SCHOLASTIC CORP - Annual Report: 2025 (Form 10-K)

Earnings (loss) before income taxes(1.3)(0.1)16.2 1.0 Provision (benefit) for income taxes0.6 0.0 4.1 0.2 Net income (loss)$(1.9)(0.1)$12.1 0.8 Basic and diluted earnings (loss) per share of Class A and Common Stock Basic$(0.07)$0.41 Earnings (loss) before income taxes() Provision (benefit) for income taxes Net income (loss)$()$ $ Less: Net income (loss) attributable to noncontrolling interest Net income (loss) attributable to Scholastic Corporation $()$ $ Basic and diluted earnings (loss) per share of Class A and Common Stock Basic:

Net Income (loss) attributable to Scholastic Corporation

$()$ $ Diluted:

Net Income (loss) attributable to Scholastic Corporation

$()$ $ Dividends declared per share of Class A and Common Stock$ $ $

See accompanying notes

Consolidated Statements of Comprehensive Income (Loss)


	(Amounts in millions) For fiscal years ended May 31,
	2025		2024	2023
Net income (loss)	$	()	$	$
Other comprehensive income (loss), net:
Foreign currency translation adjustments					()
Pension and postretirement adjustments, net of tax					()
Total stockholders’ equity
Total liabilities and stockholders’ equity	$		$

See accompanying notes

Consolidated Statement of Changes in Stockholders’ Equity

(Amounts in millions)

Class A Stock

Common Stock

Additional Paid-in Capital

Accumulated
Other Comprehensive
Income (Loss)

Retained
Earnings

Treasury Stock
At Cost

Total
Stockholders'
Equity of Scholastic Corporation

Noncontrolling Interest

Total
Stockholders'
Equity

Amount

Balance at May 31, 2022

()

Net Income (loss)

—

Foreign currency translation adjustment

—

()

—

()

—

()

Pension and post-retirement adjustments (net of tax of $)

—

()

—

()

—

()

Stock-based compensation

—

Proceeds from issuance of common stock pursuant to stock-based compensation plans

—

Purchases of treasury stock at cost

—

()

—

()

—

()

Treasury stock issued pursuant to stock purchase plans

—

()

—

Dividends

—

()

—

()

—

()

Balance at May 31, 2023

()

Net Income (loss)

—

Foreign currency translation adjustment

—

Pension and post-retirement adjustments (net of tax of $)

—

Stock-based compensation

—

Proceeds pursuant to stock-based compensation plans

—

Purchases of treasury stock at cost

—

()

—

()

—

()

Treasury stock issued pursuant to equity-based plans

—

()

—

Dividends

—

()

—

()

—

()

Other (share conversion)

()

—

()

—

Other (noncontrolling interest)

—

()

—

()

Balance at May 31, 2024

()

Net Income (loss)

—

()

—

()

—

()

Foreign currency translation adjustment

—

Pension and post-retirement adjustments (net of tax of $)

—

Stock-based compensation

—

Proceeds pursuant to stock-based compensation plans

—

()

—

()

—

()

Purchases of treasury stock at cost

—

()

—

()

—

()

Treasury stock issued pursuant to equity-based plans

—

()

—

Dividends

—

()

—

()

—

()

Balance at May 31, 2025

()

See accompanying notes

Consolidated Statements of Cash Flows


	(Amounts in millions) Years ended May 31,
	2025		2024		2023
Cash flows - operating activities:
Net income (loss) attributable to Scholastic Corporation	$	()	$		$
Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities:
Provision for losses on accounts receivable
Provision for losses on inventory
Provision for losses on royalty advances
Amortization of prepublication costs
Amortization of film and television programs
Depreciation and amortization
Amortization of pension and postretirement plans						()
Deferred income taxes		()		()		()
Stock-based compensation
Income from equity method investments		()		()		()
Non cash write off related to asset impairments and write downs
Changes in assets and liabilities, net of amounts acquired:
Accounts receivable		()
Inventories		()				()
Income tax receivable				()
Tax credit receivable
Prepaid expenses and other current assets				()
Investment in film and television programs		()
Royalty advances		()		()		()
Accounts payable				()
Accrued royalties				()		()
Deferred revenue				()		()
Other accrued expenses		()		()		()
Accrued income taxes				()
Other, net				()		()
Net cash provided by (used in) operating activities
Cash flows - investing activities:
Prepublication expenditures		()		()		()
Additions to property, plant and equipment		()		()		()
Acquisition-related payments		()		()		()
Purchase of noncontrolling interests				()
Net cash provided by (used in) investing activities		()		()		()

See accompanying notes

Consolidated Statements of Cash Flows


				(Amounts in millions) Years ended May 31,
	2025		2024		2023
Cash flows - financing activities:
Borrowings under lines of credit, credit agreement and revolving loan
Repayments of lines of credit, credit agreement and revolving loan		()		()		()
Borrowings under film related obligations
Repayments of film related obligations (including interests)		()
Repayment of capital lease obligations		()		()		()
Reacquisition of common stock		()		()		()
Proceeds pursuant to stock-based compensation plans
Payment of dividends		()		()		()
Other, net
Net cash provided by (used in) financing activities				()		()
Effect of exchange rate changes on cash and cash equivalents						()
Net increase (decrease) in cash and cash equivalents				()		()
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	$		$		$


	2025	2024	2023
Supplemental Information:
Income tax payments (refunds)	$	$	$
Interest paid

See accompanying notes

Notes to Consolidated Financial Statements

(Amounts in millions, except share and per share data)

international locations.

Basis of presentation

Noncontrolling Interest

On June 1, 2023, the Company acquired the remaining shares of Make Believe Ideas Limited ("MBI"), a UK-based children's book publishing company, which represented a % noncontrolling interest, increasing the Company's total ownership from % to %.

Prior to June 1, 2023, the founder and chief executive officer of MBI retained a % noncontrolling ownership interest in MBI. The Company fully consolidated MBI as of the acquisition date and the % noncontrolling interest was classified within stockholder's equity.

Summary of Significant Accounting Policies

and $ as of May 31, 2025 and 2024, respectively.

. Building improvements are depreciated over the life of the improvement which typically does not exceed . Capitalized software, net of accumulated amortization, was $ and $ at May 31, 2025 and 2024, respectively. Capitalized software is amortized over a period of three to . Amortization expense for capitalized software was $, $ and $ for the fiscal years ended May 31, 2025, 2024 and 2023, respectively. Furniture, fixtures and equipment are depreciated over periods not exceeding . Leasehold improvements are amortized over the life of the lease or the life of the assets, whichever is shorter. The Company evaluates the depreciation periods of property, plant and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives.

and $ of costs incurred in fiscal 2025 and 2024, respectively, to implement cloud computing arrangements, primarily related to digital and consumer data platforms. These amounts are included within Other assets and deferred charges on the Company's Consolidated Balance Sheets.

to years and certain leases include renewal or early-termination options, rent escalation clauses, and/or lease incentives. Lease renewal rent payment terms generally reflect adjustments for market rates prevailing at the time of renewal. The Company's leases require fixed minimum rent payments and also often require the payment of certain other costs that do not relate specifically to its right to use an underlying leased asset, but are associated with the asset, such as real estate taxes, insurance, common area maintenance fees and/or certain other costs (referred to collectively herein as "non-lease components"), which may be fixed or variable in amount depending on the terms of the respective lease agreement. The Company's leases do not contain significant residual value guarantees or restrictive covenants.

The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company's use by the lessor. The Company's assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the Consolidated Statements of Operations over the lease term.

For leases with a term exceeding 12 months, a lease liability is recorded on the Company's Consolidated Balance Sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding right-of-use ("ROU") asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as it elects to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property, plant and equipment, net on the Company's Consolidated Balance Sheet. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis, and incorporates the term and economic environment of the associated lease.

For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term, and are not recognized on the Company's Consolidated Balance Sheet. Variable lease costs for both operating and finance leases, if any, are recognized as incurred.

Sublease rental income is recognized on a straight-line basis over the duration of each lease term. To the extent expected sublease income is less than expected rental payments, the Company recognizes a loss on the difference based on the present value of the minimum lease payments under each lease.

period based on expected future revenues. The Company regularly reviews the recoverability of these capitalized costs based on expected future cash flows.

and $ as of May 31, 2025 and 2024, respectively.

reporting units with goodwill subject to impairment testing.

With regard to other intangibles with indefinite lives, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the identified asset is less than its carrying value. If it is more likely than not that the fair value of the asset is less than its carrying amount, the Company performs a quantitative test. The estimated fair value is determined utilizing the expected present value of the projected future cash flows of the asset.

