SCHOLASTIC CORP 8-K

What Happened

• Scholastic Corporation (filed March 19, 2026) announced its Board has authorized a modified “Dutch Auction” tender offer to repurchase up to $200 million of the company’s common stock.
• The anticipated cash purchase price range is $36.00 to $40.00 per share (less any withholding taxes, no interest). The Offer was expected to commence March 23, 2026 and expire at 5:00 p.m. New York City time on April 20, 2026, unless extended or earlier terminated.
• The company said repurchases are expected to be funded with cash on hand and borrowings available under its revolving credit facility. The press release is attached as Exhibit 99.1 to the 8‑K.

Key Details

• Board authorization: up to $200,000,000 for share repurchases.
• Price range (anticipated): $36.00 to $40.00 per share.
• Expected Offer period: commence March 23, 2026; scheduled to expire April 20, 2026 at 5:00 p.m. (NYC time).
• Funding: cash on hand and borrowings under the Company’s revolving credit facility.
• Status: Offer had not yet commenced at filing; final terms and solicitation will be in tender offer documents and a Schedule TO to be filed with the SEC.

Why It Matters

• A $200M tender offer can reduce the number of outstanding shares, which typically increases earnings per share for remaining shareholders if results stay constant.
• The Dutch Auction format lets shareholders choose whether to tender at prices within the stated range, and the final purchase price will be determined based on submitted tenders.
• Funding with cash and potential borrowings means the company is using both liquidity and available credit — investors should note the funding mix but the filing does not provide detailed financing terms.
• The Offer was not yet effective at filing; shareholders should review the forthcoming Schedule TO and Offer to Purchase for complete terms, conditions and tax implications before making decisions.