Scholastic (SCHL) finalizes $200M Dutch‑auction tender offer; results filed

Rhea-AI Filing Summary

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).

Insights

Corporate Finance Analyst

Final results confirm completion of the $200M modified Dutch auction tender offer.

The filing documents the conclusion of the Offer that permitted purchases between $36.00 and $40.00 per share for up to $200,000,000. The Amendment attaches a press release dated April 23, 2026 summarizing results.

Cash‑flow treatment and precise share count purchased are contained in the referenced press release (Exhibit (a)(9)); subsequent filings or investor communications will show the exact number of shares accepted and the aggregate cash paid.

Capital Markets Counsel

Legal filing records completion and attaches final-results press release.

The Schedule TO Amendment updates Item 11 and incorporates by reference the Offer documents including the Offer to Purchase and Letter of Transmittal. It identifies the offer mechanics as a modified Dutch auction with a specified price range and an aggregate cap of $200,000,000.

Qualifying conditions, payment procedures, and any guaranty-of-delivery process remain governed by the original Offer documents; the Amendment itself does not change those mechanics.

Key Figures

Offer size: $200,000,000 Price range: $36.00–$40.00 per share Offer expiration: April 20, 2026 +1 more

4 metrics

Offer size $200,000,000 aggregate value of shares the Company offered to purchase

Price range $36.00–$40.00 per share price per Share in the modified Dutch auction Offer

Offer expiration April 20, 2026 Offer expired at 5:00 p.m. New York City time

Final results disclosed April 23, 2026 press release filing date for final tender results (Exhibit (a)(9))

Key Terms

modified Dutch auction, Offer to Purchase, Letter of Transmittal, Schedule TO

4 terms

modified Dutch auction financial

"tender offer to purchase for cash up to $200 million in value of shares"

A modified Dutch auction is a way for a company to buy back shares or sell securities by asking shareholders or bidders to state how many shares they’re willing to trade and at what minimum price, then setting a single clearing price that satisfies the target quantity. Think of it like collecting offers at different prices and picking one fair price so the company buys or sells the needed amount; investors care because it can produce a transparent, market-driven price and a predictable size for the transaction, reducing the chance of favoritism or sudden price swings.

Offer to Purchase regulatory

"the Offer to Purchase, dated March 23, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"the related Letter of Transmittal (together with any amendments)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Schedule TO regulatory

"Amendment amends and supplements the Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SCHOLASTIC CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, par value $0.01

(Title of Class of Securities)

807066105

(CUSIP Number of Class of Securities)

Scholastic Corporation

Attention: Chris Lick

557 Broadway, New York, NY 10012-3999

(212) 343-6100

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Thomas J. Rice, Esq.

Michael S. Pilo, Esq.

Baker & McKenzie LLP

452 Fifth Avenue

New York, NY 10018

(212) 626-4100

Marisa D. Stavenas

John O’Connell

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000

☐ Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

This Amendment No.3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Scholastic Corporation, a Delaware corporation (“Scholastic,” or the “Company”) on March 23, 2026, and amended on March 30, 2026 and April 21, 2026 (the “Schedule TO”) relating to the offer by Scholastic to purchase for cash up to $200 million in value of shares of common stock, par value $0.01 per share (each, a “Share,” and collectively, the “Shares”), of the Company at a price of not less than $36.00 and not greater than $40.00 per Share, to the seller in cash, less any applicable withholding taxes and without interest. Scholastic’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 23, 2026, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO (together with such amendments or supplements thereto, the “Offer to Purchase”), and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.

The purpose of this Amendment is to amend and supplement the Schedule TO and the Offer to Purchase. Only those items that are amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

(d) On April 23, 2026, the Company issued a press release announcing the final results of the Tender Offer, which expired at 5:00 p.m. New York City time on April 20, 2026. A copy of such press release is filed as Exhibit (a)(9) to this Amendment and incorporated by reference herein.

Item 12. Exhibits

Exhibit No		Description
(a)(1)(A)**		Offer to Purchase, dated March 23, 2026.
(a)(1)(B)**		Letter of Transmittal.
(a)(1)(C)**		Notice of Guaranteed Delivery.
(a)(1)(D)**		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated March 23, 2026.
(a)(1)(E)**		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated March 23, 2026.
(a)(1)(F)**		Letter to participants in the Scholastic Corporation 401(k) Savings and Retirement Plan.
(a)(1)(G)**		Summary Advertisement, dated as of March 23, 2026.
(a)(1)(H)**		Communication with Employees.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)		Press release announcing the intention to commence the Tender Offer, dated March  19 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on March 19, 2026).
(a)(6)**		Press release announcing the commencement of the Tender Offer, dated March 23, 2026.
(a)(7)		Press release announcing third quarter fiscal 2026 earnings results, dated March  19, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on March 19, 2026).
(a)(8)**		Press release announcing the Preliminary Results of Modified Dutch Auction Tender offer, dated April 21, 2026.
(a)(9)*		Press release announcing the Final Results of Modified Dutch Auction Tender offer, dated April 23, 2026.
(b)		Not applicable
(d)(1)		Scholastic Corporation Management Stock Purchase Plan, amended and restated effective as of September  23, 2008 (incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on July 30, 2009, SEC File No.  000-19860) (the “2009 10-K”), together with Amendment No.  1 to the Scholastic Corporation Management Stock Purchase Plan, effective as of September 21, 2011 (incorporated by reference to Appendix B to the Company’s definitive Proxy Statement as filed with the SEC on August 9, 2011, SEC File No. 000-19860).
(d)(2)		Scholastic Corporation Directors’ Deferred Compensation Plan, amended and restated effective as of September  23, 2008 (incorporated by reference to the 2009 10-K).

