UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~November~~February 3028, ~~2025~~2026 Commission File No. 000-19860

SCHOLASTIC CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware		13-3385513
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
557 Broadway,
New York,	New York	10012
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 343-6100


Title of Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	SCHL	The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date:

Title of each class						Number of shares outstanding as of ~~November~~February 3028, ~~2025~~2026
Common Stock, $0.01 par value						2420,~~613~~914,~~593~~276
Class A Stock, $0.01 par value						828,100

SCHOLASTIC CORPORATION

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~November~~February 3028, ~~2025~~2026

INDEX

Part I - Financial Information		Page
Item 1.	Financial Statements
	Condensed Consolidated Statements of Operations (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	4
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	78
	Notes to Condensed Consolidated Financial Statements (Unaudited)	89
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2629
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3741
Item 4.	Controls and Procedures	3842
Part II - Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3943
Item 5.	Other Information	4044
Item 6.	Exhibits	3745
Signatures		4347

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED (Dollar amounts in millions, except per share data)

	Three months ended				~~Six~~Nine months ended
	November 30,		November 30,		November 30,		November 30,
	February 28,		February 28,		February 28,		February 28,
	2025		2024		2025		2024
	2026		2025		2026		2025
Revenues	$	~~551~~329.1	$	~~544~~335.64	$	~~776~~1,105.78	$	~~781~~1,117.82
Operating costs and expenses:
Cost of goods sold		~~225~~150.63		~~228~~154.6		~~349~~499.14		~~356~~511.95
Selling, general and administrative expenses		~~217~~192.58		~~224~~187.95		~~394~~587.75		~~407~~594.05
Depreciation and amortization		1612.59		16.39		3245.87		3148.65
Asset impairments and write downs		~~8.6~~—		0.13		9.4		0.14
Total operating costs and expenses		~~468~~356.20		~~469~~359.93		~~786~~1,142.0		~~795~~1,154.69
Operating income (loss)		82(26.9)		74(23.79)		(936.32)		(1337.87)
Interest income (expense), net		(5.0.8)		(4.43)		(910.53)		(711.47)
Other components of net periodic benefit (cost)		(0.43)		(0.32)		(01.70)		(0.68)
Other non-operating income (expense)		(1.6)		—		(1.6)		—
Gain on sale and leaseback transactions		119.8		—		118.2		—
Earnings (loss) before income taxes		7591.98		70(28.04)		~~(21~~70.1)7		(2150.82)
Provision (benefit) for income taxes		2029.03		21(24.28)		(523.9)4		(832.19)
Net income (loss)	$	5562.95	$	48(3.86)	$	~~(15~~47.2)3	$	(1317.73)
Basic and diluted earnings (loss) per share of Class A and Common Stock
Basic	$	2.2161	$	1(0.7313)	$	(01.~~60)~~91	$	(0.4861)
Diluted	$	2.1755	$	1(0.7113)	$	(01.~~60)~~87	$	(0.4861)

See accompanying notes


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED (Dollar amounts in millions)

	Three months ended				~~Six~~Nine months ended
	November 30,		November 30,		November 30,		November 30,
	February 28,		February 28,		February 28,		February 28,
	2025		2024		2025		2024
	2026		2025		2026		2025
Net income (loss)	$	5562.95	$	48(3.86)	$	~~(15~~47.2)3	$	(1317.73)
Other comprehensive income (loss), net:
Foreign currency translation adjustments		(37.8)7		(118.90)		(07.3)4		(311.7)
Pension and postretirement adjustments (net of tax)		0.2		0.21		0.57		0.45
Total other comprehensive income (loss), net	$	(37.6)9	$	(~~11.~~7.9)	$	08.21	$	(311.32)
Comprehensive income (loss)	$	5270.34	$	37(11.15)	$	~~(15~~55.0)4	$	(1728.05)

See accompanying notes


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Dollar amounts in millions, except per share data)

	November 30, 2025		May 31, 2025		November 30, 2024
	February 28, 2026		May 31, 2025		February 28, 2025
	(unaudited)		(audited)		(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	99104.36	$	124.0	$	~~139~~94.67
Accounts receivable, net		~~296~~248.53		273.4		~~293~~255.09
Inventories, net		~~290~~282.75		250.2		~~282~~270.08
Income tax receivable		1923.25		8.8		2651.06
Tax credit receivable		1718.08		21.0		319.38
Prepaid expenses and other current assets		6157.16		47.9		6764.62
Assets held for sale		350.7		—		—
Total current assets		735.3		725.3		757.0
Total current assets		1,134.5		725.3		811.5
Noncurrent Assets:
Property, plant and equipment, net		~~183~~193.97		516.3		~~522~~517.71
Prepublication costs, net		4342.93		49.7		4847.36
Investment in film and television programs, net		4041.32		42.1		37.95
Operating lease right-of-use assets, net		91264.1		103.9		~~100~~98.48
Royalty advances, net		6971.04		78.1		7185.49
Goodwill		~~198~~200.83		198.9		~~202~~200.20
Other intangible assets, net		8381.07		87.9		8883.64
Noncurrent deferred income taxes		53.25		34.7		2223.90
Other assets and deferred charges		9697.73		113.2		~~130~~111.90
Total noncurrent assets		~~859~~1,045.95		1,224.8		1,~~225~~204.3
Total assets	$	1,~~994~~780.48	$	1,950.1	$	21,~~036~~961.83
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Lines of credit and current portion of long-term debt	$	5.6	$	6.2	$	65.28
Film related obligations		1417.84		18.3		818.38
Accounts payable		~~153~~128.65		157.3		~~157~~133.25
Accrued royalties		6482.03		69.1		6785.31
Deferred revenue		~~227~~213.27		178.8		~~225~~205.02
Other accrued expenses		~~166~~144.40		166.2		~~163~~140.2
Accrued income taxes		21.89		3.7		2.6
Operating lease liabilities		2627.67		26.8		2625.05
Liabilities held for sale		18.5		—		—
Total current liabilities		621.1		626.4		616.7
Total current liabilities		679.5		626.4		655.8
Noncurrent Liabilities:
Long-term debt		~~275.0~~—		250.0		~~250~~275.0
Operating lease liabilities		78251.93		91.5		8584.64
Film related obligations		—		—		13.3
Other noncurrent liabilities		36.5		35.7		43.9
Other noncurrent liabilities		29.8		35.7		46.1
Total noncurrent liabilities		287.8		377.2		403.3
Total noncurrent liabilities		383.7		377.2		395.0
Commitments and Contingencies (see Note 7)		—		—		—
Stockholders’ Equity:
Preferred Stock, $1.00 par value: Authorized, 2.0 shares; Issued and Outstanding, none	$	—	$	—	$	—
Class A Stock, $0.01 par value: Authorized, 3.2 shares; Issued and Outstanding, 0.8 shares		0.0		0.0		0.0
Common Stock, $0.01 par value: Authorized, 70.0 shares; Issued, 42.9 shares; Outstanding, 24.6, 24.2, and 27.3 shares, respectively		0.4		0.4		0.4
Common Stock, $0.01 par value: Authorized, 70.0 shares; Issued, 42.9 shares; Outstanding, 20.9, 24.2, and 25.9 shares, respectively		0.4		0.4		0.4
Additional paid-in capital		~~604~~603.10		607.1		~~603~~605.53
Accumulated other comprehensive income (loss)		(4133.34)		(41.5)		(5563.87)
Retained earnings		~~974~~1,032.21		999.7		~~998~~989.75
Treasury stock, at cost: 18.3, 18.7 and 15.6 shares, respectively		(606.2)		(619.2)		(560.8)
Treasury stock, at cost: 22.0, 18.7 and 17.1 shares, respectively		(730.2)		(619.2)		(590.2)
Total stockholders’ equity		~~931~~871.29		946.5		~~986~~941.03
Total liabilities and stockholders’ equity	$	1,~~994~~780.48	$	1,950.1	$	21,~~036~~961.83

