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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 25)
Scholastic Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
807066105
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
807066105
1
Names of Reporting Persons
Mary Sue Robinson Morrill
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
466,676.00
6
Shared Voting Power
1,835,697.00
7
Sole Dispositive Power
466,676.00
8
Shared Dispositive Power
1,835,697.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,302,373.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Scholastic Corporation
(b)
Address of issuer's principal executive offices:
557 Broadway, New York, NY 10012
Item 2.
(a)
Name of person filing:
Mary Sue Robinson Morrill
(b)
Address or principal business office or, if none, residence:
c/o Corporate Secretary, Scholastic Corporation, 557 Broadway, New York, NY 10012
(c)
Citizenship:
USA
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
807066105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,302,373. Note to Item 4(a): Includes 0 shares owned directly and (A) 286,843 shares of Common Stock held by three trusts of which Mary Sue Robinson Morrill and her husband, William F. Morrill, are trustees, with shared voting and investment power with respect to such shares. Also includes (B) 68,138 shares held by the Richard Robinson Charitable Trust of which Mary Sue Robinson Morrill and Andrew S. Hedden are trustees, (C) 40,681 shares held by the Richard Robinson Family Trust of which Mary Sue Robinson Morrill and Andrew S. Hedden are trustees, (D) shares owned by the Trust under the Will of Maurice R. Robinson (the "Maurice R. Robinson Trust"), as follows: (i) 1,115,725 shares of Common Stock and (ii) 324,310 shares of Common Stock which are receivable upon conversion of 324,310 shares of Class A Stock, par value $0.01 per share, and (E) shares owned by the Trust under the Will of Florence L. Robinson (the "Florence L. Robinson Trust"), as follows: (i) 408,338 shares of Common Stock and (ii) 58,338 shares of Common Stock which are receivable upon conversion of 58,338 shares of Class A Stock, par value $0.01 share. The shares of Class A Stock are convertible into shares of Common Stock, at any time at the option of the holder thereof, on a share-for-share basis. Barbara Robinson Buckland, Florence R. Ford, and Mary Sue Robinson Morrill, who are all siblings, and Andrew S. Hedden are trustees of the Maurice R. Robinson Trust, with shared voting and investment power with respect to the shares of Common Stock and Class A Stock owned by the Maurice R. Robinson Trust, and Mary Sue Robinson Morrill is the sole trustee of the Florence L. Robinson Trust, with sole voting and investment power with respect to the shares of Common Stock and Class A Stock owned by the Florence L. Robinson Trust. Does not include 163,362 shares of Common Stock held in two trusts of which Mr. Morrill is trustee, for the benefit of the children of Ms. Morrill, and an aggregate of 101,872 shares held by family members directly and in a trust for which neither Mr. or Ms. Morrill are trustees, as to which Ms. Morrill has no voting or dispositive power and disclaims beneficial ownership.
(b)
Percent of class:
9.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
466,676.00
(ii) Shared power to vote or to direct the vote:
1,835,697
(iii) Sole power to dispose or to direct the disposition of:
466,676.00
(iv) Shared power to dispose or to direct the disposition of:
1,835,697
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Each of the Maurice R. Robinson Trust, the Florence L. Robinson Trust, the Richard Robinson Charitable Trust and the Richard Robinson Family Trust has the right to receive dividends from, or the proceeds from the sale of, the shares of Common Stock and Class A Stock referred to in the Note to Item 4(a)
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
What ownership stake does Mary Sue Robinson Morrill report in Scholastic (SCHL)?
Mary Sue Robinson Morrill reports beneficial ownership of 2,302,373 Scholastic common shares, representing 9.3% of the class. This ownership is held entirely through several family and charitable trusts, combining both sole and shared voting and dispositive powers.
How are Mary Sue Robinson Morrill’s Scholastic (SCHL) shares held?
All reported shares are held through multiple trusts, including the Maurice R. Robinson Trust, Florence L. Robinson Trust, Richard Robinson Charitable Trust, and Richard Robinson Family Trust. She has a mix of sole and shared voting and investment power over these holdings.
What percentage of Scholastic (SCHL) common stock does this Schedule 13G/A cover?
The Schedule 13G/A filing states that 9.3% of Scholastic’s common stock is beneficially owned by Mary Sue Robinson Morrill. This percentage is based on 2,302,373 common shares, including shares issuable on conversion of Class A Stock.
Does Mary Sue Robinson Morrill hold any Scholastic (SCHL) shares directly?
The filing notes that she holds 0 shares directly. All reported ownership comes from interests in various trusts where she is a trustee or co-trustee, giving her sole or shared voting and dispositive powers over the underlying shares.
What role do convertible Class A shares play in this Scholastic (SCHL) 13G/A?
The filing includes Class A Stock convertible into common stock on a share-for-share basis. Specifically, portions of the Maurice R. Robinson Trust and Florence L. Robinson Trust positions are counted as common shares receivable upon conversion in the total beneficial ownership.
Are there additional Scholastic (SCHL) family holdings excluded from this 13G/A?
Yes. The filing explains that 163,362 common shares in two trusts for Ms. Morrill’s children and an aggregate of 101,872 shares held by family members are excluded, as she has no voting or dispositive power and disclaims beneficial ownership of them.