(d)(3)		Scholastic Corporation 2007 Outside Directors Stock Incentive Plan (the “2007 Directors’ Plan”) effective as of September 23, 2008 (incorporated by reference to the 2009 10-K) and the Amended and Restated Scholastic Corporation 2007 Outside Directors Stock Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on January 2, 2013, SEC File No. 000-19860) (the “November 30, 2012 10-Q”), and Amendment No. 1, effective as of May  21, 2013 (incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on July 25, 2013, SEC file No.  000-19860 (the “2013 10-K”)), and Amendment No.  2, effective as of December 16, 2015 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on December  18, 2015, SEC File No. 000-19860).
(d)(4)		Form of Stock Option Agreement under the 2007 Directors’ Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on January 9, 2008, SEC File No.  000-19860) and the Form of Stock Option Agreement under the 2007 Directors’ Plan, effective as of September  19, 2012 (incorporated by reference to the November 30, 2012 10-Q).
(d)(5)		Form of Restricted Stock Unit Agreement under the 2007 Directors’ Plan (incorporated by reference to the 2009 10-K) and the Form of Restricted Stock Unit Agreement (incorporated by reference to the November 30, 2012 10-Q).
(d)(6)		Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on December 22, 2011, SEC File No.  000-19860 (the “November 30, 2011 10-Q”)). Amendment No.  1 to the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the 2013 10-K), Amendment No. 2 to the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on December 22, 2014, SEC File No. 000-19860), and Amendment No.  3 to the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on December 20, 2018, SEC file No. 000-19860).
(d)(7)		Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the November 30, 2011 10-Q).
(d)(8)		Form of Stock Option Agreement under the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the November  30, 2011 10-Q).
(d)(9)		Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on September 21, 2017, SEC file No. 000-19860) (the “August 31, 2017 10-Q”).
(d)(10)		Form of Non-Qualified Stock Option Agreement under the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (incorporated by reference to the August 31, 2017 10-Q).
(d)(11)		Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (incorporated by reference to the August 31, 2017 10-Q).
(d)(12)		Scholastic Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on September 23, 2022, SEC file No. 000-19860) (the “August 31, 2022 10-Q”).
(d)(13)		Form of Stock Option Agreement under the Scholastic Corporation 2021 Stock Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on December 17, 2021, SEC file No. 000-19860) (the “November 30, 2021 10-Q”).
(d)(14)		Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan (incorporated by reference to the November 30, 2021 10-Q).

(d)(15)		Form of Performance Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan (incorporated by reference to Company’s Quarterly Report on Form 10-Q, as filed with the SEC on December 20, 2024, SEC file No. 000-19860) (the “the November 30, 2024 10-Q).
(d)16)		Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August  1, 2021 (incorporated by reference to the August 31, 2022 10-Q).
(d)(17)		Stock Option Agreement between Scholastic Corporation and Peter Warwick, dated August  1, 2021 (incorporated by reference to the November 30, 2021 10-Q).
(d)(18)		Restricted Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August  1, 2021 (incorporated by reference to the November 30, 2021 10-Q).
(d)(19)		Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August  1, 2021 (incorporated by reference to the November 30, 2021 10-Q).
(d)(20)		Share Repurchase Agreement between Scholastic Corporation and the Preliminary co-Executors of the Estate of M. Richard Robinson, Jr., effective January 12, 2022 (incorporated by reference to the corporation’s Quarterly Report on Form 10-Q as filed with the SEC on March 18, 2022, SEC file No. 000-19860) (“the February 28, 2022 10-Q”).
(d)(21)		Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July  19, 2022, (incorporated by reference to the August 31, 2022 10-Q).
(d)(22)		Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July  18, 2023, (incorporated by reference to the November 30, 2023 10-Q).
(d)(23)		Employment Agreement dated October 3, 2023 between Kenneth Cleary and Scholastic Inc. (incorporated by reference to Form 8-K filed October 3, 2023).
(d)(24)		First Amendment to Amended And Restated Employment Agreement dated October  4, 2023 between Peter Warwick and Scholastic Inc. (incorporated by reference to Form 8-K filed October 4, 2023).
(d)(25)		Letter Agreement dated January 25, 2024 between Peter Warwick and the Company (incorporated by reference to Form 8-K filed January 25, 2024).
(d)(26)		Offer Letter dated December 5, 2023 between Haji Glover and Scholastic Inc. (incorporated by reference to Form 8-K filed January 8, 2024).
(d)(27)		Share Repurchase Agreement between Scholastic Corporation and the Preliminary co-Executors of the Estate of M. Richard Robinson, Jr., effective April 18, 2024 (incorporated by reference to Company’s Annual Report on Form 10-K, filed with the SEC on July 19, 2024, SEC file No. 000-19860).
(d)(28)		Offer Letter dated July  11, 2022 between Jeffrey N. Matthews and Scholastic Inc. (incorporated by reference to the November 30, 2024 10-Q).
(d)(29)		Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July  16, 2024 (incorporated by reference to the November 30, 2024 10-Q).
(d)(30)		Performance Stock Unit Agreement between Scholastic Corporation and Jeffrey N. Mathews, dated October  1, 2024 (incorporated by reference to the November 30, 2024 10-Q).

