SCHL / Scholastic Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Amendment No. 1 to) SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Amendment No. 1 to) SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2025 Commission File No. 000-19860 Scholastic Cor

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2025 Commission File No. 000-19860 Scholastic Corporation (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organization) (IR

Description of the Company’s securities, as filed herewith

Exhibit 4.1 SCHOLASTIC CORPORATION DESCRIPTION OF SECURITIES As of May 31, 2025, Scholastic Corporation had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended - the Common Stock. I. DESCRIPTION OF OUR COMMON STOCK The following is a description of the material terms of our Common Stock as described in the Company’s amended and restated certificat

Subsidiaries of the Corporation, as of May 31, 202

Exhibit 21 SCHOLASTIC CORPORATION – incorporated in Delaware, USA. SUBSIDIARY LIST – as of May 31, 2025 (Subsidiaries are indented under its direct parent) Scholastic Inc. New York Scholastic Entertainment Inc. New York 524 Films L.L.C. Delaware Listen Inn LLC (formerly Retroranch L.L.C.) Delaware Yellow Bus, LLC Delaware Out of the Blue Enterprises LLC dba 9 Story USA New York Out of the Blue Wor

Scholastic Reports Fourth Quarter and Fiscal 2025 Results Strong Execution and Cost Management Deliver Adjusted EBITDA In Line With Original Guidance Returned Over $90 Million to Shareholders During Fiscal Year Targeting Robust Profit Growth in Fisca

Scholastic Reports Fourth Quarter and Fiscal 2025 Results Strong Execution and Cost Management Deliver Adjusted EBITDA In Line With Original Guidance Returned Over $90 Million to Shareholders During Fiscal Year Targeting Robust Profit Growth in Fiscal 2026, With Continued Cost Management New York – July 24, 2025 - Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal fourth quarter and full year ended May 31, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 SCHOLASTIC CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

Scholastic Appoints Milena Alberti and Anne Clarke Wolff to its Board of Directors Directors John L. Davies and David J. Young to Accelerate Planned Retirements from the Board

Scholastic Appoints Milena Alberti and Anne Clarke Wolff to its Board of Directors Directors John L.

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2025 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

Scholastic Provides Update on Strategic and Operational Initiatives

Scholastic Provides Update on Strategic and Operational Initiatives NEW YORK, NY – June 23, 2025 – Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today provides an update on key strategic and operational initiatives to enhance shareholder value.

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 20, 2025, the Board of Directors of Scholastic Corporation (the “Company”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fil

Scholastic Announces Strategic Integration of Trade Publishing, Book Fairs and Book Clubs as New Children’s Book Group to Expand Reach and Value of Scholastic Publishing Sasha Quinton, Current School Reading Events President, to Lead Scholastic Child

Scholastic Announces Strategic Integration of Trade Publishing, Book Fairs and Book Clubs as New Children’s Book Group to Expand Reach and Value of Scholastic Publishing Sasha Quinton, Current School Reading Events President, to Lead Scholastic Children’s Book Group Jackie De Leo, Leader During Barnes & Noble’s Transformation, Joins Scholastic as Publisher & Chief Merchant New York, NY – May 29, 2025 – Scholastic (NASDAQ: SCHL), the global children’s publishing, education and media company, today announced the strategic integration of its Trade Publishing, Book Fairs and Book Clubs divisions into a new, combined Children’s Book Group, under the leadership of Sasha Quinton, effective June 1, 2025.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fil

between Peter Warwick and the Company

Exhibit 10.1 January 30, 2025 Mr. Peter Warwick CEO, Scholastic Dear Peter, This letter will confirm our mutual agreement, in accordance with the terms of the First Amendment to Amended and Restated Employment Agreement, and as approved by Scholastic’s Board in December 2024, to extend the term of the Agreement from August 1, 2025 through July 31, 2026, on the current terms and conditions of your

Subsidiaries of the Corporation, as of

Exhibit 21 SCHOLASTIC CORPORATION – incorporated in Delaware, USA. SUBSIDIARY LIST – as of February 28, 2025 (Subsidiaries are indented under its direct parent) Scholastic Inc. New York Scholastic Entertainment Inc. New York 524 Films L.L.C. Delaware Listen Inn LLC (formerly Retroranch L.L.C.) Delaware Yellow Bus, LLC Delaware Out of the Blue Enterprises LLC dba 9 Story USA New York Out of the Blu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2025 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Scholastic Reports Fiscal 2025 Third Quarter Results Over $35 Million Returned to Shareholders in Third Quarter; Share Repurchase Authorization Increased to $100 Million Company Affirms Adjusted EBITDA Outlook at Low End of Range

Scholastic Reports Fiscal 2025 Third Quarter Results Over $35 Million Returned to Shareholders in Third Quarter; Share Repurchase Authorization Increased to $100 Million Company Affirms Adjusted EBITDA Outlook at Low End of Range New York – March 20, 2025 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal third quarter ended February 28, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 SCHOLASTIC CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

Performance Stock Unit Agreement between Scholastic Corporation and

Exhibit 10.4 SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Performance Restricted Stock Unit Agreement Effective as of 10/01/2024 (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to JEFFREY N MATHEWS (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target Award of 24,326 Restricted St

As filed with the Securities and Exchange Commission on December 20, 2024

As filed with the Securities and Exchange Commission on December 20, 2024 Registration No.

Offer Letter dated July 11, 2022 between Jeffrey N. Matthews and Scholastic Inc.

Exhibit 10.1 July 11, 2022 Jeffrey N. Mathews Dear Jeff: It is my pleasure to confirm our offer of employment with Scholastic Corporation as Executive Vice President, Corporate Development and Investor Relations. As we have discussed, in these positions you will report directly to me. After Joining Scholastic, you will receive a base salary at the rate of $560,000 per annum, which will be paid to

Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 16, 2024.

Exhibit 10.2 FY25 Annual Performance-Based Restricted Stock Units (“P-RSUs”) Award SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement Effective as of July 16, 2024 (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to Peter Warwick (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as

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).

Exhibit 10.5 SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement Effective as of 10/01/2024 (the“Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to JEFFREY N MATHEWS (the "Participant”) 24,327 Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) on the term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2024 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Subsidiaries of the Corporation, as of November 30, 2024.

Exhibit 21 SCHOLASTIC CORPORATION – incorporated in Delaware, USA. SUBSIDIARY LIST – as of November 30, 2024 (Subsidiaries are indented under its direct parent) Scholastic Inc. New York Scholastic Entertainment Inc. New York 524 Films L.L.C. Delaware Listen Inn LLC (formerly Retroranch L.L.C.) Delaware Yellow Bus, LLC Delaware Out of the Blue Enterprises LLC dba 9 Story USA New York Out of the Blu

Form of Performance Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.

Exhibit 10.3 SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Performance Restricted Stock Unit Agreement Effective as of (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target Award of Restricted Stock Units (the “Target Award”) in re

Calculation of Filing Fee Table Form S-8 Scholastic Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-8 Scholastic Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(c) and Rule 457(h) 500,000 $25.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissio

Scholastic Reports Fiscal 2025 Second Quarter Results Company Reaffirms Fiscal 2025 Guidance Revolving Credit Facility Upsized to $400 Million

Scholastic Reports Fiscal 2025 Second Quarter Results Company Reaffirms Fiscal 2025 Guidance Revolving Credit Facility Upsized to $400 Million New York – December 19, 2024 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal second quarter ended November 30, 2024.