See accompanying notes


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED (Dollar amounts in millions, except per share data)

	Class A Stock			Common Stock			Additional Paid-in Capital			AccumulatedOther ComprehensiveIncome (Loss)			RetainedEarnings		Treasury StockAt Cost			TotalStockholders'Equity
	Shares	Amount		Shares	Amount
Balance at June 1, 2024	0.8	$	0.0	27.4	$	0.4		$	604.6		$	(52.5)	$	1,023.7		$	(558.1)		$	1,018.1
Net Income (loss)	—	—		—	—			—			—		(62.5)			—			(62.5)
Foreign currency translation adjustment	—	—		—	—			—			8.2		—			—			8.2
Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.2		—			—			0.2
Stock-based compensation	—	—		—	—			2.2			—		—			—			2.2
Proceeds pursuant to stock-based compensation plans	—	—		—	—			0.1			—		—			—			0.1
Purchases of treasury stock at cost	—	—		(0.2)	—			—			—		—			(5.0)			(5.0)
Treasury stock issued pursuant to equity-based plans	—	—		0.1	—			(0.6)			—		—			2.2			1.6
Dividends ($0.20 per share)	—	—		—	—			—			—		(5.6)			—			(5.6)
Balance at August 31, 2024	0.8	$	0.0	27.3	$	0.4		$	606.3		$	(44.1)	$	955.6		$	(560.9)		$	957.3
Net Income (loss)	—	—		—	—			—			—		48.8			—			48.8
Foreign currency translation adjustment	—	—		—	—			—			(11.9)		—			—			(11.9)
Pension and post-retirement adjustments (net of tax of $0.0)	—	—		—	—			—			0.2		—			—			0.2
Stock-based compensation	—	—		—	—			2.1			—		—			—			2.1
Proceeds pursuant to stock-based compensation plans	—	—		—	—			(0.5)			—		—			—			(0.5)
Purchases of treasury stock at cost	—	—		(0.1)	—			—			—		—			(5.0)			(5.0)
Treasury stock issued pursuant to equity-based plans	—	—		0.1	—			(4.4)			—		—			5.1			0.7
Dividends ($0.20 per share)	—	—		—	—			—			—		(5.7)			—			(5.7)
Balance at November 30, 2024	0.8	$	0.0	27.3	$	0.4		$	603.5		$	(55.8)	$	998.7		$	(560.8)		$	986.0
Net Income (loss)	—	—		—	—			—			—		(3.6)			—			(3.6)
Foreign currency translation adjustment	—	—		—	—			—			(8.0)		—			—			(8.0)
Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.1		—			—			0.1
Stock-based compensation	—	—		—	—			2.4			—		—			—			2.4
Proceeds pursuant to stock-based compensation plans	—	—		—	—			0.1			—		—			—			0.1
Purchases of treasury stock at cost	—	—		(1.5)	—			—			—		—			(30.6)			(30.6)
Treasury stock issued pursuant to equity-based plans	—	—		0.1	—			(0.7)			—		—			1.2			0.5
Dividends ($0.20 per share)	—	—		—	—			—			—		(5.6)			—			(5.6)
Balance at February 28, 2025	0.8	$	0.0	25.9	$	0.4		$	605.3		$	(63.7)	$	989.5		$	(590.2)		$	941.3

	Class A Stock			Common Stock			Additional Paid-in Capital			AccumulatedOther ComprehensiveIncome (Loss)			RetainedEarnings		Treasury StockAt Cost			TotalStockholders'Equity
	Shares	Amount		Shares	Amount
Balance at June 1, 2025	0.8	$	0.0	24.2	$	0.4		$	607.1		$	(41.5)	$	999.7		$	(619.2)		$	946.5
Net Income (loss)	—	—		—	—			—			—		(71.1)			—			(71.1)
Foreign currency translation adjustment	—	—		—	—			—			3.5		—			—			3.5
Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.3		—			—			0.3
Stock-based compensation	—	—		—	—			1.9			—		—			—			1.9
Proceeds pursuant to stock-based compensation plans	—	—		—	—			0.5			—		—			—			0.5
Treasury stock issued pursuant to equity-based plans	—	—		0.1	—			(1.6)			—		—			3.1			1.5
Dividends ($0.20 per share)	—	—		—	—			—			—		(5.1)			—			(5.1)
Balance at August 31, 2025	0.8	$	0.0	24.3	$	0.4		$	607.9		$	(37.7)	$	923.5		$	(616.1)		$	878.0
Net Income (loss)	—	—		—	—			—			—		55.9			—			55.9
Foreign currency translation adjustment	—	—		—	—			—			(3.8)		—			—			(3.8)
Pension and post-retirement adjustments (net of tax of $0.0)	—	—		—	—			—			0.2		—			—			0.2
Stock-based compensation	—	—		—	—			2.5			—		—			—			2.5
Proceeds pursuant to stock-based compensation plans	—	—		—	—			2.9			—		—			—			2.9
Treasury stock issued pursuant to equity-based plans	—	—		0.3	—			(9.2)			—		—			9.9			0.7
Dividends ($0.20 per share)	—	—		—	—			—			—		(5.2)			—			(5.2)
Balance at November 30, 2025	0.8	$	0.0	24.6	$	0.4		$	604.1		$	(41.3)	$	974.2		$	(606.2)		$	931.2