Intangible assets with definite lives consist principally of customer lists, customer contracts/relationships, intellectual property, and trade names and are amortized over their expected useful lives. Customer lists, customer contracts/relationships, intellectual property and trade names are typically amortized on a straight-line basis over five to .

, $ and $ for the twelve months ended May 31, 2025, 2024 and 2023, respectively.

$ $ Assumptions: Expected dividend yield % % %Expected stock price volatility % % %Risk-free interest rate % % %Average expected life of options years years years

$ $ Book Fairs - U.S.

Trade - U.S. (1)

Trade - International (2)

Total Children's Book Publishing and Distribution Education Solutions - U.S. Total Education Solutions

Entertainment - U.S. (1)

Entertainment - International Total Entertainment

International - Major Markets (3)

International - Other Markets (4)

Total International

Overhead (5)

Total Revenues$ $ $

(1) The Entertainment segment includes the operations of SEI, which were included in the Children’s Book Publishing and Distribution segment in prior periods, and 9 Story. The financial results for SEI for the fiscal years presented have been reclassified to Entertainment to reflect this change.

(2) Primarily includes foreign rights and certain product sales in the UK.

(3) Includes Canada, UK, Australia and New Zealand.

(4) Primarily includes markets in Asia.

(5) Overhead includes rental income related to leased space in the Company's headquarters. Rental income of $ was recognized as a reduction to Selling, general and administrative expenses for the fiscal year ended May 31, 2023.

Estimated Returns

A liability for expected returns of $ and $ was recorded within Other accrued expenses on the Company's Consolidated Balance Sheets as of May 31, 2025 and 2024, respectively. In addition, a return asset of $ and $ was recorded within Prepaid expenses and other current assets as of May 31, 2025 and 2024, respectively, for the recoverable cost of product estimated to be returned by customers.

$ Magazines+ subscriptions U.S. digital subscriptions

U.S. education-related (1)

Entertainment-related (2)

Stored value programs

Other (3)

Total contract liabilities$ $

(1) Primarily relates to contracts with school districts and professional services.

(2) Primarily relates to contracts for film and TV productions and production services.

(3) Primarily relates to contracts for various international products and services.

The Company's contract liabilities consist of advance billings and payments received from customers in excess of revenue recognized and revenue allocated to outstanding book fairs incentive credits. Contract liabilities of $ and $ as of May 31, 2025 and 2024, respectively, are recorded within Deferred revenue on the Company's Consolidated Balance Sheets and are classified as short term, as substantially all of the associated performance obligations are expected to be satisfied, and related revenue recognized, within one year. The remaining $ and $ of contract liabilities as of May 31, 2025 and 2024, respectively, are recorded within Other noncurrent liabilities on the Company's Consolidated Balance Sheets as the associated performance obligations are expected to be satisfied, and related revenue recognized, in excess of one year. The amount of revenue recognized during the years ended May 31, 2025 and 2024 included within the opening Deferred revenue balance was $ and $, respectively.

Allowance for Credit Losses

Current period provision Write-offs and other ()

Balance as of May 31, 2025

reportable segments: Children’s Book Publishing and Distribution, Education Solutions, Entertainment and International.

•Children’s Book Publishing and Distribution operates as an integrated business which includes the publication and distribution of children’s books, ebooks, media and interactive products in the United States through its school reading events business, which includes the book clubs and book fairs channels and through the trade channel. This segment is comprised of operating segments.

•Education Solutions includes the publication and distribution to schools and libraries of children’s books, classroom magazines, print and digital supplemental and core classroom materials and programs and related support services, and print and online reference and non-fiction products for grades pre-kindergarten to 12 in the United States. This segment is comprised of operating segment.

•Entertainment includes the development, production, distribution and licensing of children and family film and television content. This segment is comprised of operating segment.

operating segments.

The Company's chief operating decision maker ("CODM") is the President and Chief Executive Officer. The CODM uses operating income (loss) as the profit measure to evaluate segment performance and allocate resources to the segments. The CODM considers variances of actual performance to forecasts and prior year when making decisions.

$ $ $ $ $

Cost of goods sold (3)

()

Selling, general and administrative expenses (3)(4)

Depreciation and amortization

Other segment items (5)

Operating income (Loss)

$ $ $()$()$()$ Interest income (expense), net ()Other components of net periodic benefit (cost) ()

Earnings (loss) before income taxes

$()Other segment disclosures:Segment assets$ $ $ $ $ $ Long-lived asset additions

(1) The Entertainment segment includes the operations of 9 Story Media Group Inc. as acquired on June 20, 2024 ("9 Story"), and Scholastic Entertainment Inc. ("SEI").

(2) Overhead includes all domestic corporate amounts not allocated to segments, including expenses and costs related to the management of corporate assets and rental income related to leased space in the Company's headquarters.

(3) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(4) Selling, general and administrative expenses includes equity in the net income of investees accounted for by the equity method of $ within the Entertainment segment and $ within the International segment.

(5) Other segment items include asset impairments and write downs.

$ $ $ $ $

Cost of goods sold (3)

()

Selling, general and administrative expenses (3)(4)

Depreciation and amortization

Other segment items (5)

Operating income (Loss)

$ $ $()$()$()$ Interest income (expense), net Other components of net periodic benefit (cost)()

Earnings (loss) before income taxes

$ Other segment disclosures:Segment assets$ $ $ $ $ $ Long-lived asset additions

(1) The Entertainment segment includes the operations of 9 Story Media Group Inc. as acquired on June 20, 2024 ("9 Story"), and Scholastic Entertainment Inc. ("SEI"). SEI was reported in the Children's Book Publishing and Distribution segment in prior years. The financial results for SEI for fiscal 2024 have been reclassified to Entertainment to reflect this change.

(3) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(4) Selling, general and administrative expenses includes equity in the net income of investees accounted for by the equity method of $ within the International segment.

(5) Other segment items include asset impairments and write downs.

2023Children's Book Publishing and DistributionEducation Solutions

Entertainment (1)

International

Overhead (2)

ConsolidatedRevenues$ $ $ $ $ $

Cost of goods sold (3)

()

Selling, general and administrative expenses (3)(4)

Depreciation and amortization

U.S. Credit Agreement

On November 26, 2024, Scholastic Corporation and its principal operating subsidiary, Scholastic Inc., entered

into a Third Amendment to Amended and Restated Credit Agreement (the “Amendment”) with a syndicate of

banks and Bank of America, N.A., as administrative agent, and Truist Bank and Wells Fargo Bank, National

Association, as co-syndication agents (as amended by the Third Amendment, the “Credit Agreement”). The

arrangement was accounted for as a debt modification. The revised terms of the amended Credit Agreement

include the following:

•an increase in borrowing limits to $ from $, as amended on October 27, 2021;

•an increase in the interest pricing margins for SOFR loans to a range of % to % from a range of % to % and for Base Rate loans to a range of % to % from a range of % to %;

•the elimination of the credit spread adjustment of % applicable to Term SOFR loans; and

•the extension of the maturity date to November 26, 2029.

The Company incurred debt issuance costs of $ in connection with the Amendment which are amortized over the term of the Credit Agreement. The current portion of these costs is recorded within Prepaid expenses and other current assets and the noncurrent portion is recorded within Other assets and deferred charges on the Company's Consolidated Balance Sheets.

The Credit Agreement provides for a $ unsecured revolving credit facility and allows the Company to borrow, repay or prepay and reborrow at any time prior to the November 26, 2029 maturity date. The Credit Agreement also provides an unlimited basket for permitted payments of dividends and other distributions in respect of capital stock so long as the Corporation’s pro forma Consolidated Net Leverage Ratio, as defined in the Credit Agreement, is not in excess of :1.

Under the Credit Agreement, interest on (i) Base Rate Advances (as defined in the Credit Agreement) is due and payable in arrears quarterly on the last day of each February, May, August and November, and (ii) Term SOFR Advances (as defined in the Credit Agreement) is due and payable in arrears on the last day of the interest period (defined as the period commencing on the date of the advance and ending on the last day of the period selected by the Borrowers at

% or (iii) the Term SOFR Rate plus % plus, in each case, an applicable margin ranging from % to %, as determined by the Company’s prevailing Consolidated Net Leverage Ratio (as defined in the Credit Agreement);

-or-

•a Term SOFR Advance equal to the Term SOFR rate plus an applicable margin ranging from % to %, as determined by the Company’s prevailing Consolidated Net Leverage Ratio (as defined in the Credit Agreement).

As of May 31, 2025, the applicable margin on Base Rate Advances was % and the applicable margin on SOFR Advances was %.

The Credit Agreement provides for payment of a commitment fee in respect of the aggregate unused amount of revolving credit commitments ranging from % to % per annum based upon the Corporation’s then prevailing Consolidated Net Leverage Ratio. As of May 31, 2025, the commitment fee rate was %.