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.

Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 26, 2024 (this “Amendment”), is by and among SCHOLASTIC CORPORATION, a Delaware corporation (the “Holding Company”), and SCHOLASTIC INC., a New York corporation (the “Operating Company”; the Holding Company and the Operating Com

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissio

SCHL / Scholastic Corporation / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14 )* Scholastic Corp (Name of Issuer) Common Stock (Title of Class of Securities) 807066105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Insider Trading Policy.**

Exhibit 19 Effective: September 18, 2024 SCHOLASTIC CORPORATION POLICY ON INSIDE INFORMATION AND RESTRICTIONS ON TRADING STOCK Maintaining the confidentiality of proprietary information about Scholastic and the businesses and people with whom we work is fundamental to our operations.

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K /A Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2024 Commission File No. 000-19860 Scholastic

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K /A Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2024 Commission File No. 000-19860 Scholastic Corporation (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organization)

Subsidiaries of the Corporation, as of August 31, 2024.

Exhibit 21 SCHOLASTIC CORPORATION – incorporated in Delaware, USA. SUBSIDIARY LIST – as of August 31, 2024 (Subsidiaries are indented under its direct parent) Scholastic Inc. New York Scholastic Entertainment Inc. New York 524 Films L.L.C. Delaware Listen Inn LLC (formerly Retroranch L.L.C.) Delaware Yellow Bus, LLC Delaware 9 Story Media US, Corp. Delaware Out of the Blue Enterprises LLC dba 9 St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2024 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organi

Scholastic Reports Fiscal 2025 First Quarter Results Company Affirms Fiscal 2025 Guidance

Scholastic Reports Fiscal 2025 First Quarter Results Company Affirms Fiscal 2025 Guidance New York – September 26, 2024 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal first quarter ended August 31, 2024.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2024 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissi

Scholastic Appoints Jeffrey Mathews as Chief Growth Officer

Exhibit 99.1 Scholastic Appoints Jeffrey Mathews as Chief Growth Officer September 25, 2024 – New York, NY – Scholastic (NASDAQ: SCHL), the global children’s publishing, education and media company, today announced that Jeffrey Mathews has been appointed to the new role of Scholastic’s Chief Growth Officer and Executive Vice President, effective immediately. He rejoined Scholastic two years ago, a

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2024 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 schl-20240808.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

Description of the Company’s securities, as filed herewith

Exhibit 4.1 SCHOLASTIC CORPORATION DESCRIPTION OF SECURITIES As of May 31, 2024, Scholastic Corporation had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended - the Common Stock. I. DESCRIPTION OF OUR COMMON STOCK The following is a description of the material terms of our Common Stock as described in the Company’s amended and restated certificat

Subsidiaries of the Corporation, as of May 31, 202

Exhibit 21 SCHOLASTIC CORPORATION – incorporated in Delaware, USA. SUBSIDIARY LIST – as of May 31, 2024 (Subsidiaries are indented under its direct parent) Scholastic Inc. New York Scholastic Entertainment Inc. New York 524 Films L.L.C. Delaware Listen Inn LLC (formerly Retroranch L.L.C.) Delaware Yellow Bus, LLC Delaware Scholastic UK Ltd. England Scholastic Book Clubs Limited England Make Believ

lawback Policy

Exhibit 97 Approved by the Board: September 20, 2023. Clawback Policy Introduction The Board of Directors (the “Board”) of Scholastic Corporation, a Delaware corporation (the "Company”), believes that it is in the best interests of the Company and its stockholders to create and maintain a corporate culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-perfo

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2024 Commission File No. 000-19860 Scholastic Cor

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2024 Commission File No. 000-19860 Scholastic Corporation (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organization) (IR

Share Repurchase Agreement between Scholastic Corporation and the Preliminary co-Executors of the Estate of M. Richard Robinson, Jr., effective April 18, 2024.

Exhibit 10.31 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 18, 2024 by and between Scholastic Corporation, a Delaware corporation (the “Company”), and the Preliminary Co-Executors of the Estate of M. Richard Robinson, Jr. (“Stockholder”). RECITAL WHEREAS, the Company has offered to purchase from the Stockholder 400,000 shares of

Scholastic Corporation 2017 Outside Directors Stock Incentive Plan, as Amended and Restated.

Exhibit 10.12 SCHOLASTIC CORPORATION 2017 OUTSIDE DIRECTORS STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED 1.Name and General Purpose The name of this plan is the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan, as amended and restated (the “Plan”). The purpose of the Plan is to attract and retain the services, for the benefit of Scholastic Corporation, a Delaware corporation (th

Scholastic Reports Fourth Quarter and Fiscal 2024 Results Advanced Long-Term Growth Strategy and Investments, While Navigating Increased Spending Headwinds in School-Based Businesses in Fourth Quarter Returned Over $181 Million to Shareholders and Ad

Scholastic Reports Fourth Quarter and Fiscal 2024 Results Advanced Long-Term Growth Strategy and Investments, While Navigating Increased Spending Headwinds in School-Based Businesses in Fourth Quarter Returned Over $181 Million to Shareholders and Advanced 360-Degree Content Strategy with Addition of 9 Story Media Group in Fiscal 2024 Targeting Modest Growth in Fiscal 2025, With Continued Investment in Growth Initiatives and Cost Management New York – July 18, 2024 - Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal fourth quarter and full year ended May 31, 2024.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fil

SCHL / Scholastic Corporation / Lucchese Iole - SC 13D Activist Investment

SC 13D 1 iolelucchese13-d4.17.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Scholastic Corporation (Name of Issuer) Common Stock,par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) Iole Lucchese c/o Scholastic Corporation 557 Broadway New York, NY 10012 (212

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 SCHOLASTIC CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 29, 2024 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Scholastic Reports Fiscal 2024 Third Quarter Results Consolidated Trade Sales Increased 7% Announced Agreement to Invest in 9 Story Media Group, Expanding Opportunities to Build and Monetize Global Children’s IP Over $60 Million Returned to Sharehold

Scholastic Reports Fiscal 2024 Third Quarter Results Consolidated Trade Sales Increased 7% Announced Agreement to Invest in 9 Story Media Group, Expanding Opportunities to Build and Monetize Global Children’s IP Over $60 Million Returned to Shareholders in Third Quarter New York – March 21, 2024 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal third quarter ended February 29, 2024.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 SCHOLASTIC CORP (Exact name of Registrant as Specified in Its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission File Num

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

Guarantee Agreement dated March 11, 2024 (incorporated by reference to Form 8-K filed March 12, 2024)

Exhibit 10.1 Execution Version Confidential GUARANTEE AGREEMENT This GUARANTEE AGREEMENT, dated as of March 11, 2024 (this “Guarantee”), is entered into by Scholastic Inc. (“Parent”) in favor of the Company, Sellers and Sellers’ Representative (on behalf of Sellers) (each as defined below). Capitalized terms used herein without definition shall have the respective meanings specified in the Purchas

