Scholastic Corporation received an amended ownership report from Andrew S. Hedden showing beneficial ownership of 1,729,766 shares of common stock, representing 7.0% of the class as of 12/31/2025.
The holding includes 57,303 shares owned directly, 123,609 options to acquire common stock, and large positions held through the Maurice R. Robinson Trust, the Richard Robinson Charitable Trust, and the Richard Robinson Family Trust. Hedden has sole voting and dispositive power over 180,912 shares and shared voting and dispositive power over 1,548,854 shares.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)
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
Andrew S. Hedden
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
180,912.00
6
Shared Voting Power
1,548,854.00
7
Sole Dispositive Power
180,912.00
8
Shared Dispositive Power
1,548,854.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,766.00
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)
7.0 %
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:
Andrew S. Hedden
(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:
1,729,766. Note to Item 4(A): Includes 57,303 shares owned directly and 123,609 options to acquire Common Stock and (A) 68,138 shares held by the Richard Robinson Charitable Trust of which Mary Sue Robinson Morrill and Andrew S. Hedden are trustees, (B) 40,681 shares held by the Richard Robinson Family Trust of which Mary Sue Robinson Morrill and Andrew S. Hedden are trustees and (c) 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. Barbara Robinson Buckland, Florence Robinson 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. 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.
(b)
Percent of class:
7.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
180,912
(ii) Shared power to vote or to direct the vote:
1,548,854
(iii) Sole power to dispose or to direct the disposition of:
180,912
(iv) Shared power to dispose or to direct the disposition of:
1,548,854
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 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) as being owned by it.
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 percentage of Scholastic (SCHL) does Andrew S. Hedden report owning?
Andrew S. Hedden reports beneficial ownership of 7.0% of Scholastic’s common stock. This corresponds to 1,729,766 shares as of December 31, 2025, combining his direct holdings, stock options, and interests held through several family-related trusts.
How many Scholastic (SCHL) shares does Andrew S. Hedden beneficially own?
Andrew S. Hedden beneficially owns 1,729,766 Scholastic common shares. This total includes directly owned shares, options to acquire common stock, and shares held through the Maurice R. Robinson Trust, the Richard Robinson Charitable Trust, and the Richard Robinson Family Trust.
What portion of Hedden’s Scholastic (SCHL) holdings are held directly versus through options?
Hedden holds 57,303 Scholastic shares directly and has 123,609 options to acquire additional common stock. The remainder of his reported beneficial ownership comes from shares and convertible Class A stock held through several Robinson family trusts.
Which trusts hold Scholastic (SCHL) shares associated with Andrew S. Hedden’s filing?
The filing identifies three trusts: the Maurice R. Robinson Trust, the Richard Robinson Charitable Trust, and the Richard Robinson Family Trust. These trusts collectively hold significant amounts of Scholastic common and Class A stock in which Hedden has shared voting and investment power.
How much voting power does Andrew S. Hedden report over Scholastic (SCHL) shares?
Hedden reports sole voting power over 180,912 shares and shared voting power over 1,548,854 shares of Scholastic common stock. The shared power primarily arises from his role as trustee alongside family members for several Robinson family trusts.
What role do convertible Class A shares play in Hedden’s Scholastic (SCHL) position?
The Maurice R. Robinson Trust holds 324,310 shares of Class A Stock, convertible into the same number of common shares on a share-for-share basis. These convertible shares are included in Hedden’s 1,729,766 total beneficially owned Scholastic common shares.