| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Scholastic Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
557 Broadway, New York,
NEW YORK
, 10012. |
Item 1 Comment:
Preliminary Letters Testamentary appointing Ms. Iole Lucchese as an executor of the Estate of M. Richard Robinson, Jr. (the "Estate") were issued by the Surrogate's Court of the State of New York for New York County on July 1, 2021, notification of which issuance was received by Ms. Lucchese on July 6, 2021. The shares held directly by the Estate are included in the shares Ms. Lucchese beneficially owns as reported on this Schedule 13D. Includes 579,247 shares of Common Stock (the "Common Shares") of the Issuer and 445,452 shares of the Issuer's Class A Stock, $0.01 par value (the "Class A Shares") held by the Estate and 164,782 options to purchase Common Shares held by Ms. Lucchese that are currently exercisable.
Calculations of the percentage of Common Shares beneficially owned assumes 21,777,232 Common Shares outstanding as of February 4, 2026, as provided by Issuer, plus 445,452 Class A Shares outstanding that are immediately convertible into Common Shares. |
| Item 2. | Identity and Background |
|
| (a) | Iole Lucchese |
| (b) | c/o Scholastic Corporation, 557 Broadway, New York, New York 10012 |
| (c) | Chairman of the Board and Executive Vice President and Chief Strategy Officer of the Issuer and President of Scholastic Enterainment Inc. |
| (d) | Not applicable |
| (e) | Not applicable |
| (f) | Canada |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Not applicable |
| Item 4. | Purpose of Transaction |
| | Ms. Lucchese is filing this statement on Schedule 13D to report its acquisition, through operation of law, of beneficial ownership of more than 5% of the outstanding Common Shares of the Issuer.
Other than as described in this Item 4, or otherwise in this Statement, Ms. Lucchese (individually and in her capacity as an executor of the Estate) currently has no plans or proposals which relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D. In the foregoing capacities, Ms. Lucchese reserves the right, in light of her future evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the Common Shares, conditions in the securities markets generally, general economic and industry conditions and other relevant factors, to change her plans and intentions at any time, as she deems appropriate.
As a director and senior executive officer of the Issuer, Ms. Lucchese participates in deliberations of the Issuer's senior management and directors in the normal course of the Issuer's business that could involve any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 from time to time, and, in keeping with her fiduciary duty as an officer, may make proposals or recommendations to the Issuer's board of directors that could involve such matters from time to time.
In addition, as a member of the Issuer's senior management, Ms. Lucchese participates in Issuer compensatory plans, including plans pursuant to which awards of equity securities are made (including to Ms. Lucchese), in the ordinary course of business, generally on an annual basis. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 1,237,661 and 5.5%, assuming the conversion of all of the Class A Shares held in the Estate and the exercise by Ms. Lucchese of all currently exerciseable to acquire Common Shares. |
| (b) | 1,237,661 |
| (c) | The Estate directly owns an aggregate of 1,024,699 of the Issuer's Common Shares (approximately 4.6% of the total), a total that includes: (i) 579,247 Common Shares and (ii) 445,452 Class A Shares that are immediately convertible to Common Shares on a one for one basis. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Pursuant to an agreement dated July 23, 1990 between the Maurice R. Robinson Trust and M. Richard Robinson, Jr. (the "Buy Sell Agreement"), the Maurice R. Robinson Trust has agreed that if it receives an offer from any person to purchase any or all of the shares of Class A Stock owned by the Maurice R. Robinson Trust and it desires to accept such offer, Richard Robinson, including his executors, heirs and personal representatives as the case may be, ("Robinson") will have the right of first refusal to purchase all, but not less than all, of the shares of Class A Stock that such person has offered to purchase for the same price and on the same terms and conditions offered by such person. In the event Robinson does not elect to exercise such option, the Maurice R. Robinson Trust shall be free to sell such shares of Class A Stock in accordance with the offer it has received. In addition, if Robinson receives an offer from any person to purchase any or all of his shares of Class A Stock and the result of that sale would be to transfer to any person other than Robinson or his heirs voting power sufficient to enable such other person to elect the majority of the Board, either alone or in concert with any person other than Robinson, his heirs or the Maurice R. Robinson Trust (a "Control Offer"), and Robinson desires to accept the Control Offer, the Maurice R. Robinson Trust will have the option to sell any or all of its shares of Class A Stock to the person making the Control Offer at the price and on the terms and conditions set forth in the Control Offer. If the Maurice R. Robinson Trust does not exercise its option, Robinson will be free to accept the Control Offer and to sell Robinson's shares of Class A Stock in accordance with the terms of the Control Offer. If the Maurice R. Robinson Trust exercises its option, Robinson cannot accept the Control Offer unless the person making the Control Offer purchases the shares of Class A Stock that the Maurice R. Robinson Trust has elected to sell. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1: Agreement dated July 23, 1990 between the Trust under the Will of Maurice R. Robinson, by its Trustees and M. Richard Robinson, Jr.
|
