 5:00 p.m. New York City time on April 20, 2026, unless extended or terminated earlier. Scholastic expects to fund the repurchase with cash on hand and borrowings under its revolving credit facility.
The Board frames this as a next step in its capital allocation strategy following recent real estate transactions, aiming to return cash to shareholders while managing the balance sheet. The tender has not yet commenced and will proceed only on the terms set out in formal offer documents to be filed on Schedule TO.
Scholastic Corporation director Iole Lucchese filed a Schedule 13D reporting beneficial ownership of 1,237,661 common shares, or 5.5% of the class. This stake includes 579,247 common shares and 445,452 Class A shares held by the Estate of M. Richard Robinson Jr., which are immediately convertible into common shares, plus 164,782 currently exercisable options held by Lucchese.
Lucchese became an executor of the estate through court appointment, so the increased stake arose through operation of law rather than open‑market purchases. As board chair and a senior executive, she notes she has no current specific plans for corporate actions but may change intentions based on future conditions.
Scholastic Corporation received an updated ownership report from shareholder Barbara Robinson Buckland. She reports beneficial ownership of 1,660,125 shares of Scholastic’s common stock, representing 6.8% of the outstanding class.
This total includes 220,090 shares held directly and shares held through the Maurice R. Robinson Trust. The trust holds 1,115,725 common shares and 324,310 shares of Class A stock that are convertible into an equal number of common shares. Buckland, two siblings, and Andrew S. Hedden share voting and investment power over the trust’s holdings.
Scholastic Corporation investor Florence Robinson Ford filed an amended Schedule 13G reporting beneficial ownership of 1,440,035 shares of Scholastic common stock, representing 5.9% of the class as of the event date.
The position is held entirely through the Maurice R. Robinson Trust, where Ford, two siblings, and Andrew S. Hedden share voting and investment power. It includes 1,115,725 common shares and 324,310 additional common shares issuable upon conversion of an equal number of Class A shares on a share-for-share basis. Ford reports no sole voting or dispositive power and excludes shares owned directly or in trust for her children, which she disclaims.
Scholastic Corporation received an amended ownership report from Andrew S. Hedden showing beneficial ownership of 1,729,766 shares of common stock, representing 7.0% of the class as of 12/31/2025.
The holding includes 57,303 shares owned directly, 123,609 options to acquire common stock, and large positions held through the Maurice R. Robinson Trust, the Richard Robinson Charitable Trust, and the Richard Robinson Family Trust. Hedden has sole voting and dispositive power over 180,912 shares and shared voting and dispositive power over 1,548,854 shares.
Scholastic Corporation shareholder Mary Sue Robinson Morrill reports beneficial ownership of 2,302,373 shares of Scholastic common stock, representing 9.3% of the class. This stake is held entirely through various family and charitable trusts, with no shares owned directly.
She has sole voting and dispositive power over 466,676 shares and shared voting and dispositive power over 1,835,697 shares. The position includes shares of Class A Stock that are convertible into common stock on a one-for-one basis and excludes additional family-held shares for which she disclaims beneficial ownership.
Scholastic Corporation completed previously announced sale-leaseback transactions for its New York City headquarters at 555-557 Broadway and its primary distribution facility in Jefferson City, Missouri. According to the attached press release, these transactions generated estimated net proceeds of $401 million after taxes, fees and other transaction-related expenses, giving the company substantial additional cash while it continues to occupy the properties under long-term leases.
Under the SoHo Lease, Scholastic will lease floors six through twelve of the SoHo building for an initial 15-year term with two 10-year renewal options, with total Fixed Rent of $333,059,306.47 over the initial term plus a share of increases in operating expenses, property taxes and insurance. For the Jefferson City facility, Scholastic entered into a 20-year triple net lease with two 10-year renewal options, starting with approximately $6,886,000 in annual base rent, which will be adjusted each year based on changes in CPI subject to a 4% cap and 1% collar.
Scholastic Corporation completed previously announced sale-leaseback transactions for its New York City headquarters at 555-557 Broadway and its primary distribution facility in Jefferson City, Missouri. According to the attached press release, these transactions generated estimated net proceeds of $401 million after taxes, fees and other transaction-related expenses, giving the company substantial additional cash while it continues to occupy the properties under long-term leases.
Under the SoHo Lease, Scholastic will lease floors six through twelve of the SoHo building for an initial 15-year term with two 10-year renewal options, with total Fixed Rent of $333,059,306.47 over the initial term plus a share of increases in operating expenses, property taxes and insurance. For the Jefferson City facility, Scholastic entered into a 20-year triple net lease with two 10-year renewal options, starting with approximately $6,886,000 in annual base rent, which will be adjusted each year based on changes in CPI subject to a 4% cap and 1% collar.
Scholastic Corporation filed a current report to furnish a press release that announces its financial results for the quarter ended November 30, 2025. The company states that the press release, dated December 18, 2025 and attached as Exhibit 99.1, contains its results of operations and financial condition for that period. The information is being furnished to the SEC and is not incorporated by reference into other securities law filings.
Scholastic Corporation filed a current report to furnish a press release that announces its financial results for the quarter ended November 30, 2025. The company states that the press release, dated December 18, 2025 and attached as Exhibit 99.1, contains its results of operations and financial condition for that period. The information is being furnished to the SEC and is not incorporated by reference into other securities law filings.