See accompanying notes

SCHOLASTIC CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED(Dollar 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
	Shares	Amount		Shares	Amount
Balance at June 1, 2025	0.8	$	0.0	24.2	$	0.4		$	607.1		$	(41.5)	$	999.7		$	(619.2)		$	946.5
Net Income (loss)	—	—		—	—			—			—		(71.1)			—			(71.1)
Foreign currency translation adjustment	—	—		—	—			—			3.5		—			—			3.5
Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.3		—			—			0.3
Stock-based compensation	—	—		—	—			1.9			—		—			—			1.9
Proceeds pursuant to stock-based compensation plans	—	—		—	—			0.5			—		—			—			0.5

Treasury stock issued pursuant to equity-based plans	—	—		0.1	—			(1.6)			—		—			3.1			1.5
Dividends ($0.20 per share)	—	—		—	—			—			—		(5.1)			—			(5.1)

Balance at August 31, 2025	0.8	$	0.0	24.3	$	0.4		$	607.9		$	(37.7)	$	923.5		$	(616.1)		$	878.0
Net Income (loss)	—	—		—	—			—			—		55.9			—			55.9
Foreign currency translation adjustment	—	—		—	—			—			(3.8)		—			—			(3.8)
Pension and post-retirement adjustments (net of tax of $0.0)	—	—		—	—			—			0.2		—			—			0.2
Stock-based compensation	—	—		—	—			2.5			—		—			—			2.5
Proceeds pursuant to stock-based compensation plans	—	—		—	—			2.9			—		—			—			2.9

Treasury stock issued pursuant to equity-based plans	—	—		0.3	—			(9.2)			—		—			9.9			0.7
Dividends ($0.20 per share)	—	—		—	—			—			—		(5.2)			—			(5.2)

Balance at November 30, 2025	0.8	$	0.0	24.6	$	0.4		$	604.1		$	(41.3)	$	974.2		$	(606.2)		$	931.2
Net Income (loss)	—	—		—				—			—		62.5			—			62.5
Foreign currency translation adjustment	—	—		—	—			—			7.7		—			—			7.7
Pension and post-retirement adjustments (net of tax of $0.1)	—	—		—	—			—			0.2		—			—			0.2
Stock-based compensation	—	—		—	—			2.2			—		—			—			2.2
Proceeds pursuant to stock-based compensation plans	—	—		—	—			4.0			—		—			—			4.0
Purchases of treasury stock at cost	—	—		(3.9)	—			—			—		—			(131.8)			(131.8)
Treasury stock issued pursuant to equity-based plans	—	—		0.2	—			(7.3)			—		—			7.8			0.5
Dividends ($0.20 per share)	—	—		—	—			—			—		(4.6)			—			(4.6)

Balance at February 28, 2026	0.8	$	0.0	20.9	$	0.4		$	603.0		$	(33.4)	$	1,032.1		$	(730.2)		$	871.9

	Six months ended
	November 30,		November 30,
	2025		2024
Cash flows - operating activities:
Net income (loss)	$	(15.2)	$	(13.7)
Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities:
Provision for losses on accounts receivable		3.8		3.0
Provision for losses on inventory		6.0		9.6
Provision for losses on royalty advances		2.2		1.6
Amortization of prepublication costs		11.1		11.0
Amortization of film and television programs		3.9		6.4
Depreciation and amortization		39.1		37.9
Amortization of pension and postretirement plans		0.4		0.3
Deferred income taxes		0.0		0.2
Stock-based compensation		4.4		4.3
Income from equity-method investments		(0.3)		(0.8)
Non cash write off related to asset impairments and write downs		9.4		0.1
Changes in assets and liabilities, net of amounts acquired:
Accounts receivable		(27.5)		(46.3)
Inventories		(47.1)		(28.3)
Income tax receivable		(10.4)		(10.3)
Tax credit receivable		3.7		1.1
Prepaid expenses and other current assets		(16.3)		(16.2)
Investment in film and television programs		(5.6)		(5.8)
Royalty advances		6.9		(15.4)
Employee benefit plan contribution		(8.6)		—
Accounts payable		(3.5)		16.6
Accrued royalties		(5.0)		12.4
Deferred revenue		48.5		53.4
Other accrued expenses		(4.5)		(4.2)
Accrued income taxes		(0.9)		0.7
Other, net		(3.1)		11.7
Net cash provided by (used in) operating activities		(8.6)		29.3
Cash flows - investing activities:
Prepublication expenditures		(9.2)		(10.1)
Additions to property, plant and equipment		(20.0)		(30.9)
Acquisitions, net of cash acquired		—		(176.2)
Net cash provided by (used in) investing activities		(29.2)		(217.2)
Cash flows - financing activities:
Borrowings under lines of credit and long-term debt, net of debt issuance costs		107.9		251.5
Repayments of lines of credit and long-term debt		(83.4)		(1.3)
Borrowings under film related obligations		9.5		8.7
Repayments of film related obligations		(12.7)		(23.3)
Repayments of capital lease obligations		(1.0)		(0.9)
Reacquisition of common stock		—		(10.0)
Proceeds pursuant to stock-based compensation plans		3.9		1.1
Payment of dividends		(10.3)		(11.3)
Net cash provided by (used in) financing activities		13.9		214.5
Effect of exchange rate changes on cash and cash equivalents		(0.8)		(0.7)
Net increase (decrease) in cash and cash equivalents		(24.7)		25.9
Cash and cash equivalents at beginning of period		124.0		113.7
Cash and cash equivalents at end of period	$	99.3	$	139.6

See accompanying notes


SCHOLASTIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (Dollar amounts in millions)