Disclaimers and Other Important Information This presentation (the “Presentation”) about Scholastic Inc. (“Scholastic”) and its agreed upon investment in 9 Story Media Group Inc. (“9 Story”) is dated as of March 2024. It contains information in a sum

Exhibit 99.2 MARCH 12, 2024 Disclaimers and Other Important Information This presentation (the “Presentation”) about Scholastic Inc. (“Scholastic”) and its agreed upon investment in 9 Story Media Group Inc. (“9 Story”) is dated as of March 2024. It contains information in a summary form and should be read in that context, as it does not purport to be complete in its coverage of the subject matter

Securities Purchase Agreement between the Purchaser, each of the Sellers and the Sellers’ Representative dated March 11, 2024

Exhibit 2.1 EXECUTION VERSION STRICTLY CONFIDENTIAL SECURITIES PURCHASE AGREEMENT by and among 1000815816 ONTARIO INC., NIAGARA INVESTMENTS, LTD., THE SHAREHOLDERS NAMED HEREIN, ZMC NIAGARA INVESTMENT (CANADA), LTD., ZMC NIAGARA INVESTMENT (CAYMAN), L.P., FANSEA INVESTMENTS LTD., UXL INVESTMENT MANAGEMENT CORPORATION, COMMISSO TRUST, VINCE COMMISSO, 2424886 ONTARIO LIMITED, MOON SHADOW INC., JAROS

Scholastic to Invest in 9 Story Media Group, Significantly Expanding Opportunities for Production and Global Licensing of Scholastic IP Founding CEO Vince Commisso & 9 Story Leadership Team to Join with Scholastic and Continue Leading State-of-the-Ar

Exhibit 99.1 Scholastic to Invest in 9 Story Media Group, Significantly Expanding Opportunities for Production and Global Licensing of Scholastic IP Founding CEO Vince Commisso & 9 Story Leadership Team to Join with Scholastic and Continue Leading State-of-the-Art, Premium Children’s Content Production Facilities in Toronto, Dublin & Bali and Global Distribution and Licensing Teams NEW YORK AND TO

SCHL / Scholastic Corporation / BUCKLAND BARBARA ROBINSON - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 21)* Scholastic Corporation (Name of Issuer) Common Stock,par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SCHL / Scholastic Corporation / HEDDEN ANDREWS S - SC 13G Passive Investment

SC 13G 1 andy13-g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* Scholastic Corporation (Name of Issuer) Common Stock,par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr

SCHL / Scholastic Corporation / MORRILL MARY SUE ROBINSON - SC 13G Passive Investment

SC 13G 1 marysue13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 23)* Scholastic Corporation (Name of Issuer) Common Stock,par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

SCHL / Scholastic Corporation / ROBINSON WILLIAM W - SC 13G Passive Investment

SC 13G 1 william13-g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 18)* Scholastic Corporation (Name of Issuer) Common Stock,par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

SCHL / Scholastic Corporation / Ford Florence Robinson - SC 13G Passive Investment

SC 13G 1 dover-florence.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* Scholastic Corporation (Name of Issuer) Common Stock,par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

SCHL / Scholastic Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01882-scholasticcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Scholastic Corp Title of Class of Securities: Common Stock CUSIP Number: 807066105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate th

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission

Employment Agreement Amendment dated January 25, 2024 between Peter Warwick and the Company (incorporated by reference to Form 8-K filed January 25, 2024)

Exhibit 10.1 Mr. Peter Warwick Scholastic Corporation 557 Broadway New York, NY 10012 January 25, 2024 Dear Peter: With reference to Section 2 of the Amended and Restated Employment Agreement by and between Scholastic Corporation and Peter Warwick which became effective as of August 1, 2021 (the “Agreement”), as amended by the First Amendment to Amended and Restated Employment Agreement dated Octo

SCHL / Scholastic Corporation / Lucchese Iole - SC 13D/A Activist Investment

SC 13D/A 1 d685938dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SCHOLASTIC CORPORATION (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 807066105 (CUSIP Number) Iole Lucchese c/o Scholastic Corporation 557 Broadway New York, NY 10012 (212)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission

Scholastic Appoints Haji Glover as Chief Financial Officer

Exhibit 99.1 Scholastic Appoints Haji Glover as Chief Financial Officer New York, NY – January 8, 2024 – Scholastic (NASDAQ: SCHL), the global children’s publishing, education and media company, today announced that Haji Glover has been named Scholastic’s Executive Vice President & Chief Financial Officer, effective January 22, 2024. Succeeding current CFO Ken Cleary, who will fully transition to

dated December 5, 2023 between Haji Glover and Scholastic Inc. (incorporated by reference to Form 8-K filed January 8, 2024)

Exhibit 10.1 557 Broadway | New York | 10012 December 5, 2023 Haji Glover Dear Haji: It is my pleasure to confirm our offer of employment with Scholastic Inc. as Chief Financial Officer, EVP Finance, reporting to Peter Warwick, President and CEO. After joining Scholastic, you will be paid $24,038.46 bi-weekly on alternate Fridays, which equates to $625,000.00 on an annualized basis. We anticipate

Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 18, 2023

Exhibit 10.1 FY24 Annual RSU Award SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement Effective as of July 18, 2023 (the "Grant Date"), SCHOLASTIC CORPORATION, a Delaware corporation (the "Company"), hereby grants to Peter Warwick (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target award of 24,455 Rest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2023 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan as amended and restated

Exhibit 10.2 SCHOLASTIC CORPORATION 2017 OUTSIDE DIRECTORS STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED Restricted Stock Unit Agreement SCHOLASTIC CORPORATION, a Delaware corporation (the "Company"), hereby grants to (the "Outside Director") () Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), in all respects subject to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 SCHOLASTIC CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissio

Scholastic Reports Fiscal 2024 Second Quarter Results Diluted Earnings Per Share of $2.45, Up 16% From Prior Year Over $58 Million Returned to Shareholders in Second Quarter Board Approves an Additional $66 Million for Share Repurchases, Increasing T

Scholastic Reports Fiscal 2024 Second Quarter Results Diluted Earnings Per Share of $2.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 03, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission

Employment Agreement dated October 3, 2023 between Kenneth Cleary and Scholastic Inc. (incorporated by reference to Form 8-K filed October 3, 2023).

Exhibit 10.1 October 3, 2023 Mr. Ken Cleary c/o Scholastic Inc. 557 Broadway New York, NY 10012 Dear Ken, As we have discussed, upon the appointment of your successor as Chief Financial Officer of the Company (which we anticipate will take place prior to the end of calendar year 2023), you will continue your employment with Scholastic Corporation as President, International. As we have discussed,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 04, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission

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).

Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This first amendment dated October 4, 2023 ("Amendment'') amends the first amended and restated employment agreement by and between Scholastic Corporation ("Scholastic'' or the "Company") and Peter Warwick ("Warwick") which became effective as of August 1, 2021 (the "Agreement"). This Amendment modifies the Term (as hereinaf

Agreement and Release effective September 29, 2023, by and between Rosamund Else-Mitchell and Scholastic Inc.