A portion of the revolving credit facility, up to a maximum of $, is available for the issuance of letters of credit. In addition, a portion of the revolving credit facility, up to a maximum of $, is available for swingline loans. The Credit Agreement has an accordion feature which permits the Company, provided certain conditions are satisfied, to increase the facility by up to an additional $.

As of May 31, 2025, the Company had outstanding borrowings of $ under the Credit Agreement at a weighted average interest rate of %. While this obligation is not due until the November 26, 2029 maturity date, the Company may, from time to time, make payments to reduce this obligation when cash from operations becomes available for this purpose. As of May 31, 2024, the Company had outstanding borrowings under the Credit Agreement.

The Credit Agreement contains certain financial covenants related to leverage and interest coverage ratios (as defined in the Credit Agreement), limitations on the amount of dividends and other distributions, and other limitations on fundamental changes to the Company or its business. The Company was in compliance with required covenants for all periods presented.

At May 31, 2025, the Company had open standby letters of credit totaling $ issued under certain credit lines, including $ under the Credit Agreement and $ under the domestic credit lines discussed below.

Unsecured Lines of Credit

As of May 31, 2025, the Company’s domestic credit lines available under unsecured money market bid rate credit lines totaled $. There were outstanding borrowings under these credit lines as of May 31, 2025 and May 31, 2024. As of May 31, 2025, availability under these unsecured money market bid rate credit lines totaled $, excluding commitments of $. All loans made under these credit lines are at the sole discretion of the lender and at an interest rate and term agreed to at the time each loan is made, but not to exceed days. These credit lines may be renewed, if requested by the Company, at the option of the lender.

As of May 31, 2025, the Company had various local currency international credit lines totaling $, underwritten by banks primarily in the United States and the United Kingdom. Outstanding borrowings under these facilities were $ at May 31, 2025 at a weighted average interest rate of %, compared to outstanding borrowings of $ at May 31, 2024 at a weighted average interest rate of %. As of May 31, 2025, the amounts available under these facilities totaled $. These credit lines are typically available for overdraft borrowings or loans up to days and may be renewed, if requested by the Company, at the sole option of the lender.

Film Related Obligations

The Company's entertainment business enters into credit facilities with third-party banks to obtain interim financing for certain productions. The interim production credit facilities are secured by an assignment and direction of specific production financing including tax credits and license contract receivables and are due on demand. As of May 31, 2025, interest is charged at the following rates:

% to % for Canadian dollar loans; and

•SOFR plus a margin ranging from % to % for U.S. dollar loans.

As of May 31, 2025, outstanding borrowings under these facilities were $ at a weighted average interest rate of %.

$ 2027 2028 2029 2030 Thereafter Total commitments$ $

The Company had open standby letters of credit of $ issued under certain credit lines as of May 31, 2025 and 2024, respectively, in support of its insurance programs. These letters of credit are scheduled to expire within ; however, the Company expects that substantially all of these letters of credit will be renewed, at similar terms, prior to their expiration.

Contingencies

Legal Matters

Various claims and lawsuits arising in the normal course of business are pending against the Company. The Company accrues a liability for such matters when it is probable that a liability has occurred and the amount of such liability can be reasonably estimated. When only a range can be estimated, the most probable amount in the range is accrued unless no amount within the range is a better estimate than any other amount, in which case the minimum amount in the range is accrued. Legal costs associated with litigation are expensed in the period in which they are incurred. The Company does not expect, in the case of those various claims and lawsuits arising in the normal course of business where a loss is considered probable or reasonably possible, that the reasonably possible losses from such claims and lawsuits (either individually or in the aggregate) would have a material adverse effect on the Company’s consolidated financial position or results of operations.

The Company expects to receive additional recoveries from its insurance programs related to an intellectual property legal settlement accrued during fiscal 2021, however, it is premature to determine with any level of probability or accuracy the amount of those recoveries at this time.

During fiscal 2023, the Company received $ in recoveries from its insurance programs related to photo litigation settlements accrued and paid in prior periods. The recoveries were recognized as an offset to the legal settlements and reflected in Selling, general and administrative expenses in the Company's Consolidated Statement of Operations for the year ended May 31, 2023.

Completed and not released In production In development

Acquired library content (1)

Other (2)

Investment in Film and Television Programs, net (3)

(1) Acquired library content is monetized individually and amortized on a straight-line basis. At May 31, 2025, the weighted-average remaining amortization period was approximately years.

(2) Other primarily consists of third party distribution rights.

(3) Production tax credits reduced total investment in films and television programs by $ as of May 31, 2025 and resulted in a reduction of Cost of goods sold related to the amortization of investment in films and television programs of approximately $ for the fiscal year ended May 31, 2025.

Amortization of film and television programs was $ for the fiscal year ended May 31, 2025 which was included in Cost of goods sold in the Consolidated Statement of Operations.

Acquired library content

Investment in film and television programs, net includes write-downs to fair value which are included in Cost of goods sold in the Consolidated Statement of Operations. During the fiscal year ended May 31, 2025, the Company recognized write-downs of $ related to programs in development.

Participation costs represent amounts payable to parties associated with the film or television program and are based on the performance of the film or television program. The Company estimates participation costs based on the contractual participation percentage on the revenue recognized to date, less participation payments made to date. As of May 31, 2025, accrued participation costs were $ and were included in Accrued royalties on the Company’s Consolidated Balance Sheet.

$ InternationalEquity method and other investments EntertainmentTotal investments $ $

The Company’s % equity interest in a children’s book publishing business located in the UK is accounted for using the equity method of accounting. Equity method income from this investment is reported in the International segment.

% ownership interest in a financing and production company that makes film, television, and digital programming designed for the youth market. This equity investment does not have a readily determinable fair value and the Company has elected to apply the measurement alternative, and report this investment at cost, less impairment, on the Company's Consolidated Balance Sheets. There have been impairments or adjustments to the carrying value of this investment. This investment is included in the Entertainment segment.

The Company acquired investments of $ as part of the 9 Story acquisition which are included in the Entertainment segment. These acquired investments include a % ownership interest in certain animated television production companies. These joint venture investments are accounted for using the equity method of accounting. The acquired investments also include a % ownership interest in a children's book publishing business located in the UK. This investment is accounted for at cost, less impairment on the Company's Consolidated Balance Sheet. There have been impairments or adjustments to the carrying value of the investment.

Income from equity investments reported in Selling, general and administrative expenses in the Consolidated Statements of Operations totaled $ for the year ended May 31, 2025, $ for the year ended May 31, 2024 and $ for the year ended May 31, 2023. dividends were received in the fiscal years ended May 31, 2025 and May 31, 2023. The Company received dividends of $ for the year ended May 31, 2024.

$ Buildings Capitalized software Furniture, fixtures and equipment Building and leasehold improvements Construction in progress Total at cost$ $ Less: Accumulated depreciation and amortization()()Property, plant and equipment, net$ $

Depreciation and amortization expense related to property, plant, and equipment was $, $ and $ for the fiscal years ended May 31, 2025, 2024 and 2023, respectively. Amortization expense related to cloud computing arrangements was $, $ and $ for the fiscal years ended May 31, 2025, 2024 and 2023, respectively.

10.

$ Operating lease right-of-use assets, netFinance leases Property, plant and equipment, netTotal lease assets$ $ Operating leases:Current portion$ $

Operating lease liabilities, current

Noncurrent portion

Operating lease liabilities, noncurrent

Total operating lease liabilities$ $ Finance leases:Current portion$ $ Other accrued expenses

Noncurrent portion

Other noncurrent liabilitiesTotal finance lease liabilities$ $ Total lease liabilities$ $

As part of the Company's efforts to rightsize its real estate footprint to reduce occupancy costs, the Company recognized a pretax impairment charge of $ and $ for the fiscal years ended May 31, 2025 and 2024, respectively, related to operating lease right-of-use assets in connection with the early exit of certain leased office space. Refer to Note 4, "Asset Write Down", for further discussion regarding the impairment.

$ $ Selling, general and administrative expensesFinance lease costs :Depreciation of leased assets Depreciation and amortizationAccretion of lease liabilities Interest expenseTotal lease expense$ $ $

The following table summarizes certain cash flows information related to the Company's leases for the fiscal years ended May 31:


	2025	2024	2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	$	$
Operating cash flows from finance leases
Financing cash flows from finance leases
Noncash transactions:
Lease assets obtained in exchange for new lease liabilities	$	$	$

$ Fiscal 2027 Fiscal 2028 Fiscal 2029 Fiscal 2030 Thereafter Total lease payments$ $ Less: interest()()Total lease liabilities$ $

Finance LeasesWeighted-average discount rate:Operating Leases % %Finance Leases % %

The Company has leasable space in its headquarters in SoHo, New York City. The lease terms with the Company's tenants typically range from to years. The Company recognized rental income of $, $ and $ for the fiscal years ended May 31, 2025, 2024, and 2023, respectively.