(d)(31)		Restricted Stock Unit Agreement between Scholastic Corporation and Jeffrey N. Mathews, dated October  1, 2024 (incorporated by reference to the November 30, 2024 10-Q).
(d)(32)		Letter Agreement dated January 30, 2025 between Peter Warwick and the Company (incorporated by reference to the February  28, 2025 10-Q).
(d)(33)		Amended and Restated Credit Agreement dated as of October  27, 2021 (the “Credit Agreement”) among Scholastic Corporation and Scholastic Inc., as Borrowers, the lenders from time to time party thereto, Wells Fargo Bank, National Association and Truist Bank as Co-Syndication Agents, Fifth Third Bank, National Association, HSBC Bank USA, National Association, and Citibank, N.A. as Co-Agents and Bank of America, N.A., as Administrative Agent (incorporated by reference to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on March 24, 2023, SEC File No. 000-19860) (the “February 28, 2023 10-Q”).
(d)(34)		First Amendment, dated as of February 28, 2023, to the Amended and Restated Credit Agreement dated as of October  27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on March 24, 2023, SEC File No. 000-19860) (the “February 28, 2023 10-Q”).
(d)(35)		Second Amendment, dated as of February 28, 2023, to the Amended and Restated Credit Agreement dated as of October  27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to the February  28, 2023 10-Q).
(d)(36)		Third Amendment, dated as of November  26, 2024, to the Amended and Restated Credit Agreement dated as of October  27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Form 8-K filed December 3, 2024).
(d)(37)		Letter Agreement dated January  29, 2026 between Peter Warwick and Scholastic Corporation (incorporated by reference to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on March 20, 2026, SEC File No. 000-19860) (the “February 28, 2026 10-Q”).
(d)(38)		Amendment dated January 9, 2026, to offer of employment letter, effective November  18, 2019, between Scholastic Inc. and Sasha Quinton (incorporated by reference to the February 28, 2026 10-Q).
(g)		Not applicable.
(h)		Not applicable.
107		Calculation of Filing Fees.

* Filed herewith

** Previously filed with the Schedule TO on March 23, 2026.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Date: April 23, 2026

		SCHOLASTIC CORPORATION
By:		/s/ Chris Lick
Name:		Chris Lick
Title:		Executive Vice President, General Counsel and Secretary

FAQ

What was the size and price range of Scholastic's tender offer (SCHL)?

Scholastic offered to purchase up to $200,000,000 in common stock at prices between $36.00 and $40.00 per share. The Offer used a modified Dutch auction process documented in the Offer to Purchase and related materials.

When did Scholastic's tender offer expire and when were final results disclosed?

The tender offer expired at 5:00 p.m. New York City time on April 20, 2026. Final results were announced in a press release dated April 23, 2026, filed as Exhibit (a)(9) to the Amendment.

Where can I find the full terms and mechanics of the Offer for SCHL shares?

The Offer terms and mechanics are in the Offer to Purchase dated March 23, 2026, and the Letter of Transmittal, both filed as Exhibit (a)(1)(A) and (a)(1)(B). These documents describe price determination, acceptance, and payment procedures.

Does the Amendment change the original tender offer terms for SCHL?

No. The Amendment states it amends Item 11 to add the final-results press release; it specifies that, except as provided, the Schedule TO, Offer to Purchase, and Letter of Transmittal remain unchanged.

Will the Amendment disclose the exact number of shares purchased and aggregate cash paid?

The Amendment itself references a press release with final results. The precise number of shares accepted and aggregate cash paid should be disclosed in Exhibit (a)(9) and related follow-up filings or communications.