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 reports fiscal 2026 revenue of $1,581.9 million, down from $1,625.5 million in 2025. Children’s Book Publishing and Distribution generated 61.0% of revenue, Education 16.9%, International 17.5% and Entertainment 4.2%, the latter reflecting the 9 Story Media Group acquisition.
The company describes a global footprint across school-based book fairs and clubs, trade publishing, U.S. education programs and international operations in Canada, the U.K., Australia, New Zealand and Asia. It completed sale-and-leaseback transactions for its New York SoHo headquarters and Jefferson City, Missouri distribution center, moving both key facilities onto long-term leases.
Risk disclosures emphasize shifts in education funding and policy, rapid advances in generative AI affecting publishing and instructional markets, cybersecurity and privacy compliance, evolving ESG and climate-reporting rules, and dependence on federal education programs and Canadian production tax credits. Control of voting power remains concentrated via Class A stock held by the estate of the former CEO.
Scholastic Corp President & CEO Peter Warwick reported equity compensation changes on July 21, 2026. He received a grant of 21,533 Performance Stock Units, scheduled to vest on July 21, 2027 based on specified fiscal-year performance goals, and expiring September 21, 2027. On the same date, 46,425 common shares were delivered upon vesting and payout of performance units granted July 15, 2025, and 25,674 shares were delivered or withheld at $46.44 per share as payment of an exercise price or tax liability. These transactions were not reported under a Rule 10b5-1 trading plan.
Scholastic Corporation reported fiscal 2026 revenue of $1,581.9 million, down 3% from fiscal 2025, while net income improved to $56.7 million from a $1.9 million loss and diluted EPS reached $2.34. Operating income was $15.2 million, compared with $15.8 million a year earlier, but adjusted operating income rose to $47.1 million. Adjusted EBITDA increased 4% to $151.5 million, or 15% on a comparable basis that reflects the full-year impact of sale-leaseback transactions.
Children’s Book Publishing and Distribution delivered flat full-year revenue of $964.2 million with adjusted operating income rising to $143.7 million, supported by 5% fourth-quarter Book Fairs growth. Education revenue declined 14% to $267.6 million and adjusted operating income fell to $0.2 million. International revenue slipped to $277.2 million from $279.6 million while adjusted operating income rose to $7.1 million from $2.9 million, and Entertainment revenue increased to $65.7 million with an adjusted operating loss of $9.3 million.
Free cash flow increased to $436.0 million, driven largely by $452.4 million of net sale-leaseback proceeds. The company ended fiscal 2026 with $48.9 million of net cash versus $136.6 million of net debt a year earlier, after returning $288.6 million to shareholders, including repurchase of 7,336,966 shares. For fiscal 2027, the company expects revenue growth of approximately 2% to 4%, Adjusted EBITDA of about $135 million to $145 million, and Free Cash Flow of approximately $35 million to $40 million.
Scholastic Corp President & CEO Peter Warwick reported compensation-related equity transactions. He received a grant of 8,007 shares of Common Stock and a separate award of 7,048 stock options, both dated July 1, 2026.
To cover tax obligations, 8,345 Common Shares were disposed of as a tax-withholding transaction, not an open-market sale. After these transactions, Warwick directly holds 137,663 Common Shares, plus 7,048 options exercisable at $46.83 per share, which become exercisable on July 1, 2027 and expire on July 1, 2033.
Scholastic Corp President & CEO Peter Warwick reported routine equity compensation activity. He exercised stock options to acquire 2,112 shares of Common Stock at $38.56 per share and had 2,033 shares withheld at a value of $40.065 per share to cover tax obligations. After these transactions, he directly holds 138,001 Common shares, reflecting a small adjustment to his overall ownership rather than an open-market trade.
SCHOLASTIC CORP reports a Schedule 13G/A showing 3,308,210 shares beneficially owned by BlackRock, Inc., representing 15.8% of the outstanding common stock. The filing lists 3,272,157 shares with sole voting power and 3,308,210 shares with sole dispositive power. The filing notes that iShares Core S&P Small-Cap ETF holds more than 5% of Scholastic's common stock on whose behalf BlackRock reports ownership.
Scholastic Corporation amended its Schedule TO to report final results of its modified Dutch auction tender offer to buy up to $200,000,000 in value of common stock at a price not less than $36.00 and not greater than $40.00 per share. The Offer expired at 5:00 p.m. New York City time on April 20, 2026. The Amendment states a press release with final tender results was issued on April 23, 2026 and is filed as Exhibit (a)(9).
Scholastic Corporation filed Amendment No. 2 to its Schedule TO for a modified Dutch auction tender offer to purchase up to $200,000,000 of its common stock at a price between $36.00 and $40.00 per share. The Offer expired at 5:00 p.m. New York City time on April 20, 2026 and the company issued a press release with the preliminary results on April 21, 2026.
This Amendment amends Item 11 to incorporate the preliminary results press release as Exhibit (a)(8) and otherwise leaves the previously filed Offer to Purchase and Letter of Transmittal unchanged.
Dimensional Fund Advisors filed an amendment reporting beneficial ownership of 1,734,301 shares (8.3%) of Scholastic Corp common stock as of 03/31/2026.
The filing states sole voting power of 1,704,732 shares and sole dispositive power of 1,734,301 shares, and includes a disclosure that the shares are owned by managed Funds and that Dimensional disclaims beneficial ownership.
Scholastic Corporation amends its tender offer to purchase up to $200 million in common stock at a price range of $36.00 to $40.00 per share. The Amendment updates the Offer's conditions, adding and revising qualifiers tied to legal actions, war/terrorism events and material adverse changes occurring on or after March 20, 2026, and clarifies the company's discretion to postpone, amend or terminate the Offer in certain circumstances consistent with Exchange Act Rule 13e-4(f)(5). The Amendment supplements the March 23, 2026 Offer to Purchase and is dated March 30, 2026.