	Nine months ended
	February 28, 2026		February 28, 2025
Cash flows - operating activities:
Net income (loss)	$	47.3	$	(17.3)
Adjustments to reconcile Net income (loss) to net cash provided by (used in) operating activities:
Provision for losses on accounts receivable		4.7		3.9
Provision for losses on inventory		8.8		12.6
Provision for losses on royalty advances		3.0		2.4
Amortization of prepublication costs		16.3		16.4
Amortization of film and television programs		7.0		8.2
Depreciation and amortization		55.3		57.8
Amortization of pension and postretirement plans		0.6		0.3
Deferred income taxes		(0.1)		0.0
Stock-based compensation		6.6		6.7
Income from equity-method investments		(0.4)		(0.8)
Non cash write off related to asset impairments and write downs		9.4		0.4
Gain on sale and leaseback transactions		(118.2)		—
Changes in assets and liabilities, net of amounts acquired:
Accounts receivable		21.9		(11.0)
Inventories		(39.0)		(22.1)
Income tax receivable		(14.6)		(36.0)
Tax credit receivable		2.3		12.1
Prepaid expenses and other current assets		(13.5)		(13.8)
Investment in film and television programs		(8.8)		(8.2)
Royalty advances		3.9		(30.8)
Employee benefit plan contribution		(8.6)		—
Accounts payable		(29.3)		(6.4)
Accrued royalties		12.4		30.8
Deferred revenue		34.2		34.1
Other accrued expenses		(26.6)		(25.0)
Accrued income taxes		(1.8)		0.7
Other, net		(11.9)		2.3
Net cash provided by (used in) operating activities		(39.1)		17.3

Cash flows - investing activities:
Prepublication expenditures		(13.0)		(15.8)
Additions to property, plant and equipment		(33.4)		(39.9)
Net proceeds from sale and leaseback transactions		452.4		—

Acquisitions, net of cash acquired		—		(176.2)

Other, net		—		(0.1)
Net cash provided by (used in) investing activities		406.0		(232.0)

Cash flows - financing activities:
Borrowings under lines of credit and long-term debt, net of debt issuance costs		109.2		303.1
Repayments of lines of credit and long-term debt		(359.7)		(29.6)
Borrowings under film related obligations		13.9		14.8
Repayments of film related obligations		(14.8)		(33.4)
Repayments of capital lease obligations		(1.2)		(1.4)
Reacquisition of common stock		(127.2)		(40.0)
Proceeds pursuant to stock-based compensation plans		8.3		1.2
Payment of dividends		(15.4)		(17.0)
Other, net		—		(0.1)
Net cash provided by (used in) financing activities		(386.9)		197.6

Effect of exchange rate changes on cash and cash equivalents		0.6		(1.9)

Net increase (decrease) in cash and cash equivalents		(19.4)		(19.0)
Cash and cash equivalents at beginning of period		124.0		113.7
Cash and cash equivalents at end of period	$	104.6	$	94.7

See accompanying notes


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

1. BASIS OF PRESENTATION

Principles of consolidation

The accompanying condensed consolidated interim financial statements (referred to as the “Financial Statements” herein) include the accounts of Scholastic Corporation (the “Corporation”) and all wholly-owned and majority-owned subsidiaries (collectively, “Scholastic” or the “Company”). The Company reviews its relationships with other entities to identify whether it is the primary beneficiary of a variable interest entity (“VIE”). If the determination is made that the Company is the primary beneficiary, then the entity is consolidated. Intercompany transactions are eliminated in consolidation.

The Company’s fiscal year is not a calendar year. Accordingly, references in this document to fiscal 2026 relate to the twelve-month period ending May 31, 2026. Certain prior period amounts have been reclassified to conform with the current year presentation.

Interim Financial Statements

The accompanying Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025. The Financial Statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the Financial Statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the Financial Statements for the periods presented.

Seasonality

The Company’s Children’s Book Publishing and Distribution school-based book club and book fair channels and most of its Education Solutions businesses operate on a school-year basis; therefore, the Company’s business is highly seasonal. As a result, the Company’s revenues in the first and third quarters of the fiscal year generally are lower than its revenues in the other two fiscal quarters. Typically, school-based channels and magazine revenues are minimal in the first quarter of the fiscal year as schools are not in session. Education channel revenues are generally higher in the fourth quarter. Trade channel and Entertainment segment revenues can vary throughout the year due to the timing of published titles' release dates and program production deliveries and the start dates of distribution license agreements.

Use of Estimates

The preparation of these Financial Statements involves the use of estimates and assumptions by management, which affects the amounts reported in the Financial Statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of certain assets and liabilities. Actual results may differ from those estimates and assumptions. On an on-going basis, the Company evaluates the adequacy of its reserves and the estimates used in these calculations, including, but not limited to:

•Accounts receivable allowance for credit losses

•Pension and postretirement benefit plans

•Uncertain tax positions

•The timing and amount of future income taxes and related deductions

•Inventory reserves

•Cost of goods sold from book fair operations during interim periods based on estimated gross profit rates

•Sales tax contingencies

•Royalty advance reserves and royalty expense accruals

•Expected economic useful life and recoverability of film and television program assets

•Impairment testing for goodwill, intangibles and other long-lived assets and investments

•Assets and liabilities acquired in business combinations

SCHOLASTIC CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED(Dollar amounts in millions, except per share data)