Fiscal 2027 Fiscal 2028 Fiscal 2029 Fiscal 2030 Thereafter

Total

11.

% of the economic interest in the form of non-voting shares and % of the voting shares of 9 Story, a leading independent creator, producer and distributor of premium children’s content based in Toronto, Canada, with studios or offices in New York, United States, Dublin, Ireland and Bali, Indonesia. The aggregate purchase price was $ and was funded through borrowings under the U.S. Credit Agreement incurred during the first quarter of fiscal 2025. The acquisition of 9 Story further enhances the Company's development, production and licensing interests, expanding opportunities to leverage its brand and best-selling publishing and global children's franchises across print, screen and merchandising.

Accounts receivable Investment in film and television programs

Property, plant and equipment

Operating lease right-of-use assets Other Intangible assets:Existing content/IP

Customer contracts/relationships (1)

Trade names Internally developed software

Tax credit receivable

Other assets

Total assets acquired Accounts payable Accrued expenses Deferred revenue Film related obligations Operating lease liabilities Other liabilities Total liabilities assumed Fair value of net assets acquired Goodwill Purchase price consideration$

(1) Includes $ related to distribution contracts and relationships.

The assets acquired include intellectual property ("IP") related to 9 Story's existing and recognized program titles (including Investment in film and television programs), customer contracts/relationships related to licensing, distribution and service arrangements, the trade names associated with 9 Story and Brown Bag Films, its animation studio, and internally developed software. The intellectual property and customer contracts/relationships were valued using the multi-period excess earnings valuation method and are being amortized over years, with the exception of contracts/relationships for service arrangements which are being amortized over years. The trade names were valued using the relief-from-royalty valuation method and are being amortized over years. The internally developed software was valued using the replacement cost method and is being amortized over years. The Company classified these fair value measurements as Level 3 due to the significant unobservable inputs used in the analyses, such as internally-developed discounted cash flow forecasts. The difference between the purchase price over the net identifiable tangible and intangible assets acquired was allocated to goodwill, which is not deductible for tax purposes. The goodwill balance is primarily attributable to the expected synergies from the business combination and acquired workforce. The goodwill and intangible assets acquired were allocated to the Entertainment segment.

The financial results of 9 Story, since the date of acquisition, were included in the Company's Consolidated Financial Statements as of May 31, 2025. 9 Story contributed total revenue of $ and net loss of $ from the date of acquisition on June 20, 2024 through May 31, 2025. The operations of 9 Story are reported in the Entertainment segment.

$ )

The unaudited pro-forma consolidated results above are based on the historical financial statements of the Company and 9 Story and are not necessarily indicative of the results of operations that would have been achieved if the acquisition was completed at the beginning of fiscal 2024 and are not indicative of the future operating results of the combined entities. The financial information for 9 Story prior to the acquisition includes certain adjustments to 9 Story's historical consolidated financial statements to align with U.S. GAAP and the Company's accounting policies. The pro-forma consolidated results of operations also include the effects of purchase accounting adjustments, including amortization charges related to the finite-lived intangible assets acquired, fair value adjustments relating to leases and fixed assets, and the related tax effects assuming that the business combination occurred on June 1, 2023.

The Company incurred acquisition‑related costs of $ and $ during the fiscal years ended May 31, 2025 and 2024, which were included in Selling, general and administrative expenses in the Consolidated Statement of Operations.

Purchase of Noncontrolling Interest

On June 1, 2023, the Company acquired the remaining shares of Make Believe Ideas Limited, a UK-based children's book publishing company, for $, increasing the Company's total ownership from % to %. The acquisition was accounted for as an equity transaction as there was no change in control. The carrying value of the noncontrolling interest at the acquisition date was $. The difference between the fair value of consideration paid and the carrying value was recognized as an adjustment to Additional paid-in capital of $.

Other Acquisitions

On September 1, 2022, the Company acquired % of the share capital of Learning Ovations, Inc., a U.S.-based education technology business and developer of a literacy assessment and instructional system, for $, net of cash acquired. The Company accounted for the acquisition as a business combination under the acquisition method of accounting. Fair values were assigned to the assets and liabilities acquired, including cash, receivables, and technology/know-how. The receivables acquired had a fair value of $ and were collected as of the end of the first quarter of fiscal 2024. The Company utilized internally-developed discounted cash flow forecasts to determine the fair value of the technology/know-how using a discount rate of % to account for the relative risks of the estimated future cash flows. The Company classified this as a Level 3 fair value measurement due to the use of these significant unobservable inputs. The fair values of the net assets were $, which included $ of amortizable intangible assets attributable to the technology/know-how and a $ deferred tax liability. This acquisition resulted in $ of goodwill that was assigned to the Company's Education Solutions segment and was not deductible for tax purposes. The results of operations of this business subsequent to the acquisition are included in the Education Solutions segment. The transaction was not determined to be material to the Company's results and therefore pro forma financial information has not been presented. During fiscal 2024, the Company assessed the recoverability of the amortizable intangible assets which were impacted by the shift to evidence-based approaches to literacy instruction within the education market. Refer to Note 4, "Asset Write Down," for further details.

12.

$ Accumulated impairment()()Beginning balance$ $

Additions (1)

Foreign currency translation Gross ending balance Accumulated impairment()()Ending balance$ $

(1) Includes measurement period adjustments for the 9 Story acquisition which reflect a decrease to goodwill of $ resulting from a net increase in the estimated fair value of the net assets acquired. The increase in the estimated fair value of the net assets acquired consisted of a decrease to deferred tax liabilities of $, an increase to operating lease right-of-use assets of $, a decrease to lease liabilities of $, an increase to the property, plant and equipment of $ and a decrease to the purchase price as a result of a working capital adjustment of $.

In fiscal 2025, the Company completed the 9 Story acquisition which resulted in the recognition of $ of Goodwill, net of measurement period adjustments, included in the Entertainment segment. Refer to Note 11, "Acquisitions", for further details regarding the acquisition.

There were impairment charges related to Goodwill in any of the periods presented.

$ Education Solutions EntertainmentInternationalTotal$$

The following table summarizes the activity in other intangibles included in Other intangible assets, net on the Company’s Financial Statements

$ Additions Amortization expense()()Foreign currency translation Impairments ()

Total other intangibles subject to amortization, net of accumulated amortization of $ and $, respectively

$ $ Total other intangibles not subject to amortization Total other intangibles$ $

During fiscal 2025, the Company completed the 9 Story acquisition which resulted in the recognition of $ of amortizable intangible assets. Refer to Note 11, "Acquisitions", for further details regarding the acquisition.

During fiscal 2024, the Company acquired certain amortizable intangible assets related to educational programs for $ and certain amortizable intangible assets of a U.S.- based children's book publishing business for $. These intangible assets are amortized over the estimated useful life of years and years, respectively.

related to certain education products that were not aligned with evidence-based approaches to literacy instruction. Refer to Note 4, "Asset Write Down," for further details.

Amortization expense for Other intangibles totaled $, $ and $ for the fiscal years ended May 31, 2025, 2024 and 2023, respectively.

2027 2028 2029 2030 Thereafter

years.

13.

$ $ Non-United States()() Total$()$ $

$ $ State and local Non-United States Total Current$ $ $ Deferred Federal$()$ $()State and local()() Non-United States()()()Total Deferred$()$()$() Total Current and Deferred$ $ $

% % %State income tax provision, net of federal income tax benefit()() Difference in effective tax rates on earnings of foreign subsidiaries()() GILTI inclusion Foreign derived intangible income deduction ()Various tax credits ()()

Valuation allowances, excluding state

Uncertain positions ()

Transaction costs

Equity and other compensation ()

Section 162(m) limitation

()

Return to provision and other adjustments

()()()

Permanent differences

()Other, net() ()Effective tax rates()% % %Total provision (benefit) for income taxes$ $ $

Unremitted Earnings

The Company assesses foreign investment levels periodically to determine if all or a portion of the Company’s investments in foreign subsidiaries are indefinitely invested. The Company is permanently reinvested in certain foreign subsidiaries representing a portion of the Company's investments in foreign subsidiaries. Any required adjustment to the income tax provision would be reflected in the period that the Company changes this assessment. As of May 31, 2025, there have been adjustments to the income tax provision related to unremitted earnings.