Exhibit 10.1 AGREEMENT AND GENERAL RELEASE Agreement and General Release (“Agreement”), by and between Rosamund M. Else-Mitchell (“Employee” or “you”) and Scholastic Inc. (the “Company”) located at 557 Broadway, New York, NY 10012. 1. You acknowledge that your last day of employment is September 26, 2023 (the “Separation Date”), at which time your employment with the Company will be terminated. Yo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2023 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organi

Scholastic Reports Fiscal 2024 First Quarter Results The Company Affirms Fiscal 2024 Guidance Over $42M Returned to Shareholders in Quarter

Scholastic Reports Fiscal 2024 First Quarter Results The Company Affirms Fiscal 2024 Guidance Over $42M Returned to Shareholders in Quarter New York – September 21, 2023 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal first quarter ended August 31, 2023.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 SCHOLASTIC CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission

Scholastic Announces Key Leadership Transitions President of International Beth Polcari Named President of Education Solutions, Succeeding Rose Else-Mitchell Chief Financial Officer Ken Cleary to Transition to President of International, Upon Complet

Scholastic Announces Key Leadership Transitions President of International Beth Polcari Named President of Education Solutions, Succeeding Rose Else-Mitchell Chief Financial Officer Ken Cleary to Transition to President of International, Upon Completion of Current Executive Search Process New York, NY – August 16, 2023 – Scholastic (NASDAQ: SCHL), the global children's publishing, education and media company, today announced key leadership transitions.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Subsidiaries of the Corporation, as of May 31, 202

Exhibit 21 SCHOLASTIC CORPORATION – incorporated in Delaware, USA. SUBSIDIARY LIST – as of May 31, 2023 (Subsidiaries are indented under its direct parent) Scholastic Inc. New York Scholastic Entertainment Inc. New York 524 Films L.L.C. Delaware Listen Inn LLC (formerly Retroranch L.L.C.) Delaware Scholastic Interactive LLC New York Scholastic UK Ltd. England Scholastic Book Clubs Limited England

Description of the Company’s securities, as filed herewith

Exhibit 4.1 SCHOLASTIC CORPORATION DESCRIPTION OF SECURITIES As of May 31, 2023, Scholastic Corporation had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended - the Common Stock. I. DESCRIPTION OF OUR COMMON STOCK The following is a description of the material terms of our Common Stock as described in the Company’s amended and restated certificat

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2023 Commission File No. 000-19860 Scholastic Cor

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2023 Commission File No. 000-19860 Scholastic Corporation (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organization) (IR

Scholastic Reports Fourth Quarter and Fiscal 2023 Results Fourth Quarter Operating Income Up 40% Driven by Improved Results in All Segments Fiscal 2023 Results Meet or Exceed Company’s Revised Guidance Board Approves $100 Million Increase in Share Re

Scholastic Reports Fourth Quarter and Fiscal 2023 Results Fourth Quarter Operating Income Up 40% Driven by Improved Results in All Segments Fiscal 2023 Results Meet or Exceed Company’s Revised Guidance Board Approves $100 Million Increase in Share Repurchase Authorization, After Company Returns Over $160 Million to Shareholders in Fiscal Year New York – July 20, 2023 - Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal fourth quarter and full year ended May 31, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 SCHOLASTIC CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 03, 2023 SCHOLASTIC CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 03, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

Scholastic Announces Plans to Strategically Combine School Book Fairs and Book Clubs Divisions Integrated school reading events business to launch in June led by Sasha Quinton, currently Book Fairs President Former Book Clubs President Judy Newman na

Scholastic Announces Plans to Strategically Combine School Book Fairs and Book Clubs Divisions Integrated school reading events business to launch in June led by Sasha Quinton, currently Book Fairs President Former Book Clubs President Judy Newman named Company’s first Chief Impact Officer, leading partnerships to expand access to books and literacy New York, NY – April 3, 2023 – Scholastic (NASDAQ: SCHL), the global children's publishing, education and media company, today announced plans to combine its market-leading U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2023 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

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).

Exhibit 10.3 Execution Version SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of February 28, 2023, is by and between SCHOLASTIC CORPORATION, a Delaware corporation (the “Holding Company”), and SCHOLASTIC INC., a New York corporation (the “Operating Company”; the Holding Company and the Operating

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").

Exhibit 10.1 EXECUTION COPY Published Deal CUSIP Number – 807068AH4 Published Revolving Credit Facility CUSIP Number – 807068AJ0 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 27, 2021 among SCHOLASTIC CORPORATION and SCHOLASTIC INC. as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION and TRUIST BANK, as Co-Syndication Agents,

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").

Exhibit 10.2 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 28, 2023 (this “Amendment”), is by and among SCHOLASTIC CORPORATION, a Delaware corporation (the “Holding Company”), and SCHOLASTIC INC., a New York corporation (the “Operating Company”; the Holding Company and the Operating Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 SCHOLASTIC CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

Scholastic Reports Fiscal 2023 Third Quarter Results Continued Growth in Children’s Books, Led by Book Fairs, Despite Challenging Bookselling Market Over $53M Returned to Shareholders in Quarter; Board Authorizes Additional $50M for Share Repurchases

Scholastic Reports Fiscal 2023 Third Quarter Results Continued Growth in Children’s Books, Led by Book Fairs, Despite Challenging Bookselling Market Over $53M Returned to Shareholders in Quarter; Board Authorizes Additional $50M for Share Repurchases New York – March 23, 2023 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal third quarter ended February 28, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 SCHOLASTIC CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissio

SCHL / Scholastic Corp / ROBINSON WILLIAM W - SC 13G/A Passive Investment

SC 13G/A 1 d440829dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 17)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che

SCHL / Scholastic Corp / Ford Florence Robinson - SC 13G/A Passive Investment

SC 13G/A 1 d378634dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7) Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

SCHL / Scholastic Corp / HEDDEN ANDREWS S - SC 13G/A Passive Investment

SC 13G/A 1 d370042dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 14)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che

SCHL / Scholastic Corp / MORRILL MARY SUE ROBINSON - SC 13G/A Passive Investment

SC 13G/A 1 d435823dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 22)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che

SCHL / Scholastic Corp / BUCKLAND BARBARA ROBINSON - SC 13G/A Passive Investment

SC 13G/A 1 d397744dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 20)* Scholastic Corporation (Name of issuer) Common Stock, par value $.01 per share (Title of class of securities) 807066105 (CUSIP number) December 31, 2022 (Date of event which requires filing of this statement) Che

SCHL / Scholastic Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Scholastic Corp. Title of Class of Securities: Common Stock CUSIP Number: 807066105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2022 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissio

Scholastic Reports Fiscal 2023 Second Quarter Results Revenues Up 12% Over Prior Period, Driving Higher Results Stock Repurchase Authorization Increased to $75 million

Scholastic Reports Fiscal 2023 Second Quarter Results Revenues Up 12% Over Prior Period, Driving Higher Results Stock Repurchase Authorization Increased to $75 million New York – December 15, 2022 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company’s fiscal second quarter ended November 30, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) 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 (Is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) 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) Schola

Press release announcing the preliminary results of the Tender Offer, dated November 28, 2022.

