Scholastic (SCHL) chair Iole Lucchese discloses 5.5% ownership stake

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

Scholastic’s board chair now reports a 5.5% beneficial stake via estate holdings.

The filing shows Iole Lucchese, board chair and senior executive, reporting beneficial ownership of 1,237,661 common shares, or 5.5% of Scholastic’s common stock, as of an event date of February 6, 2026. This combines her options with shares held by the Estate of M. Richard Robinson Jr.

The disclosure states the interest arose through operation of law when she became an executor of the estate, not via new purchases. A long‑standing buy‑sell agreement governing Class A stock outlines rights of first refusal and options around any control‑shifting offers, which helps frame how any future change in control involving these shares could proceed.

Lucchese indicates she has no present specific plans for transactions like mergers or restructurings beyond normal board and management deliberations. Future implications depend on subsequent decisions by Lucchese, the estate, and other parties under the buy‑sell agreement, and would be reflected in later company communications.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Scholastic Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

807066105

(CUSIP Number)

Chris Lick
c/o Scholastic Corporation, 557 Broadway
New York, NY, 10012
(212) 343-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 807066105

1

Name of reporting person

Iole Lucchese

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,237,661.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,237,661.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,237,661.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Iole Lucchese

Signature:	/s/ Iole Lucchese
Name/Title:	Lucchese
Date:	02/18/2026

FAQ

What did Scholastic (SCHL) disclose in this Schedule 13D filing?

Scholastic’s Schedule 13D shows chair and executive Iole Lucchese beneficially owning 1,237,661 common shares, or 5.5% of the class. The position reflects estate holdings of M. Richard Robinson Jr. plus her stock options and convertible Class A shares tied to that estate.

How many Scholastic (SCHL) shares does Iole Lucchese beneficially own?

Iole Lucchese reports beneficial ownership of 1,237,661 Scholastic common shares, representing 5.5% of the class. This total assumes 21,777,232 common shares outstanding as of February 4, 2026, plus 445,452 Class A shares immediately convertible into common shares and 164,782 currently exercisable options.

What portion of Scholastic (SCHL) is held by the Estate of M. Richard Robinson Jr.?

The estate directly owns 1,024,699 Scholastic common shares, about 4.6% of the total. This includes 579,247 common shares and 445,452 Class A shares, which are immediately convertible to common shares on a one-for-one basis and are counted in Lucchese’s beneficial ownership.

Why did Iole Lucchese file a Schedule 13D for Scholastic (SCHL)?

Lucchese filed the Schedule 13D to report acquiring beneficial ownership of more than 5% of Scholastic’s outstanding common shares through operation of law. She became an executor of the estate of M. Richard Robinson Jr., whose holdings, combined with her options, crossed the 5% threshold.

Does Iole Lucchese state any specific plans for Scholastic (SCHL) in this filing?

Lucchese states she currently has no specific plans or proposals for transactions such as mergers, reorganizations, or major asset sales beyond normal board and management activities. She reserves the right to change her intentions based on future business conditions, stock price, and other factors.

What is the significance of the Class A Stock in Scholastic (SCHL) mentioned here?

The filing notes 445,452 Class A shares in the estate, immediately convertible into common shares on a one-for-one basis. A 1990 buy-sell agreement governs potential sales of Class A stock and outlines rights of first refusal and options if a control-shifting offer for these shares emerges.