$ Prepublication expenses Inventory reserves Allowance for credit losses Deferred revenue Stock based compensation Other reserves Postretirement, post employment and pension obligations Tax carryforwards Lease liabilities Other Gross deferred tax assets$ $ Valuation allowance()()Total deferred tax assets$ $ Deferred tax liabilities: Depreciation and amortization()()Lease right-of-use assets()()Research and development costs capitalized()()Other()()Total deferred tax liability$()$()

Total net deferred tax assets (1)

$ $

(1) Total net deferred tax assets includes $ of deferred tax liabilities that were recorded in Other noncurrent liabilities on the Company's Consolidated Balance Sheet primarily due to foreign jurisdictions that cannot be netted.

The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, duration of statutory carryforward periods, tax planning strategies and historical experience. For the fiscal years ended May 31, 2025 and 2024, the valuation allowance decreased by $ and increased by $, respectively.

The Company has gross federal, state and foreign net operating loss carryforwards of $, $ and $, respectively, and tax effected federal, state and foreign net operating loss carryforwards of $, $ and $, respectively, for the fiscal year ended May 31, 2025. In addition, the Company has certain tax carryforwards related to tax credits of $, which have various expiration dates between 2029 and 2035, and charitable contributions of $ for the fiscal year ended May 31, 2025. The federal net operating loss can be carried forward indefinitely, however the deduction is limited to 80% of taxable income in the carryforward year. Certain state net operating loss carryforwards, if not utilized, expire at various times, primarily between fiscal year 2026 and fiscal year 2044. Certain foreign net operating loss carryforwards, if not utilized, also expire at various times. Approximately half of the foreign net operating loss carryforwards expire between fiscal year 2026 and fiscal year 2044 and the remaining carryforwards do not have an expiration date.

Unrecognized tax benefits

The benefits of uncertain tax positions are recorded in the financial statements only after determining a more likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities, in which case such benefits are included in long-term income taxes payable and reduced by the associated federal deduction for state taxes and non-U.S. tax credits. The interest and penalties related to these uncertain tax positions are recorded as part of the Company’s income tax expense and constitute part of Other noncurrent liabilities on the Company’s Consolidated Balance Sheets.

, excluding $ accrued for interest and penalties, $, excluding $ accrued for interest and penalties, and $, excluding $ accrued for interest and penalties, respectively. Of the total amount of unrecognized tax benefits at May 31, 2025, 2024, and 2023, $, $ and $, respectively, would impact the Company’s effective tax rate.

During the years presented, the Company recognized interest and penalties related to unrecognized tax benefits in the provision for taxes in the Consolidated Financial Statements. The Company recognized a benefit of less than $, an expense of $, and a benefit of $ for the years ended May 31, 2025, 2024, and 2023, respectively.

Decreases related to prior year tax positions()Increase related to prior year tax positions Increases related to current year tax positions Settlements during the period Lapse of statute of limitation Gross unrecognized benefits at May 31, 2023$ Decreases related to prior year tax positions()Increase related to prior year tax positions Increases related to current year tax positions Settlements during the period()Lapse of statute of limitation Gross unrecognized benefits at May 31, 2024$ Decreases related to prior year tax positions Increase related to prior year tax positions Increases related to current year tax positions Settlements during the period Lapse of statute of limitation()Gross unrecognized benefits at May 31, 2025$

Income Tax Returns

The Company, including its domestic subsidiaries, files a consolidated U.S. income tax return, and also files tax returns in various states and other local jurisdictions. Also, certain subsidiaries of the Company file income tax returns in foreign jurisdictions. The Company is routinely audited by various tax authorities. The Company was previously under audit for the fiscal 2015 through fiscal 2020 tax years and the examination was completed in fiscal 2023 with no impact to the financial results. The fiscal 2021 through 2024 tax years remain subject to audit.

Tax Legislation Updates

The Organization for Economic Co-operation and Development (OECD) has issued Pillar Two model rules introducing a new global minimum tax of 15% on foreign profits of large multinational corporations intended to be effective in 2024. The United States has not yet adopted Pillar Two rules, however, many countries and jurisdictions have agreed to the proposal by the OECD. As part of the Company's ongoing assessment of the OECD's Pillar Two global minimum tax framework, a comprehensive review was conducted of the Company's global tax position to evaluate the potential impact on its effective tax rate. Based on this analysis, the Company determined the impact of Pillar Two to be immaterial to its financial statements.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA makes key elements of the Tax Cuts and Jobs Act permanent, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation. The legislation has multiple effective dates, with no provisions effective for the Company's fiscal year ended May 31, 2025. The Company is currently assessing the impact on its consolidated financial statements for future periods.

related to a favorable settlement of certain legacy sales tax matters.

14.

Reserved for Issuance Outstanding

The only voting rights vested in the holders of Common Stock, except as required by law, are the election of such number of directors as shall equal at least one-fifth of the members of the Board. The Class A Stockholders are entitled to elect all other directors and to vote on all other matters. The Class A Stockholders and the holders of Common Stock are entitled to one vote per share on matters on which they are entitled to vote. The Class A Stockholders have the right, at their option, to convert shares of Class A Stock into shares of Common Stock on a share-for-share basis. With the exception of voting rights and conversion rights, and as to any rights of holders of Preferred Stock if issued, the Class A Stock and the Common Stock are equal in rank and are entitled on the same basis to dividends and distributions when and if declared by the Board.

During fiscal 2024, Class A Stockholders surrendered shares of Class A Stock for conversion into shares of Common Stock. The surrendered Class A shares were cancelled and cannot be reissued, resulting in shares authorized and shares outstanding as of May 31, 2024 and May 31, 2025.

The Company issues shares of Common Stock from its Treasury stock upon conversion of Class A stock and to meet its share-based payment requirements, net of shares required to be withheld to cover the recipient's tax obligations.

Preferred Stock

The Company's Preferred Stock may be issued in one or more series, with the rights of each series, including voting rights, to be determined by the Board before each issuance. To date, shares of Preferred Stock have been issued.

Stock-based awards

At May 31, 2025, the Company maintained four stockholder-approved stock-based compensation plans with regard to the Common Stock:

•Scholastic Corporation 2021 Stock Incentive Plan (the "2021 Plan");

•Scholastic Corporation 2011 Stock Incentive Plan (the “2011 Plan”), under which no further grants can be made;

•Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (the “2017 Directors Plan”); and

•Scholastic Corporation 2007 Outside Directors Stock Incentive Plan (the “2007 Directors Plan”), under which no further grants can be made.

In September 2021, the Class A Stockholders approved the 2021 Plan which provides for the issuance of certain equity awards, including non-qualified stock options, time-vested restricted stock units, performance-based restricted stock

shares available for issuance pursuant to awards granted or to be granted under the 2021 Plan.

The 2011 Plan was approved by the Class A Stockholders in September 2011 initially providing for shares available for issuance for certain equity awards, including non-qualified stock options, time-vested restricted stock units, performance-based restricted stock units, incentive stock options and other equity awards. In September 2014, the Class A Stockholders approved the second amendment to the 2011 Plan increasing the shares available for issuance pursuant to awards granted under the 2011 Plan by shares. In September 2018, the Class A Stockholders approved the third amendment to the 2011 Plan increasing the shares available for issuance pursuant to awards granted under the 2011 Plan by shares, for a total of shares available for issuance under the 2011 Plan. No further awards can be granted under the 2011 Plan.

The Company’s stock-based awards vest over periods not to exceed four years and the Company's equity plans permit the acceleration of vesting upon retirement for certain eligible employees, as well as for certain other events.

At May 31, 2025, non-qualified stock options to purchase and shares of Common Stock were outstanding under the 2021 Plan and the 2011 Plan, respectively. During fiscal 2025, options were granted under the 2021 Plan at a weighted average exercise price of $.

At May 31, 2025, shares of Common Stock were available for issuance under the 2021 Plan.

In September 2017, the Class A Stockholders approved the 2017 Directors Plan which has shares of Common Stock reserved for issuance and provides for the automatic grant to each non-employee director, on the date of each annual meeting of stockholders, of stock options and/or restricted stock units with a value equal to a fixed dollar amount. The total dollar amount, as well as the relative percentage of stock options and restricted stock units, is determined annually by the Board (or Committee designated by the Board) in advance of the grant date. In July 2024, the Board approved the fiscal 2025 grant to each non-employee director, on the date of the 2024 annual meeting of stockholders, having a value, as determined by the Board, of one hundred twenty-five thousand dollars ($), (based on the fair market value on the date of grant), with % of such award to be awarded as restricted stock units, such grant to vest in its entirety on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders following the date of grant.