Exhibit (a)(8) Scholastic Corporation Announces Final Results of Modified Dutch Auction Tender Offer New York, NY, November 28, 2022 ? Scholastic Corporation (the ?Company?) (NASDAQ: SCHL), the global children?s publishing, education and media company, today announced final results of its ?modified Dutch auction? tender offer which expired at 12:00 midnight, New York City time, at the end of the day on November 22, 2022.

Press release announcing the preliminary results of the Tender Offer, dated November 23, 2022

Exhibit (a)(7) Scholastic Corporation Announces Preliminary Results of Modified Dutch Auction Tender Offer New York, NY, November 23, 2022 /PRNewswire/ ? Scholastic Corporation (the ?Company?) (NASDAQ: SCHL) the global children?s publishing, education and media company, today announced preliminary results of its ?modified Dutch auction? tender offer which expired at 12:00 midnight, New York City time, at the end of the day on November 22, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) 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 (Is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) 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) Schola

Summary Advertisement, dated as of October 25, 2022.

EX-99.(a)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Common Stock of Scholastic Corporation. The Offer (as defined below) is made solely by the Offer to Purchase, dated October 25, 2022, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be

Letter to participants in the Scholastic Corporation 401(k) Savings and Retirement Plan.

EX-99.(a)(1)(F) Exhibit (a)(1)(F) IMMEDIATE ATTENTION REQUIRED October 25, 2022 Re: Scholastic Corporation Tender Offer Dear Participant in the Scholastic Corporation 401(k) Savings and Retirement Plan: The enclosed tender offer materials and Direction Form require your immediate attention. Our records reflect that, as a participant in the Scholastic Corporation 401(k) Savings and Retirement Plan

Notice of Guaranteed Delivery.

EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Scholastic Corporation Pursuant to its Offer to Purchase Dated October 25, 2022 Up to $75 million of Shares of its Common Stock at a cash Purchase Price not more than $40.00 nor less than $35.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK

Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated October 25, 2022.

EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash by Scholastic Corporation Up to $75 Million of its Shares of Common Stock At a Cash Purchase Price Not More than $40.00 per Share Nor Less than $35.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON NOVEMBER 22, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 P

SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 Corpo

Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated October 25, 2022.

EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash by Scholastic Corporation Up to $75 Million of its Shares of Common Stock At a Cash Purchase Price Not More than $40.00 per Share Nor Less than $35.00 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON NOVEMBER 22, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH D

Press release announcing the commencement of the Tender Offer, dated October 25, 2022.

EX-99.(a)(6) Exhibit 99(a)(6) SCHOLASTIC CORPORATION ANNOUNCES CASH TENDER OFFER TO PURCHASE UP TO $75 MILLION OF ITS COMMON STOCK New York — October 25, 2022 — Scholastic Corporation (the “Company” or “Scholastic”) (NASDAQ: SCHL), the global children’s publishing, education and media company, announced today the commencement of a modified “Dutch Auction” tender offer to purchase up to $75 million

Offer to Purchase, dated October 25, 2022.

EX-99.(a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE BY SCHOLASTIC CORPORATION Up to $75 Million of its Shares of Common Stock, par value $0.01, at a Cash Purchase Price Not More than $40.00 per Share Nor Less than $35.00 per Share CUSIP: 807066105 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON NOVEMBER 22, 2022, UNLESS THE OFFER IS EXTE

Letter of Transmittal.

EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock (CUSIP Number 807066105) of SCHOLASTIC CORPORATION Pursuant to the Offer to Purchase Dated October 25, 2022 of up to $75 million of its Shares of Common Stock at a cash Purchase Price not more than $40.00 nor less than $35.00 per Share. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END

Calculation of Filing Fees.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) Scholastic Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $75,000,000(1) 0.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fil

Scholastic Announces Intent to Repurchase Up to $75 Million of its Common Stock Through Modified Dutch Auction Tender Offer

Exhibit 99.1 Scholastic Announces Intent to Repurchase Up to $75 Million of its Common Stock Through Modified Dutch Auction Tender Offer New York, NY ? October 24, 2022 ? Scholastic Corporation (?Scholastic?) (NASDAQ: SCHL), the global children?s publishing, education and media company, today announced that its Board of Directors (the ?Board?) has authorized the repurchase of up to $75 million of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 SCHOLASTIC CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fil

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”)).

Exhibit 10.1 SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Scholastic Corporation 2021 Stock Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer employees of, and Consultants to, the Company and its Affiliates stock-based incentives in the Company, thereby creating a me

Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 19, 2022 (incorporated by reference to Exhibit 10.3 to the August 31, 2022 10-Q).

Exhibit 10.3 FY23 Annual RSU Award SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement Effective as of July 19, 2022 (the ?Grant Date?), SCHOLASTIC CORPORATION, a Delaware corporation (the ?Company?), hereby grants to Peter Warwick (the ?Participant?) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target award of 28,392 Rest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2022 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organi

Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August 1, 2021 (incorporated by reference to Exhibit 10.2 to the August 31, 2022 10-Q).

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This amended and restated employment agreement (this "Agreement'') by and between Scholastic Corporation ("Scholastic'' or the "Company") and Peter Warwick ("Warwick") is entered into effective as of August 1, 2021. This Agreement relates to the terms and conditions of Warwick's employment with Scholastic as Chief Executive Officer and Preside

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissi

SCHOLASTIC REPORTS FISCAL 2023 FIRST QUARTER RESULTS AND AFFIRMS FULL-YEAR GUIDANCE

SCHOLASTIC REPORTS FISCAL 2023 FIRST QUARTER RESULTS AND AFFIRMS FULL-YEAR GUIDANCE New York ? September 22, 2022 ? Scholastic Corporation (NASDAQ: SCHL), the global children?s publishing, education and media company, today reported financial results for the Company?s fiscal first quarter ended August 31, 2022.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

Scholastic Acquires Learning Ovations, Creator of A2i Literacy Assessment and Instructional System Acquisition significantly advances Scholastic’s literacy platform, integrating assessments, data-driven learning and professional learning with Scholas

Exhibit 99.1 Scholastic Acquires Learning Ovations, Creator of A2i Literacy Assessment and Instructional System Acquisition significantly advances Scholastic?s literacy platform, integrating assessments, data-driven learning and professional learning with Scholastic?s broad portfolio of digital and blended children?s content and instructional resources Provides educators with proven screening, dat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Description of the Company’s securities, as filed herewith

Exhibit 4.1 SCHOLASTIC CORPORATION DESCRIPTION OF SECURITIES As of May 31, 2022, Scholastic Corporation had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended - the Common Stock. I. DESCRIPTION OF OUR COMMON STOCK The following is a description of the material terms of our Common Stock as described in the Company?s amended and restated certificat

Subsidiaries of the Corporation, as of May 31, 2022.

Exhibit 21 SCHOLASTIC CORPORATION ? incorporated in Delaware, USA. SUBSIDIARY LIST ? as of May 31, 2022 (Subsidiaries are indented under its direct parent) Scholastic Inc. New York Scholastic Entertainment Inc. New York 524 Films L.L.C. Delaware Listen Inn LLC (formerly Retroranch L.L.C.) Delaware Scholastic Interactive LLC New York Scholastic UK Group L.L.C. Delaware Scholastic UK Ltd. England Sc

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 Scholastic Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(c) and Rule 457(h) 2,500,000 $34.