•Variable consideration related to anticipated returns


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

•Allocation of transaction price to contractual performance obligations

Recently Issued Accounting Pronouncements

In ~~September~~December 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-0610, "~~Intangibles—Goodwill~~Government ~~and~~Grants ~~Other—Internal-Use Software~~ (~~Subtopic~~Topic ~~350-40~~832): ~~Targeted~~Accounting ~~Improvements~~for toGovernment ~~the~~Grants ~~Accounting~~Received ~~for~~by ~~Internal-Use~~Business ~~Software~~Entities." The amendments in this Update ~~remove~~establish ~~all~~the ~~references~~accounting tofor ~~prescriptive~~a ~~and~~government ~~sequential~~grant ~~software~~received ~~development~~by ~~stages~~a ~~throughout~~business ~~Subtopic 350-40. Therefore~~entity, anincluding ~~entity~~guidance isfor ~~required~~(1) toa ~~start~~grant ~~capitalizing~~related ~~software~~to ~~costs~~an ~~when~~asset ~~both~~and of(2) ~~the~~a ~~following~~grant ~~occur:~~related 1to income. ~~Management~~A ~~has~~grant ~~authorized~~related ~~and committed~~ to ~~funding~~an ~~the~~asset ~~software~~is ~~project.~~a 2.government Itgrant, isor ~~probable~~part ~~that~~of ~~the~~a ~~project~~government ~~will~~grant, bethat ~~completed~~is ~~and~~conditioned on the ~~software~~purchase, ~~will~~construction, beor ~~used~~acquisition toof ~~perform~~an ~~the~~asset ~~function~~(for ~~intended.~~example, ~~The~~a ~~amendments~~long-lived inasset ~~this~~or ~~Update~~inventory). ~~specify~~A ~~that~~grant ~~the~~related ~~disclosures~~to inincome ~~Subtopic~~is ~~360-10,~~a ~~"Property,~~government ~~Plant~~grant, ~~and~~or ~~Equipment—Overall,"~~part ~~are~~of ~~required~~a ~~for~~government ~~all capitalized internal-use software costs~~grant, ~~regardless~~other ofthan ~~how~~a ~~those~~grant ~~costs~~related ~~are~~to ~~presented~~an inasset ~~the~~(for ~~financial statements. Additionally~~example, ~~the~~a ~~amendments~~grant ~~clarify~~ that ~~the~~reimburses ~~intangibles~~a ~~disclosures~~business inentity ~~paragraphs~~for ~~350-30-50-1~~operating ~~through~~expenses). ~~50-3~~The ~~are~~update ~~not~~provides ~~required~~guidance for ~~capitalized~~the ~~internal-use~~recognition, ~~software costs. Furthermore~~measurement, ~~the~~and ~~amendments~~presentation inof ~~this~~government ~~Update~~grants. ~~supersede~~This ~~the~~ASU ~~website~~applies ~~development~~to ~~costs~~government ~~guidance~~tax ~~and~~credits ~~incorporate~~that the ~~recognition~~Company ~~requirements~~receives ~~for~~related ~~website-specific~~to ~~development~~film, ~~costs~~television ~~from~~and ~~Subtopic~~digital ~~350-50~~media ~~into~~production ~~Subtopic~~and ~~350-40~~distribution. ~~This~~The ASU is effective for the Company's fiscal year ~~2029.~~2030 ~~Early~~and early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software." The amendments in this Update remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1. Management has authorized and committed to funding the software project. 2. It is probable that the project will be completed and the software will be used to perform the function intended. The amendments in this Update specify that the disclosures in Subtopic 360-10, "Property, Plant, and Equipment—Overall," are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. Additionally, the amendments clarify that the intangibles disclosures in paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use software costs. Furthermore, the amendments in this Update supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. This ASU is effective for the Company's fiscal year 2029. Early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." The amendments in this Update provide entities with a practical expedient related to developing reasonable and supportable forecasts as part of estimating expected credit losses, in which entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. If the Company elects to use the practical expedient, this ASU is effective for the Company's fiscal year 2027. Early adoption is allowed. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses." This ASU improves financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. In January 2025, the FASB issued ASU 2025-01,""Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date" to clarify the effective date of ASU 2024-03 for non-calendar year-end entities. ASU 2024-03 is effective for the Company's fiscal year 2028, and interim periods starting in fiscal year 2029. Early adoption is permitted. The amendments in this ASU are to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact of the disclosure requirements on its consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740)." The amendments in this update enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this ASU require more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This ASU will be effective for the Company's annual disclosures for fiscal year 2026 and the Company will apply the amendments prospectively. ~~The Company expects the adoption of this ASU to primarily result in additional disclosures related to tax rates for certain individual states.~~

~~Refer to the Company’s Annual Report on Form~~ 10~~-K for the fiscal year ended May 31, 2025 for more information on current applicable authoritative guidance and its impact on the Company's financial statements.~~


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

The Company expects the adoption of this ASU to primarily result in additional disclosures related to tax rates for certain individual states.

Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025 for more information on current applicable authoritative guidance and its impact on the Company's financial statements.

2. REVENUES

Disaggregated Revenue Data

The following table presents the Company’s segment revenues disaggregated by region and domestic channel:

	Three months ended				~~Six~~Nine months ended
	November 30,		November 30,		November 30,		November 30,
	February 28,		February 28,		February 28,		February 28,
	2025		2024		2025		2024
	2026		2025		2026		2025
Book Clubs - U.S.	$	2814.56	$	3315.2	$	3044.39	$	3551.91
Book Fairs - U.S.		~~242~~113.03		~~231~~110.07		~~276~~389.14		~~259~~370.85
Trade - U.S.		~~102~~62.95		9168.09		~~164~~226.16		~~149~~218.21
Trade - International (1)		7.52		~~11.~~8.5		1927.80		2736.50
Total Children's Book Publishing and Distribution	$	~~380~~197.96	$	~~367~~203.03	$	~~490~~687.39	$	~~472~~675.47
Education Solutions - U.S.	$	6256.21	$	7157.2	$	~~102~~158.34	$	~~126~~184.91
Total Education Solutions	$	6256.21	$	7157.2	$	~~102~~158.34	$	~~126~~184.91
Entertainment - U.S.	$	12.60	$	1.30	$	35.0	$	23.9
Entertainment - International (2)		1314.50		1511.58		2539.7		3042.53
Total Entertainment	$	1516.10	$	1612.8	$	2844.7	$	3346.42
International - Major Markets (3)	$	7848.37	$	7549.67	$	~~127~~175.29	$	~~123~~173.74
International - Other Markets (4)		1110.20		119.16		2131.7		1929.84
Total International	$	8958.57	$	8659.73	$	~~148~~207.96	$	~~143~~202.58
Overhead (5)	$	30.47	$	2.98	$	67.52	$	58.64
Total Overhead	$	30.47	$	2.98	$	67.52	$	58.64
Total Revenues	$	~~551~~329.1	$	~~544~~335.64	$	~~776~~1,105.78	$	~~781~~1,117.82

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

(2) Primarily includes production, distribution and licensing revenues in Canada, Ireland and Indonesia.

(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. As a result of the sale and leaseback transactions, the Company no longer owns the leasable space. Refer to Note 4, "Sale and Leaseback Transactions", and Note 12, "Leases", for further details.

Estimated Returns

A liability for expected returns of $3936.59, $34.4, and $3433.83 is recorded within Other accrued expenses as of ~~November~~February 3028, ~~2025~~2026, May 31, 2025, and ~~November~~February 3028, ~~2024~~2025, respectively. In addition, a return asset of $3.45, $3.7, and $43.08 is recorded within Prepaid expenses and other current assets as of ~~November~~February 3028, ~~2025~~2026, May 31, 2025, and ~~November~~February 3028, ~~2024~~2025, respectively, for the recoverable cost of product estimated to be returned by customers.