In September 2007, the Class A Stockholders approved the 2007 Directors Plan. From September 2007 through September 2011, the 2007 Directors Plan provided for the automatic grant to each non-employee director, on the date of each annual meeting of stockholders, of non-qualified stock options to purchase shares of Common Stock at a purchase price per share equal to the fair market value of a share of Common Stock on the date of grant and restricted stock units. In September 2012, the Class A Stockholders approved an amendment and restatement of the 2007 Directors Plan (the “Amended 2007 Directors Plan”), which provided for the automatic grant to each non-employee director, on the date of each annual meeting of stockholders, of stock options and restricted stock units with a value equal to a fixed dollar amount. The total amount, as well as the relative percentage of stock options and restricted stock units, were to be determined annually by the Board (or committee designated by the Board) in advance of the grant date. The value of the stock options was determined based on the Black-Scholes option pricing method, with the exercise price being the fair market value of the Common Stock on the grant date, and the value of the restricted stock unit portion is the fair market value of the Common Stock on the grant date. In December 2015, the Board approved amendment number 2 to the Amended 2007 Directors Plan to provide that a non-employee director elected between annual meetings of stockholders would receive a grant at the time of such election equal to a pro rata portion of the most recent annual grant of stock options and restricted stock units, based on the number of regular Board meetings remaining to be held for the annual period during which such election occurred.

During fiscal 2025, restricted stock units were granted to the non-employee directors under the 2017 Directors Plan, such grant to vest in its entirety on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of Stockholders following the date of grant. During fiscal 2025, there were shares of Common Stock issued upon the vesting of restricted stock units under the 2017 Directors Plan. As of May 31, 2025, non-qualified stock options to purchase and shares were outstanding under the 2017 Directors Plan and 2007 Directors Plan, respectively. At May 31, 2025, shares of Common Stock were available for issuance under the 2017 Directors Plan.

Stock Options - Generally, stock options granted under the Company's equity plans may not be exercised for a minimum of after the date of grant and expire seven to after the date of grant. The intrinsic value of certain stock options is tax deductible by the Company upon exercise, if compliant with current tax law. The Company

$ $ Total stock-based compensation cost (pretax) Tax benefits (shortfalls) related to stock-based compensation cost() ()Weighted average grant date fair value per option$ $ $

Pretax stock-based compensation cost is recognized in Selling, general and administrative expenses. As of May 31, 2025, the total pretax compensation cost not yet recognized by the Company with regard to outstanding unvested stock options was $. The weighted average period over which this compensation cost is expected to be recognized is years.

$ Granted Exercised() Expired, canceled and forfeited() Outstanding at May 31, 2025 $ $ Exercisable at May 31, 2025 $ $

Restricted Stock Units – In addition to stock options, the Company has issued restricted stock units to certain officers and senior management under the 2021 Plan and the 2011 Plan. During fiscal 2025, restricted stock units were granted under the 2021 Plan. The restricted stock units convert to shares of Common Stock on a -for-one basis upon vesting. For time-vested restricted stock units, vesting is typically in three or four equal annual installments beginning with the first anniversary of the date of grant. For performance-based restricted stock units, vesting is contingent upon attainment of pre-established performance goals. During fiscal 2025, there were and shares of Common Stock issued upon the vesting of restricted stock units under the 2021 Plan and 2011 Plan, respectively. The Company measures the value of restricted stock units at fair value based on the number of units granted and the price of the underlying Common Stock on the grant date, in addition to the expected attainment of pre-established performance goals in the case of performance-based restricted stock units. The Company amortizes the fair value of outstanding restricted stock units as stock-based compensation expense over the requisite service period on a straight-line basis, or sooner if the employee effectively vests upon termination of employment under certain circumstances.

Weighted average grant date price per unit$ $ $

As of May 31, 2025, the total pretax compensation cost not yet recognized by the Company with regard to unvested restricted stock units was $. The weighted average period over which this compensation cost is expected to be recognized is years.

Management Stock Purchase Plan - The Company maintains the Scholastic Corporation Management Stock Purchase Plan (the “MSPP”), which permits certain members of senior management to defer up to % of his or her annual

% discount from the lowest closing price of the Common Stock on NASDAQ on any day during the fiscal quarter in which such bonuses are awarded. The MSPP RSUs are converted into shares of Common Stock on a -for-one basis at the end of the applicable deferral period, which must be a minimum of . The Company measures the value of MSPP RSUs based on the number of awards granted and the price of the underlying Common Stock on the grant date, giving effect to the % discount. The Company amortizes this discount as stock-based compensation expense over the vesting term on a straight-line basis, or sooner if the employee effectively vests upon termination of employment under certain circumstances. During fiscal 2025, there were shares of Common Stock issued upon the vesting of restricted stock units under the MSPP Plan.

Purchase price per unit$ $ $

At May 31, 2025, there were shares of Common Stock remaining authorized for issuance under the MSPP.

As of May 31, 2025, the total pretax compensation cost not yet recognized by the Company with regard to unvested MSPP RSUs was less than $. The weighted average period over which this compensation cost is expected to be recognized is years.

$ Granted Vested() Forfeited() Nonvested as of May 31, 2025 $

The total fair value of shares vested during the fiscal years ended May 31, 2025, 2024 and 2023 was $, $ and $, respectively.

Employee Stock Purchase Plan - The Company maintains the Scholastic Corporation Employee Stock Purchase Plan (the “ESPP”), which is offered to eligible United States employees. The ESPP permits participating employees to purchase Common Stock, with after-tax payroll deductions, on a quarterly basis at a % discount from the closing price of the Common Stock on NASDAQ on the last business day of the calendar quarter. The Company recognizes the discount on the Common Stock issued under the ESPP as stock-based compensation expense in the quarter in which the employees began participating in the ESPP.

Weighted average purchase price per share$ $ $

In September 2024, the Class A Stockholders authorized an additional shares for issuance under the ESPP. At May 31, 2025, there were shares of Common Stock remaining authorized for issuance under the ESPP.

15.

March 2024 March 2025 Total current Board authorizations $ Less repurchases made under the authorizations as of May 31, 2025$()Remaining Board authorization at May 31, 2025$

Remaining Board authorization at May 31, 2025 represents the amount remaining under the Board authorization for Common share repurchases on March 20, 2024 and the current $ Board authorization for Common share repurchases announced on March 19, 2025, which is available for further repurchases, from time to time as conditions allow, on the open market or through negotiated private transactions.

, which included $ of excise tax on share repurchases. The Company's repurchase program may be suspended at any time without prior notice.

16.

% to sponsors of retiree health care benefit plans providing a benefit that is at least actuarially equivalent to Medicare Part D. The Company has determined that the US Postretirement benefits provided to its retiree population are in aggregate the actuarial equivalent of the benefits under Medicare Part D. As a result, in fiscal 2025, 2024 and 2023, the Company recognized a cumulative reduction of its accumulated postretirement benefit obligation of $ due to the Federal subsidy under the Medicare Act.

% % % % % %Rate of compensation increase % % % Weighted average assumptions used to determine net periodic benefit cost:Discount rate % % % % % %Expected long-term return on plan assets % % % Rate of compensation increase % % %

To develop the expected long-term rate of return on plan assets assumption for the UK Pension Plan, the Company considers historical returns and future expectations. Considering this information and the potential for lower future returns due to a generally lower interest rate environment, the Company selected an assumed weighted average long-term rate of return on plan assets of % for the UK Pension Plan.

$ $ $ Interest cost Plan participants’ contributions Actuarial losses (gains)() ()()Foreign currency translation Benefits paid, including expenses()()()()Benefit obligation at end of year$ $ $ $

The net actuarial gain included in the projected benefit obligation for the UK Pension Plan in fiscal 2025 was primarily due to the increase in discount rate and impact of inflation. The net actuarial loss included in the projected benefit obligation for the UK Pension Plan in fiscal 2024 was primarily due to the decrease in discount rate and impact of inflation.

There was no net actuarial gain or loss included in the projected benefit obligation for the US Postretirement Benefits in fiscal 2025 as the gain attributable to the updated census data was offset by the loss attributable to the decrease in discount rate. The net actuarial gain included in the projected benefit obligation for the US Postretirement Benefits in fiscal 2024 was primarily attributable to the increase in discount rate and updated census data.

$ Actual return on plan assets() Employer contributions Benefits paid, including expenses()()Foreign currency translation Fair value of plan assets at end of year$ $

$ $()$()

Noncurrent liabilities

()()()()Net funded balance$()$()$()$()

)$ $()$()$ $()Prior service credit (cost) Amount recognized in
Accumulated comprehensive
income (loss) net of tax() ()() ()

Income tax expense of $, $ and $ were recognized in Accumulated other comprehensive loss at May 31, 2025, 2024 and 2023, respectively.

$ Accumulated benefit obligations Fair value of plan assets

Expected return on assets()()() Amortization of prior service (credit) loss ()()()Other %Total %

The fair values of the Company’s Pension Plan assets are measured using Level 1, Level 2 and Level 3 fair value measurements.