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2022 Commission File No. 000-19860 Scholastic Cor

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2022 Commission File No. 000-19860 Scholastic Corporation (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organization) (IR

As filed with the Securities and Exchange Commission on July 22, 2022

As filed with the Securities and Exchange Commission on July 22, 2022 Registration No.

SCHOLASTIC REPORTS FOURTH QUARTER AND FISCAL 2022 RESULTS LED BY RECORD REVENUE PER FAIR LEVELS AND STRONG EDUCATION SOLUTIONS SALES

SCHOLASTIC REPORTS FOURTH QUARTER AND FISCAL 2022 RESULTS LED BY RECORD REVENUE PER FAIR LEVELS AND STRONG EDUCATION SOLUTIONS SALES ?Fourth Quarter Operating Income Up $55.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 Date of Report (Date of earliest event reported): May 18, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction ofIncorporation) (Commission File

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 Company’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”).

Exhibit 10.1 SHARE REPURCHASE AGREEMENT This SHARE REPURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of January 12, 2022 by and between Scholastic Corporation, a Delaware corporation (the ?Company?), and the Preliminary co-Executors of the Estate of M. Richard Robinson, Jr., (?Stockholder?). RECITAL WHEREAS, the Stockholder has offered to sell to the Company up to 300,000 shares

Supplemental Incentive Bonus Plan Agreement between Scholastic Corporation and Rosamund M. Else-Mitchell, effective February 8, 2022 (incorporated by reference to the February 28, 2022 10-Q).

Exhibit 10.3 M E M O R A N D U M TO: Rose Else-Mitchell FROM: Peter Warwick DATE: January 20, 2022 SUBJECT: Three Year Supplemental Incentive Plan Agreement At its December 2021 meeting, the Human Resources Compensation Committee (?HRCC?) of the Scholastic Board of Directors, approved a Three Year Supplemental Incentive Plan as a bridge between your current annual bonus target of 50% and your prio

between Scholastic Corporation and Mary Beech, effective January 4, 2022.

Exhibit 10.2 Mary Beech January 4th, 2022 Dear Mary: It is my pleasure to confirm your employment with Scholastic Corporation as Chief Marketing and Transformation Officer, reporting to me. You will receive a base salary at the rate of $725,000 per annum, which will be paid to you on a bi-weekly basis. Your start date is January 1, 2022. We will recommend to the compensation committee of our Board

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2022 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

SCHOLASTIC REPORTS FISCAL 2022 THIRD QUARTER RESULTS $67M Increased Revenues Reflect Strength of Book Fairs and Education Solutions $21M Increase in Operating Cash Flows Expecting Q4 to Be Led By Peak Selling Season for Education Solutions and Fair C

SCHOLASTIC REPORTS FISCAL 2022 THIRD QUARTER RESULTS $67M Increased Revenues Reflect Strength of Book Fairs and Education Solutions $21M Increase in Operating Cash Flows Expecting Q4 to Be Led By Peak Selling Season for Education Solutions and Fair Count Continuing at 70% of Pre-Pandemic Levels New York ? March 17, 2022 ? Scholastic Corporation (NASDAQ: SCHL), the global children?s publishing, education and media company, today reported financial results for the Company?s fiscal third quarter ended February 28, 2022.

SCHL / Scholastic Corp / Ford Florence Robinson - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

SCHL / Scholastic Corp / MORRILL MARY SUE ROBINSON - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 21)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SCHL / Scholastic Corp / HEDDEN ANDREWS S - AMENDMENT NO. 13 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SCHL / Scholastic Corp / ROBINSON WILLIAM W - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 16)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SCHL / Scholastic Corp / BUCKLAND BARBARA ROBINSON - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 19)* Scholastic Corporation (Name of issuer) Common Stock, par value $.01 per share (Title of class of securities) 807066105 (CUSIP number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the

SCHL / Scholastic Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Scholastic Corp. Title of Class of Securities: Common Stock CUSIP Number: 807066105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru

SCHL / Scholastic Corp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13 )* Scholastic Corp (Name of Issuer) Common Stock (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission

Scholastic Corporation 2021 Stock Incentive Plan.

Exhibit 10.2 SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Scholastic Corporation 2021 Stock Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer employees of, and Consultants to, the Company and its Affiliates stock-based incentives in the Company, thereby creating a me

Form of Stock Option Agreement under the Scholastic Corporation 2021 Stock Incentive Plan (incorporated by reference to the November 30, 2021 10-Q).

EX-10.3 4 schl-ex10320211130xq2.htm EX-10.3 Exhibit 10.3 SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Stock Option Agreement Effective as of (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to (the “Participant”) a non-qualified stock option (the “Stock Option”) to purchase shares of common stock, par value $.01 per share, of the Company (the “C

Restricted Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021 (incorporated by reference to the November 30, 2021 10-Q).

Exhibit 10.7 SCHOLASTIC CORPORATION 2011 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement Effective as of August 1, 2021, (the ?Grant Date?), SCHOLASTIC CORPORATION, a Delaware corporation (the ?Company?), hereby grants to Peter Warwick (the ?Participant?) 33,225 Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the ?Common Stock?) on the te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2021 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021 (incorporated by reference to the November 30, 2021 10-Q).

Exhibit 10.8 FY22 Annual RSU Award SCHOLASTIC CORPORATION 2011 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement Effective as of August 1, 2021 (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to Peter Warwick (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target award of 29,534 Res

Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August 1, 2021.

Exhibit 10.5 EMPLOYMENT AGREEMENT This employment agreement (this ?Agreement?) by and between Scholastic Corporation (?Scholastic? or the ?Company?) and Peter Warwick (?Warwick?) is entered into effective as of August 1, 2021. This Agreement relates to the terms and conditions of Warwick?s employment with Scholastic as Chief Executive Officer and President for the term specified herein. The partie

Stock Option Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021 (incorporated by reference to the November 30, 2021 10-Q).

EX-10.6 7 schl-ex10620211130xq2.htm EX-10.6 Exhibit 10.6 SCHOLASTIC CORPORATION 2011 STOCK INCENTIVE PLAN Stock Option Agreement Effective as of August 1, 2021 (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to Peter Warwick (the “Participant”) a non-qualified stock option (the “Stock Option”) to purchase 43,153 shares of common stock, par value $.

Amendment No. 2, dated as of October 27, 2021, to the Credit Agreement, dated as of January 5, 2017, among the Corporation and Scholastic Inc., as borrowers, the Initial Lenders named therein, Bank of America, N.A., as administrative agent, and BOFA Securities, Inc., Truist Bank, and Wells Fargo Securities, LLC acting as joint lead arrangers and joint bookrunners.

EX-10.1 2 schl-ex10120211130xq2.htm EX-10.1 Exhibit 10.1 EXECUTION COPY Published Deal CUSIP Number – 807068AH4 Published Revolving Credit Facility CUSIP Number – 807068AJ0 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 27, 2021 among SCHOLASTIC CORPORATION and SCHOLASTIC INC. as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and WELLS FARGO BANK, NATIONAL ASSOCIATION

Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan (incorporated by reference to the November 30, 2021 10-Q).