1011


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

Contract Liabilities

The following table presents further detail regarding the Company's contract liabilities as of the dates indicated:

	November 30, 2025		May 31, 2025		November 30, 2024
	February 28, 2026		May 31, 2025		February 28, 2025
Book fairs incentive credits	$	~~124~~121.29	$	122.1	$	~~120~~116.8
Magazines+ subscriptions		4325.2		3.9		4828.31
U.S. digital subscriptions		108.54		11.1		1715.93
U.S. education-related (1)		6.63		7.5		9.5
Entertainment-related (2)		1213.49		8.2		7.73
Stored value programs		2732.1		22.4		2125.08
Other (3)		68.58		7.8		5.7.5
Total contract liabilities	$	~~230~~216.56	$	183.0	$	~~230~~210.93

(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 $~~227~~213.27, $178.8 and $~~225~~205.02 as of ~~November~~February 3028, ~~2025~~2026, May 31, 2025 and ~~November~~February 3028, ~~2024~~2025, respectively, are recorded within Deferred revenue on the Company's Condensed 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 $32.39, $4.2 and $5.91 of contract liabilities as of ~~November~~February 3028, ~~2025~~2026, May 31, 2025 and ~~November~~February 3028, ~~2024~~2025, respectively, are recorded within Other noncurrent liabilities on the Company's Condensed Consolidated Balance Sheets as the associated performance obligations are expected to be satisfied, and related revenue recognized, in excess of one year. The Company recognized revenue which was included in the opening Deferred revenue balance in the amount of $4335.37 and $80116.30 for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, respectively, and $4135.91 and $71106.12 for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025, respectively.

Allowance for Credit Losses

The Company recognizes an allowance for credit losses on customer receivables that are expected to be incurred over the lifetime of the receivable. Reserves for estimated credit losses are established at the time of sale and are based on relevant information about past events, current conditions, and supportable forecasts impacting ~~its~~ ultimate collectability, including specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience. The Company reviews new information as it becomes available and makes adjustments to the reserves accordingly. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off.

The following table presents the change in the allowance for credit losses, which is included in Accounts receivable, net on the Condensed Consolidated Balance Sheets:

	Allowance for Credit Losses
Balance as of June 1, 2025	$	11.0
Provision (benefit)		0.7
Write-offs and other		(0.8)
Balance as of August 31, 2025	$	10.9
Provision (benefit)		3.1
Write-offs and other		(2.3)
Balance as of November 30, 2025	$	11.7
Provision (benefit)		0.9
Write-offs and other		(1.8)
Balance as of February 28, 2026	$	10.8

1112


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

3. SEGMENT INFORMATION

The Company categorizes its businesses into four 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 two 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, including 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 one operating segment.

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

•International includes the publication and distribution of products and services outside the United States by the Company’s international operations and its export and foreign rights businesses. This segment is comprised of four 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.

The following tables present the Company’s revenue, significant expenses, and operating income (loss) by segment for the periods indicated:

SCHOLASTIC CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED(Dollar amounts in millions, except per share data)

Three months ended November 30, 2025
		Children's Book Publishing and Distribution		Education Solutions		Entertainment		International		Overhead (1)		Consolidated
Revenues	$	380.9	$	62.2	$	15.1	$	89.5	$	3.4	$	551.1
Cost of goods sold (2)		146.5		23.8		8.8		47.9		(1.4)		225.6
Selling, general and administrative expenses (2)(3)		120.2		36.7		6.9		27.8		25.9		217.5
Depreciation and amortization		5.4		3.0		3.2		1.4		3.5		16.5
Other segment items (4)		—		3.4		5.2		—		—		8.6
Operating income (loss)	$	108.8	$	(4.7)	$	(9.0)	$	12.4	$	(24.6)	$	82.9
Interest income (expense), net												(5.0)
Other components of net periodic benefit (cost)												(0.4)
Other non-operating income (expense)												(1.6)
Earnings (loss) before income taxes											$	75.9
Other segment disclosures:
Segment assets (5)	$	666.6	$	210.7	$	243.1	$	261.8	$	612.2	$	1,994.4
Long-lived asset additions		1.0		—		0.1		1.3		4.4		6.8
(1) 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.(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method. Income of less than $0.1 and $0.4 was recognized within the Entertainment and International segments, respectively.(4) Other segment items include asset impairments and write downs.(5) Segment assets within Overhead include assets held for sale. Refer to Note 4, "Assets and Liabilities Held for Sale," for further details.
Three months ended November 30, 2024
		Children's Book Publishing and Distribution		Education Solutions		Entertainment		International		Overhead (1)		Consolidated
Revenues	$	367.0	$	71.2	$	16.8	$	86.7	$	2.9	$	544.6
Cost of goods sold (2)		143.3		27.3		10.6		48.9		(1.5)		228.6
Selling, general and administrative expenses (2)(3)		115.9		41.7		8.1		30.6		28.6		224.9
Depreciation and amortization		5.7		2.7		2.8		1.5		3.6		16.3
Other segment items (4)		—		—		—		—		0.1		0.1
Operating income (Loss)	$	102.1	$	(0.5)	$	(4.7)	$	5.7	$	(27.9)	$	74.7
Interest income (expense), net												(4.4)
Other components of net periodic benefit (cost)												(0.3)
Earnings (loss) before income taxes											$	70.0
Other segment disclosures:
Segment assets	$	658.6	$	211.0	$	263.0	$	253.8	$	650.4	$	2,036.8
Long-lived asset additions		2.8		—		0.1		0.8		1.8		5.5
(1) 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.(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method. Income of less than $0.1 and $0.6 was recognized in the Entertainment and International segments, respectively.(4) Other segment items include asset impairments and write downs.