$ $ $

Pooled, Common and Collective Funds (1) (2)

Fixed Income (3)

Annuities Total$ $ $ $

Assets at Fair Value as of May 31, 2024

UK Pension Plan

Level 1

Level 2

Level 3

Total

Cash and cash equivalents

Pooled, Common and Collective Funds (1) (2)

Fixed Income (3)

Annuities

Actual Return on Plan Assets:

Relating to assets held at May 31, 2024

()

Relating to assets sold during the year

Purchases, sales and settlements, net

Transfers in and/or out of Level 3

Foreign currency translation

Balance at May 31, 2025

Contributions

In Fiscal 2026, the Company expects to make contributions of $ to the UK Pension Plan.

Estimated future benefit payments

$ $ 2027 2028 2029 2030 2031 - 2035

% %Rate to which the cost trend is assumed to decline (the ultimate trend rate) % %Year that the rate reaches the ultimate trend rate

Defined contribution plans

The Company also provides defined contribution plans for certain eligible employees. In the United States, the Company sponsors a 401(k) retirement plan and has contributed $, $ and $ for fiscal years 2025, 2024 and 2023, respectively.

17.

$()$ $()$ $()Amortization of net actuarial loss (gain) () Tax (benefit) expense Amounts reclassified from Accumulated other comprehensive income (loss)$ $()$ $()$ $()

The amounts reclassified out of Accumulated other comprehensive income (loss) were recognized in Other components of net periodic benefit (cost) for all periods presented.

)$()$ $() Other comprehensive income (loss) before reclassifications$ $()$ $ Less: amount reclassified from Accumulated other comprehensive income (loss) (net of taxes) Amortization of net actuarial loss$ $ $ $ Amortization of prior service (credit) cost ()() Other comprehensive income (loss) ()

Balance at May 31, 2024 (1)

$()$()$ $() Other comprehensive income (loss) before reclassifications$ $()$ $ Less: amount reclassified from Accumulated other comprehensive income (loss) (net of taxes) Amortization of net actuarial loss$ $ $()$ Amortization of prior service (credit) cost ()() Other comprehensive income (loss) ()

Balance at May 31, 2025 (1)

$()$()$ $()

(1) Accumulated other comprehensive income (loss) related to the UK Pension Plan and the US Postretirement Benefits are reported net of taxes of $, $ and $ at May 31, 2025, 2024, and 2023, respectively.

18.

)$ $ Weighted average Shares of Class A Stock and Common Stock
outstanding for basic earnings (loss) per share (in millions) Dilutive effect of Class A Stock and Common Stock potentially issuable pursuant to stock-based compensation plans (in millions)* Adjusted weighted average Shares of Class A Stock and Common Stock outstanding for diluted earnings (loss) per share (in millions) Earnings (loss) per share of Class A Stock and Common StockBasic earnings (loss) per share$()$ $ Diluted earnings (loss) per share$()$ $ Anti-dilutive shares pursuant to stock-based compensation plans

* The Company experienced a net loss for the fiscal year ended May 31, 2025 and therefore did not report any dilutive share impact. The following potential common shares were excluded from the loss per diluted share computation: outstanding options and restricted stock units of $ and $, respectively.

The Company measures diluted earnings per share using the Treasury Stock method.

As of May 31, 2025, $ remains available for future purchases of common shares under the current repurchase authorization of the Board of Directors. See Note 15, “Treasury Stock,” for a more complete description of the Company’s share buy-back program.

19.

$ Accrued bonus and commissions Accrued other taxes Returns liability Accrued advertising and promotions Other accrued expenses Total accrued expenses$ $

$ Accruals Payments()()Ending balance$ $

During fiscal 2025, the Company recognized $ of severance expense related to cost-saving initiatives.

20.

as of May 31, 2025 and 2024. A net unrealized loss of $ and a net unrealized gain of $ was recognized at May 31, 2025 and May 31, 2024, respectively.

21.

Prepublication assets

Operating lease right-of-use assets, net

Net carrying
value as of

Fair value measured and recognized using

Impairment losses
for fiscal year ended

Additions due to acquisitions

May 31, 2024

Level 1

Level 2

Level 3

May 31, 2024

Prepublication assets

Operating lease right-of-use assets, net

Intangible assets

Net carrying
value as of

Fair value measured and
recognized using

Impairment losses
for fiscal year ended

Additions due to acquisitions

May 31, 2023

Level 1

Level 2

Level 3

May 31, 2023

Goodwill

Intangible assets

22.

shares of common stock on April 18, 2024 at a price of $ per share, representing an aggregate purchase price of $. The price per share paid represented a % discount to the closing price of the stock, $, on the date of execution of the repurchase agreement. The repurchase was made pursuant to the Company’s current share repurchase program as previously approved by the Board. The aforementioned transaction was approved by the Board upon the recommendation of the Audit Committee.

23.

per share on the Company's Class A and Common Stock for the first quarter of fiscal 2026. The dividend is payable on September 15, 2025 to shareholders of record as of the close of business on August 29, 2025.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Scholastic Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Scholastic Corporation (the Company) as of May 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three fiscal years in the period ended May 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(c) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three fiscal years in the period ended May 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July 25, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


						Revenue Recognition - allocation of contract transaction price to identified performance obligations
Description of the Matter						As described in Note 1 to the consolidated financial statements, the Company identifies two performance obligations within its school-based book fair contracts, which include (i) the fulfillment of book fairs product and (ii) the fulfillment of product upon the redemption of incentive program credits by customers. The Company allocates the transaction price to each performance obligation based on a relative standalone selling price. Changes in the allocation of the transaction price could impact the timing of the recognition of revenue. Considering the nature and volume of school-based book fair transactions, we identified the allocation of the transaction price to the identified performance obligations within school-based book fair contracts as a critical audit matter because the estimation of standalone selling price for the incentive program credits required especially challenging auditor effort and judgment in evaluating the methodology used to establish standalone selling price. Estimating standalone selling price for the incentive program credits utilizes estimates of a standardized value per credit. The standardized value per credit is based on historical experience of issuance and redemption patterns related to the incentive program, adjusted to normalize the data and to align with expectations of future redemptions. Changes in those assumptions can have a material effect on the amount of revenue recognized in the current or future periods.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s allocation of transaction price to the two performance obligations. We tested management’s review controls over the significant assumptions, such as adjustments made to historical experience and redemption patterns, and completeness and accuracy of the data used in the calculation. To test the allocation of revenue recognized in current and future periods, our audit procedures included, among others, evaluating the methodology used and analyzing the historical experience and redemption patterns, particularly the adjustments made to normalize the data and to align with expectations of future redemptions. We tested the accuracy and completeness of the underlying historical incentive credit program data used in management’s calculation. To test the accuracy and completeness of historical incentive program issuance and redemption data used in the analysis, we agreed the total incentive program activity to the source system and for a sample of transactions performed transactional testing to source documents. We also evaluated the appropriateness of management’s adjustments to historical data by gaining an understanding of the nature of the adjustments, performing a sensitivity analysis and tracing the adjustments to the historical data to source documents.


						Fair value of investment in film and television programs and distribution contracts and relationships in the 9 Story Media Group business combination
Description of the Matter						As disclosed in Note 11 to the consolidated financial statements, the Company completed the acquisition of 9 Story Media Group (“9 Story”) during 2025 for total consideration of $193.7 million in cash. The transaction was accounted for as a business combination. Auditing the Company's accounting for its acquisition of 9 Story was complex due to the estimation required by management in determining the fair value of certain assets including investment in film and television programs of $42.9 million and distribution contracts and relationships of $36.7 million. The Company used the multi-period excess earnings method under the income approach to value these assets. The significant underlying assumptions under this method included, for both assets, the projected revenue and revenue attributable to the individual assets, as well as the discount rate specifically for the distribution contracts and relationships asset. These assumptions are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating the fair value of investment in film and television programs and distribution contracts and relationships, including controls over management's review of the significant assumptions used in the valuation of the assets (as described above) and review of the valuation model. To test the estimated fair value of the investment in film and television programs and distribution contracts and relationships, we performed audit procedures that included, among others, evaluating the Company's valuation methodology and testing the significant assumptions discussed above utilized by management in the valuation model. We compared the significant assumptions used to the historical results of the acquired business and to other guideline companies within the same industry. We also performed sensitivity analyses of the significant assumptions to evaluate the change in the fair value of the assets resulting from changes in these assumptions. In performing our testing, we involved our valuation specialists to assist with our evaluation of the methodology used by the Company and significant assumptions used in the calculation of fair value.

/s/

We have served as the Company’s auditor since at least 1938, but we are unable to determine the specific year.