Exhibit 10.4 SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN Restricted Stock Unit Agreement Effective as of (the ?Grant Date?), SCHOLASTIC CORPORATION, a Delaware corporation (the ?Company?), hereby grants to (the ?Participant?) Restricted Stock Units in respect of shares of common stock, par value $.01 per share, of the Company (the ?Common Stock?) on the terms set forth herein, and in all resp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commissio

SCHOLASTIC REPORTS FISCAL 2022 SECOND QUARTER RESULTS Book Fairs Achieves 70% of Pre-Pandemic Levels with $176M in Revenue Operating Profit Improves 71% on a 29% Increase in Revenues

EX-99.1 2 schl113021-pr.htm EX-99.1 SCHOLASTIC REPORTS FISCAL 2022 SECOND QUARTER RESULTS Book Fairs Achieves 70% of Pre-Pandemic Levels with $176M in Revenue Operating Profit Improves 71% on a 29% Increase in Revenues New York – December 16, 2021 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today reported financial results for the Company

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

SCHOLASTIC NAMES MARY BEECH AS CHIEF MARKETING & TRANSFORMATION OFFICER

EX-99.1 2 d163718dex991.htm EX-99.1 Exhibit 99.1 SCHOLASTIC NAMES MARY BEECH AS CHIEF MARKETING & TRANSFORMATION OFFICER November 29, 2021 – New York, NY – Scholastic (NASDAQ: SCHL), the global children’s publishing, education and media company, today announced Mary Beech has been named Scholastic’s Chief Marketing & Transformation Officer, effective January 1, 2022. A new role for the Company and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2021 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organi

Offer of employment letter, effective September 14, 2020, between Scholastic Inc. and Rosamund M. Else-Mitchell (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on September 24, 2021, SEC file No. 000-19860) (the “August 31, 2021 10-Q”).

EX-10.2 2 exhibit102.htm EX-10.2 Exhibit 10.2 September 14, 2020 Rosamund Else-Mitchell Dear Rose: It is my pleasure to confirm our offer of employment with Scholastic Corporation as President, Scholastic Educational Publishing Group, which includes the two divisions, Scholastic Education and Classroom Magazines/ Digital Subscriptions which make up the Education Segment of Scholastic. As agreed yo

Scholastic Reports Fiscal 2022 First Quarter Results

EX-99.1 2 d236371dex991.htm EX-99.1 Exhibit 99.1 Scholastic Reports Fiscal 2022 First Quarter Results Revenues Up 21% With Increased Demand in Children's Books and Education Book Fair Bookings Continue to Increase NEW YORK, Sept. 23, 2021 /PRNewswire/ - Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today reported financial results for the Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19860 (Commission File Number)

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2021 Commission File No. 000-19860 Scholastic Cor

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2021 Commission File No. 000-19860 Scholastic Corporation (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organization) (IR

Description of the Company’s securities, as filed herewith

Exhibit 4.1 SCHOLASTIC CORPORATION DESCRIPTION OF SECURITIES As of May 31, 2021, Scholastic Corporation had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended - the Common Stock. I. DESCRIPTION OF OUR COMMON STOCK The following is a description of the material terms of our Common Stock as described in the Company?s amended and restated certificat

Subsidiaries of the Corporation, as of May 31, 2021.

Exhibit 21 SCHOLASTIC CORPORATION – incorporated in Delaware, USA. SUBSIDIARY LIST – as of May 31, 2021 (Subsidiaries are indented under its direct parent) Scholastic Inc. New York Scholastic Entertainment Inc. New York 524 Films L.L.C. Delaware Listen Inn LLC (formerly Retroranch L.L.C.) Delaware Scholastic Interactive LLC New York Scholastic UK Group L.L.C. Delaware Scholastic UK Ltd. England Sc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19860 (Commission File Number) 13-3

Scholastic Reports Q4 And Fiscal 2021 Results

EX-99.1 2 d73436dex991.htm EX-99.1 Exhibit 99.1 Scholastic Reports Q4 And Fiscal 2021 Results Revenues Up 41% in Fourth Quarter on Improving Market Conditions Improved Profitability in all Operating Segments on Lower Cost Base Book Fair Bookings Higher for Upcoming Back-to-School Season NEW YORK, July 22, 2021 /PRNewswire/ - Scholastic Corporation (NASDAQ: SCHL), the global children's publishing,

PETER WARWICK NAMED CHIEF EXECUTIVE OFFICER OF SCHOLASTIC CORPORATION Iole Lucchese and Robert Dumont Join Scholastic’s Board of Directors

EX-99.1 3 d185337dex991.htm EX-99.1 Exhibit 99.1 PETER WARWICK NAMED CHIEF EXECUTIVE OFFICER OF SCHOLASTIC CORPORATION Iole Lucchese and Robert Dumont Join Scholastic’s Board of Directors New York – July 19, 2021 – The Board of Directors of Scholastic Corporation (NASDAQ: SCHL) announced today that Peter Warwick has been named President and Chief Executive Officer of the global children’s publishi

between Scholastic Corporation and Peter Warwick

EX-10.1 2 d185337dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This employment agreement (this “Agreement”) by and between Scholastic Corporation (“Scholastic” or the “Company”) and Peter Warwick (“Warwick”) is entered into effective as of August 1, 2021. This Agreement relates to the terms and conditions of Warwick’s employment with Scholastic as Chief Executive Officer and President for t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission File N

Preliminary Statement

Exhibit 1 Page 8 of 11 Pages This Agreement dated the 23rd day of July, 1990 between the Trust under the Will of Maurice R.

SCHL / Scholastic Corp / Lucchese Iole - SC 13D Activist Investment

UNITED STATES 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) Baker & McKenzie LLP 452 Fifth Avenue New York, NY 10018 Att: Thomas J. Rice (212) 626-4100 (Name, Address and Telephone Number of Person

Changes in Control of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Scholastic Announces The Untimely Death Of Its Chairman And CEO M. Richard (Dick) Robinson, Jr.

EX-99.1 2 d117597dex991.htm EX-99.1 Exhibit 99.1 Scholastic Announces The Untimely Death Of Its Chairman And CEO M. Richard (Dick) Robinson, Jr. NEW YORK, June 6, 2021 /PRNewswire/ - Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today announced that M. Richard Robinson, Jr. the Company's Chairman and CEO passed away yesterday unexpectedly. Mr

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19860 (Commission File Number) 13-33

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2021 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19860 (Commission File Number) 13-

Scholastic Reports Fiscal 2021 Third Quarter Results

EX-99.1 2 d134298dex991.htm EX-99.1 Exhibit 99.1 Scholastic Reports Fiscal 2021 Third Quarter Results Improvement in Seasonal Operating Loss Driven by Cost Reductions NEW YORK, March 18, 2021 /PRNewswire/ - Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today reported financial results for the Company's fiscal third quarter ended February 28,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 20)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Sec

Amendment No. 20 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 20)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 25)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Sec

Amendment No. 25 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 25)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the

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557 Broadway, New York, NY 10012 February 11, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Scholastic Corp. Title of Class of Securities: Common Stock CUSIP Number: 807066105 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2020 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission Fi

Security Agreement dated as of December 16, 2020 among Scholastic Inc. and any such other parties that may become grantors as defined therein and Bank of America N.A., in its capacity as administrative agent

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”) is entered into as of December 16, 2020 among SCHOLASTIC INC., a New York corporation (the “Operating Company”), such other parties that may become Grantors hereunder after the date hereof (together with the Operating Company, each individually a “Grantor”, and collectively, the “Grantors”) and BANK OF AMERICA, N.A., in its

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2020 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

greement between Scholastic Inc. and Satbir Bedi dated September 23, 2020.