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

Six months ended November 30, 2025
Three months ended February 28, 2026
		Children's Book Publishing and Distribution		Education Solutions		Entertainment		International		Overhead (1)		Consolidated
Revenues	$	~~490~~197.36	$	~~102~~56.31	$	2816.70	$	~~148~~58.97	$	60.57	$	~~776~~329.71
Cost of goods sold (2)		~~208~~83.7		4323.12		~~16.~~9.3		8335.3		(21.92)		~~349~~150.13
Selling, general and administrative expenses (2)(3)		~~196~~99.34		7635.02		137.31		5426.68		5424.53		~~394~~192.78
Depreciation and amortization		105.86		52.79		6.3.1		21.83		~~7.2~~—		3212.89
Other segment items (4)		0.8		3.4		5.2		—		—		9.4
Operating income (loss)	$	8.9	$	(5.2)	$	(3.5)	$	(4.7)	$	(22.4)	$	(26.9)
Operating income (loss)	$	73.7	$	(25.9)	$	(13.0)	$	8.2	$	(52.3)	$	(9.3)
Interest income (expense), net												(0.8)
Interest income (expense), net												(9.5)
Other components of net periodic benefit (cost)												(0.3)
Other components of net periodic benefit (cost)												(0.7)
Gain on sale and leaseback transactions												119.8
Other non-operating income (expense)												(1.6)
Earnings (loss) before income taxes											$	91.8
Earnings (loss) before income taxes											$	(21.1)
Other segment disclosures:
Segment assets (5)	$	666.6	$	210.7	$	243.1	$	261.8	$	612.2	$	1,994.4
Segment assets	$	630.4	$	213.9	$	249.7	$	259.8	$	427.0	$	1,780.8
Long-lived asset additions		2.28		~~0.1~~—		0.15		43.79		72.17		149.29
(1) 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.(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method. A loss of less than $0.1 and income of $0.3, was recognized within the Entertainment and International segments, respectively.(4) Other segment items include asset impairments and write downs.(5) Segment assets within Overhead include assets held for sale. Refer to Note 4, "Assets and Liabilities Held for Sale," for further details.
(1) 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. As a result of the sale and leaseback transactions, the Company no longer owns the leasable space. Refer to Note 4, "Sale and Leaseback Transactions", and Note 12, "Leases", for further details.(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method. Income of less than $0.1 and $0.1 was recognized within the Entertainment and International segments, respectively.
Six months ended November 30, 2024
Three months ended February 28, 2025
		Children's Book Publishing and Distribution		Education Solutions		Entertainment		International		Overhead (1)		Consolidated
Revenues	$	~~472~~203.43	$	~~126~~57.92	$	3312.48	$	~~143~~59.53	$	52.68	$	~~781~~335.84
Cost of goods sold (2)		~~202~~92.20		5423.70		187.92		8433.28		(3.1.4)		~~356~~154.96
Selling, general and administrative expenses (2)(3)		~~193~~98.40		8438.4		~~14.~~6.0		5826.92		5518.79		~~407~~187.05
Depreciation and amortization		115.37		52.37		53.12		31.04		63.9		3116.69
Other segment items (4)		—		—		—0.3		—		~~0.1~~—		0.13
Operating income (Loss)	$	657.56	$	(176.59)	$	(53.29)	$	(2.61)	$	(5418.06)	$	(1323.89)
Interest income (expense), net												(7.4.3)
Other components of net periodic benefit (cost)												(0.62)
Earnings (loss) before income taxes											$	(2128.84)
Other segment disclosures:
Segment assets	$	~~658~~635.68	$	~~211~~213.04	$	~~263~~246.03	$	~~253~~244.82	$	~~650~~621.46	$	21,~~036~~961.83
Long-lived asset additions		110.24		—0.4		0.10		3.0.5		53.82		204.15
(1) 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.(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method. Income of $0.2 and $0.6 was recognized in the Entertainment and International segments, respectively.(4) Other segment items include asset impairments and write downs.
(1) 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.(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method. Income of $0.1 and loss of $0.1 was recognized in the Entertainment and International segments, respectively.(4) Other segment items include asset impairments and write downs.


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)


Nine months ended February 28, 2026
		Children's Book Publishing and Distribution		Education Solutions		Entertainment		International		Overhead (1)		Consolidated
Revenues	$	687.9	$	158.4	$	44.7	$	207.6	$	7.2	$	1,105.8
Cost of goods sold (2)		292.4		66.3		26.2		118.6		(4.1)		499.4
Selling, general and administrative expenses (2)(3)		295.7		111.2		20.4		81.4		78.8		587.5
Depreciation and amortization		16.4		8.6		9.4		4.1		7.2		45.7
Other segment items (4)		0.8		3.4		5.2		—		—		9.4
Operating income (loss)	$	82.6	$	(31.1)	$	(16.5)	$	3.5	$	(74.7)	$	(36.2)
Interest income (expense), net												(10.3)
Other components of net periodic benefit (cost)												(1.0)
Gain on sale and leaseback transactions												118.2
Earnings (loss) before income taxes											$	70.7

Other segment disclosures:
Segment assets	$	630.4	$	213.9	$	249.7	$	259.8	$	427.0	$	1,780.8
Long-lived asset additions		5.0		0.1		0.6		8.7		9.8		24.2
(1) 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. As a result of the sale and leaseback transactions, the Company no longer owns the leasable space. Refer to Note 4, "Sale and Leaseback Transactions", and Note 12, "Leases", for further details. (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method. Income of less than $0.1 and income of $0.4, was recognized within the Entertainment and International segments, respectively. (4) Other segment items include asset impairments and write downs.


Nine months ended February 28, 2025
		Children's Book Publishing and Distribution		Education Solutions		Entertainment		International		Overhead (1)		Consolidated
Revenues	$	675.7	$	184.1	$	46.2	$	202.8	$	8.4	$	1,117.2
Cost of goods sold (2)		294.2		77.7		26.1		118.0		(4.5)		511.5
Selling, general and administrative expenses (2)(3)		291.4		122.8		20.6		85.1		74.6		594.5
Depreciation and amortization		17.0		8.0		8.3		4.4		10.8		48.5
Other segment items (4)		—		—		0.3		—		0.1		0.4
Operating income (Loss)	$	73.1	$	(24.4)	$	(9.1)	$	(4.7)	$	(72.6)	$	(37.7)
Interest income (expense), net												(11.7)
Other components of net periodic benefit (cost)												(0.8)

Earnings (loss) before income taxes											$	(50.2)

Other segment disclosures:
Segment assets	$	635.8	$	213.4	$	246.3	$	244.2	$	621.6	$	1,961.3
Long-lived asset additions		11.6		0.4		0.1		3.5		8.9		24.5
(1) 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. (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method. Income of $0.3 and $0.5 was recognized in the Entertainment and International segments, respectively. (4) Other segment items include asset impairments and write downs.


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

The following table presents geographic information for revenues for the periods indicated. Revenues are attributed to locations based on the origin of sale.