July 25, 2025

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Scholastic Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Scholastic Corporation’s internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Scholastic Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the three fiscal years in the period ended May 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(c) and our report dated July 25, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York

July 25, 2025


Supplementary Financial Information
			Summary of Quarterly Results of Operations (Unaudited, amounts in millions except per share data)


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Fiscal Year Ended May 31,
2025
Revenues	$	237.2	$	544.6	$	335.4	$	508.3	$	1,625.5
Cost of goods sold		128.3		228.6		154.6		207.3		718.8
Net income (loss)		(62.5)		48.8		(3.6)		15.4		(1.9)


10.1			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").

10.2			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").

10.3			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).

10.4			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 (incorporated by reference to Form 8-K filed December 3, 2024).

10.5*			Scholastic Corporation Management Stock Purchase Plan, amended and restated effective as of September 23, 2008 (incorporated by reference to the Corporation’s Annual Report on Form 10-K as filed with the SEC on July 30, 2009, SEC File No. 000-19860) (the “2009 10-K”), together with Amendment No. 1 to the Scholastic Corporation Management Stock Purchase Plan, effective as of September 21, 2011 (incorporated by reference to Appendix B to the Corporation’s definitive Proxy Statement as filed with the SEC on August 9, 2011, SEC File No. 000-19860).

10.6*			Scholastic Corporation Director’s Deferred Compensation Plan, amended and restated effective as of September 23, 2008 (incorporated by reference to the 2009 10-K).

10.7*			Scholastic Corporation 2007 Outside Directors Stock Incentive Plan (the “2007 Directors’ Plan”) effective as of September 23, 2008 (incorporated by reference to the 2009 10-K) and the Amended and Restated Scholastic Corporation 2007 Outside Directors Stock Incentive Plan (incorporated by reference to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on January 2, 2013, SEC File No. 000-19860) (the "November 30, 2012 10-Q”), and Amendment No. 1, effective as of May 21, 2013 (incorporated by reference to the Corporation's Annual Report on Form 10-K as filed with the SEC on July 25, 2013, SEC file No. 000-19860 (the "2013 10-K”)), and Amendment No. 2, effective as of December 16, 2015 (incorporated by reference to the Corporation's Quarterly Report on Form 10-Q as filed with the SEC on December 18, 2015, SEC File No. 000-19860).

10.8*			Form of Stock Option Agreement under the 2007 Directors’ Plan (incorporated by reference to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on January 9, 2008, SEC File No. 000-19860) and the Form of Stock Option Agreement under the 2007 Directors’ Plan, effective as of September 19, 2012 (incorporated by reference to the November 30, 2012 10-Q).

10.9*			Form of Restricted Stock Unit Agreement under the 2007 Directors’ Plan (incorporated by reference to the 2009 10-K) and the Form of Restricted Stock Unit Agreement under the 2007 Directors' Plan, effective July 18, 2012 (incorporated by reference to the November 30, 2012 10-Q).

10.10*			Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the Corporation's Quarterly Report on Form 10-Q as filed with the SEC on December 22, 2011, SEC File No. 000-19860 (the "November 30, 2011 10-Q")). Amendment No. 1 to the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the 2013 10-K), Amendment No. 2 to the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the Corporation's Quarterly Report on Form 10-Q as filed with the SEC on December 22, 2014, SEC File No. 000-19860), and Amendment No. 3 to the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the Corporation's Quarterly Report on Form 10-Q as filed with the SEC on December 20, 2018, SEC file No. 000-19860).


10.11*			Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the November 30, 2011 10-Q).

10.12*			Form of Stock Option Agreement under the Scholastic Corporation 2011 Stock Incentive Plan (incorporated by reference to the November 30, 2011 10-Q).

10.13*			Scholastic Corporation 2017 Outside Directors Stock Incentive Plan, as Amended and Restated (incorporated by reference to the May 31, 2024 10-K).

10.14*			Form of Non-Qualified Stock Option Agreement under the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan (incorporated by reference to the August 31, 2017 10-Q).

10.15*			Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan as amended and restated (incorporated by reference to the November 30, 2023 10-Q).

10.16*			Scholastic Corporation 2021 Stock Incentive Plan (incorporated by reference to the August 31, 2022 10-Q).

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

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

10.19*			Form of Performance Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan (incorporated by reference to the November 30, 2024 10-Q).

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

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

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

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

10.24*			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 Corporation’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”).

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

10.26*			Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 18, 2023, (incorporated by reference to the November 30, 2023 10-Q).

10.27			Securities Purchase Agreement between the Purchaser, each of the Sellers and the Sellers’ Representative dated March 11, 2024 (incorporated by reference to Form 8-K filed March 12, 2024).**

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



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

10.30*			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).

10.31*			Letter Agreement dated January 25, 2024 between Peter Warwick and the Company (incorporated by reference to Form 8-K filed January 25, 2024).

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

10.33			Share Repurchase Agreement between Scholastic Corporation and the Preliminary co-Executors of the Estate of M. Richard Robinson, Jr., effective April 18, 2024 (incorporated by reference to the May 31, 2024 10-K).

10.34*			Offer Letter dated July 11, 2022 between Jeffrey N. Matthews and Scholastic Inc. (incorporated by reference to the November 30, 2024 10-Q).

10.35*			Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 16, 2024 (incorporated by reference to the November 30, 2024 10-Q).

10.36*			Performance Stock Unit Agreement between Scholastic Corporation and Jeffrey N. Mathews, dated October 1, 2024 (incorporated by reference to the November 30, 2024 10-Q).

10.37*			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).

10.38*			Letter Agreement dated January 30, 2025 between Peter Warwick and the Company (incorporated by reference to the February 28, 2025 10-Q).

19

21			Subsidiaries of the Corporation, as of May 31, 202 5 .

23			Consent of Ernst & Young LLP.

31.1			Certification of the Chief Executive Officer of the Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of the Chief Financial Officer of the Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32			Certifications of the Chief Executive Officer and the Chief Financial Officer of the Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97			Clawback Policy (incorporated by reference to the May 31, 2024 10-K).

101.INS			XBRL Instance Document ***

101.SCH			XBRL Taxonomy Extension Schema Document ***


101.CAL			XBRL Taxonomy Extension Calculation Document ***

101.DEF			XBRL Taxonomy Extension Definitions Document ***

101.LAB			XBRL Taxonomy Extension Labels Document ***

101.PRE			XBRL Taxonomy Extension Presentation Document ***

*			The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.

**			The Company has filed a redacted version of the Securities Purchase Agreement, omitting the portions of the Agreement (indicated by asterisks) which the Company desires to keep confidential.

***			In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”

Item 16 | Summary

None.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated:	July 25, 2025	SCHOLASTIC CORPORATION

		By: /s/ Peter Warwick
		President and Chief Executive Officer

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Warwick his or her true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary and requisite to be done, as fully and to all the intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Peter Warwick

President and Chief Executive Officer and Director
(principal executive officer)

July 25, 2025

Peter Warwick

/s/ Haji L. Glover

Executive Vice President and Chief Financial Officer

(principal financial officer)

July 25, 2025

Haji L. Glover

/s/ Paul Hukkanen

Senior Vice President and Chief Accounting Officer
(principal accounting officer)

July 25, 2025

Paul Hukkanen

/s/ Andrés Alonso

Director

July 25, 2025

Andrés Alonso

/s/ James W. Barge

Director

July 25, 2025

James W. Barge

/s/ John L. Davies

Director

July 25, 2025

John L. Davies

/s/ Robert L. Dumont

Director

July 25, 2025

Robert L. Dumont

/s/ Alix Guerrier

Director

July 25, 2025

Alix Guerrier

/s/ Kaya Henderson

Director

July 25, 2025

Kaya Henderson

/s/ Linda Li

Director

July 25, 2025

Linda Li

/s/ Iole Lucchese

Director

July 25, 2025

Iole Lucchese

/s/ Verdell Walker

Director

July 25, 2025

Verdell Walker

/s/ David J. Young

Director

July 25, 2025

David J. Young

Scholastic Corporation

Financial Statement Schedule

ANNUAL REPORT ON FORM 10-K

YEAR ENDED May 31, 2025

ITEM 15(c)

S-1

$ $ $ Returns liability

(1)

Reserves for obsolescence Reserve for royalty advances 2024 Allowance for credit losses$ $ $ $ Returns liability

(1)

Reserves for obsolescence Reserve for royalty advances () 2023 Allowance for credit losses$ $ $ $ Returns liability

(1)

Reserves for obsolescence Reserve for royalty advances

(1)Represents actual returns charged to the reserve.

S-2

SCHOLASTIC CORP - Annual Report: 2025 (Form 10-K)

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