Exhibit 10.3 557 Broadway, New York, NY 10012 Entrance at 130 Mercer Date: September 23, 2020 Mr. Satbir Bedi Dear Satbir: Pursuant to our recent discussions, this letter will evidence the agreement we have reached in respect to the terms of your departure from Scholastic Inc. (the “Company”) in order to enable you to pursue your personal interests. 1. You will resign from the Company, including a

Amendment No. 1, dated as of December 16, 2020, to the Credit Agreement, dated as of January 5, 2017, among the Corporation and Scholastic Inc., as borrowers, the Initial Lenders named therein, Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner and Smith Incorporated and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners, Wells Fargo N.A., Capital One N.A., Fifth Third Bank and HSBC Bank USA, N.A., as syndicate agents, and Branch Banking and Trust Company (incorporated by reference to the Corporation's Quarterly Report on Form 10-Q as filed with the SEC on December 18, 2020, SEC File No. 000-19860 (the "December 18, 2020 10-Q").

Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 16, 2020 (this “Amendment”), is by and among SCHOLASTIC CORPORATION, a Delaware corporation (the “Holding Company”), and SCHOLASTIC INC., a New York corporation (the “Operating Company”; the Holding Company and the Operating Company are, collectively, the “Borrowers” and, individually, e

Scholastic Reports Fiscal 2021 Second Quarter Results

EX-99.1 2 d800752dex991.htm EX-99.1 Exhibit 99.1 Scholastic Reports Fiscal 2021 Second Quarter Results NEW YORK, Dec. 17, 2020 /PRNewswire/ - Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today reported financial results for the Company's fiscal second quarter ended November 30, 2020. Scholastic's school-based distribution channels, particula

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2020 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19860 (Commission File Number)

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 27, 2020 Registration No.

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 27, 2020 Registration No.

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 27, 2020 Registration No.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 SCHOLASTIC CORPORATION (Exac

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 SCHOLASTIC COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-19860 13-3385513 (State or Other Jurisdiction of Incorporation) (Commission F

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2020 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organi

Scholastic Reports Fiscal 2021 First Quarter Results

Exhibit 99.1 Scholastic Reports Fiscal 2021 First Quarter Results NEW YORK, Sept. 24, 2020 /PRNewswire/ - Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today reported financial results for the Company's fiscal first quarter ended August 31, 2020. Scholastic typically reports an operating loss and high cash utilization in its fiscal first quar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 SCHOLASTIC COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19860 (Commission File Number)

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Annual Report - 10-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2020 Commission File No. 000-19860 Scholastic Corporation (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or organization) (IR

Subsidiaries of the Corporation, as of May 31, 2020.

Exhibit 21 SCHOLASTIC CORPORATION SUBSIDIARY LIST (subsidiaries are indented under its direct parent) Scholastic Inc.

Description of the Company’s securities, as filed herewith

Exhibit 4.1 SCHOLASTIC CORPORATION DESCRIPTION OF SECURITIES As of May 31, 2020, Scholastic Corporation had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended - the Common Stock. I. DESCRIPTION OF OUR COMMON STOCK The following is a description of the material terms of our Common Stock as described in the Company’s amended and restated certificat

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2020 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19860 (Commission File Number) 13-3

Scholastic Reports Q4 And Fiscal 2020 Results

Exhibit 99.1 Scholastic Reports Q4 And Fiscal 2020 Results School Distribution Channels Significantly Impacted by COVID-19 Mandated School Closings Trade Publishing Up 45% in Fourth Quarter on Strong Frontlist, Despite Bookstore Closures Maintaining Strong Balance Sheet and Cash Position at Fiscal Year-End $100 MM Cost Savings Actions Underway in FY2021 NEW YORK, July 23, 2020 /PRNewswire/ - Schol

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (mark one) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For The Fiscal Year Ended December 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 15

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 29, 2020 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Scholastic Reports Fiscal 2020 Third Quarter Results

EX-99.1 2 d886717dex991.htm EX-99.1 Exhibit 99.1 Scholastic Reports Fiscal 2020 Third Quarter Results Revenues Increase 4% on Strong Education and Trade Performance Significant Actions Being Taken to Mitigate Impact of School Closings NEW YORK, March 19, 2020 /PRNewswire/ - Scholastic Corporation (NASDAQ: SCHL), the global children's publishing, education and media company, today reported financia

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2020 SCHOLASTIC CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19860 (Commission File Number) 13-3385513 (I.R.S

SCHL / Scholastic Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Scholastic Corp Title of Class of Securities: Common Stock CUSIP Number: 807066105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rul

SCHL / Scholastic Corp. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* SCHOLASTIC CORP (Name of Issuer) Common Stock (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

SCHL / Scholastic Corp. / MORRILL MARY SUE ROBINSON - AMENDMENT NO. 19 TO SCHEDULE 13G Passive Investment

Amendment No. 19 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 19)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the

SCHL / Scholastic Corp. / ROBINSON RICHARD - AMENDMENT NO. 24 TO SCHEDULE 13G Passive Investment

Amendment No. 24 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 24)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the

SCHL / Scholastic Corp. / ROBINSON WILLIAM W - AMENDMENT NO. 15 TO SCHEDULE 13G Passive Investment

Amendment No. 15 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the

SCHL / Scholastic Corp. / BUCKLAND BARBARA ROBINSON - AMENDMENT NO. 18 TO SCHEDULE 13G Passive Investment

Amendment No. 18 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 18)* Scholastic Corporation (Name of issuer) Common Stock, par value $.01 per share (Title of class of securities) 807066105 (CUSIP number) December 31, 2019 (Date of event which requires filing of this statement) Check the

SCHL / Scholastic Corp. / HEDDEN ANDREWS S - AMENDMENT NO. 11 TO SCHEDULE 13G Passive Investment

Amendment No. 11 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* Scholastic Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 807066105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2019 Commission File No. 000-19860 SCHOLASTIC CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3385513 (State or other jurisdiction of incorporation or orga

Offer of employment letter, effective November 18, 2019, between Scholastic Inc. and Sasha Quinton (incorporated by reference to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on December 20, 2019, SEC file No. 000-19860).

Exhibit 10.1 Scholastic Inc. 557 Broadway, New York, NY 10012-3999, (212) 343-6700 www.scholastic.com Richard Robinson CEO, President & Chairman [email protected] November 15, 2019 Sasha Quinton Dear Sasha, It is my pleasure to confirm our offer of employment with Scholastic Corporation as Executive Vice President and President, Scholastic Book Fairs. As we have discussed, in these position