	Three months ended November 30,				Six months ended November 30,
	Three months ended February 28,				Nine months ended February 28,
		2025		2024		2025		2024
		2026		2025		2026		2025
United States	$	~~440~~249.62	$	~~430~~255.68	$	~~582~~831.35	$	~~580~~836.31
International		~~110~~79.59		~~114~~79.06		~~194~~274.43		~~201~~281.51
Total Revenues	$	~~551~~329.1	$	~~544~~335.64	$	~~776~~1,105.78	$	~~781~~1,117.82

The following table presents geographic information for long-lived assets as of the dates indicated. Long-lived assets consist of property, plant and equipment, net, excluding capitalized software.

	November 30, 2025		November 30, 2024
	February 28, 2026		February 28, 2025
United States (1)	$	89.7	$	438.9
United States	$	99.2	$	428.9
International		3438.65		3231.97
Total Long-lived assets	$	~~124~~137.37	$	~~471~~460.86
(1) Long-lived assets excludes assets held for sale. Refer to Note 4, "Assets and Liabilities Held for Sale," for further details.

4. ~~ASSETS~~SALE AND ~~LIABILITIES~~LEASEBACK ~~HELD FOR SALE~~TRANSACTIONS

~~During~~On ~~the~~December ~~second~~17, ~~quarter of fiscal 2026~~2025, the Company ~~committed~~completed tothe asale ~~plan~~of toits ~~sell~~headquarters ~~the~~location ~~buildings located~~ at 555-557 Broadway in New York, NY (SoHo), ~~which~~for ~~comprise~~a ~~the~~sales ~~Company's~~price ~~headquarters,~~of $386.0 and its primary distribution facility in Jefferson City, MO for a sales price of $95.0. ~~Refer~~Concurrent towith ~~Note~~these 19sales, ~~"Subsequent~~the ~~Events,"~~Company entered into a 15-year lease for ~~details~~a ~~regarding~~portion ~~the~~of ~~sale~~its headquarters building ("SoHo lease") and a 20-~~leaseback~~year ~~agreements~~lease ~~entered~~for ~~into~~the ~~subsequent~~distribution tofacility ~~November 30~~("Jefferson City lease"), ~~2025~~both with two 10-year renewal options.

AtThe ~~November~~Company ~~30,~~determined ~~2025,~~that these transactions met the ~~Company~~requirements ~~determined~~for ~~that~~sale ~~the~~accounting ~~criteria~~in ~~has~~accordance ~~been~~with ~~met~~ASC ~~for~~842, ~~classification~~Leases, asand ~~held~~qualified ~~for~~as a sale in accordance with ASC ~~360~~606, ~~Property,~~Revenue ~~Plant,~~from ~~and~~Contracts ~~Equipment.~~with ~~Upon classification~~Customers, as control of the assets ~~held~~transferred ~~for~~to ~~sale~~the ~~were~~buyer-lessors. ~~measured~~The atCompany concluded that both the ~~lower~~sales ofprice ~~carrying~~and ~~value~~leaseback orpayments for these transactions were at fair value. ~~less~~The ~~costs~~assets related to ~~sell~~these ~~and~~properties nowere ~~further~~included ~~depreciation~~in isOverhead ~~recorded.~~and ~~Based~~had a net carrying value on the ~~Company's~~date ~~assessment,~~of ~~the~~sale ~~fair~~of ~~value~~$334.2. ~~less~~These ~~costs~~assets towere ~~sell~~classified ~~exceeded~~as ~~the~~held ~~carrying~~for ~~value~~sale ~~and~~as ~~therefore~~of noNovember ~~impairment~~30, ~~loss~~2025, ~~was~~with ~~recognized.~~minor ~~These~~adjustments ~~assets~~recorded ~~are~~during ~~included~~the inquarter ~~Overhead~~ended February 28, 2026. The Company ~~expects~~recognized ~~the~~a ~~sale~~total pre-tax gain of ~~each~~$118.2, inclusive of ~~these~~transaction ~~facilities~~costs toincurred ~~result~~during inthe athree ~~gain~~months ended November 30, 2025, which is included in Gain on sale and leaseback transactions within the Company's Condensed Consolidated Statement of Operations for the three and nine months ended February 28, 2026, and pre-tax net proceeds of $452.4.

The following ~~tables~~table ~~present~~presents the ~~assets~~carrying ~~and~~value ~~liabilities~~of ~~held~~the ~~for~~assets ~~sale~~and liabilities by major asset class for each disposal group as of ~~November 30,~~the ~~2025~~date of the sale:

	SoHo Headquarters		Jefferson City Distribution Facility		Total
Land	$	67.9	$	4.6	$	72.5
Building and improvements		240.67		10.8		251.45
Equipment		0.1		0.1		0.2
Furniture, fixtures and equipment		1.0		0.1		1.1
Prepaid expenses and other current assets (1)		12.43		—		12.43
Other assets and deferred charges (1)		25.2		—		25.2
Total Assets held for sale	$	335.2	$	15.5	$	350.7
Total Assets	$	337.1	$	15.5	$	352.6
Deferred tax liabilities	$	17.65	$	0.9	$	18.54
Total Liabilities held for sale	$	17.6	$	0.9	$	18.5
Total Liabilities	$	17.5	$	0.9	$	18.4
Net Carrying Value	$	319.6	$	14.6	$	334.2
(1) Includes current and noncurrent deferred lease income and deferred lease costs.

~~5. ASSET WRITE DOWN~~16

During the first quarter of fiscal 2026, the Company identified certain assets that were not recoverable. The estimated future cash flows related to these assets were impacted by the Company's decision to no longer sell the related product. The assets consisted of capitalized costs related to cloud computing arrangements and were included within the Children's Book Publishing and Distribution segment. Accordingly, the Company


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

~~recognized~~ASC an842 ~~impairment~~provides ~~charge~~a practical expedient that permits the combination of ~~$0.8~~lease ~~which~~and ~~was~~non-lease ~~included~~components in ~~Asset~~the ~~impairments~~measurement of right-of-use ("ROU") assets and ~~write~~lease ~~downs~~liabilities. ~~within~~The practical expedient is applied as an accounting policy election by class of underlying assets. As a result of entering into the SoHo lease, the Company's ~~Condensed~~established ~~Consolidated~~a ~~Statement~~new class of ~~Operations~~underlying assets, corporate headquarters, and elected not to apply the practical expedient for this class. As a result, only the ~~three~~portion ~~months~~of ~~ended~~consideration ~~August~~attributed 31to the lease component is included in the measurement of the related ROU asset and lease liability. The non-lease components included in the SoHo lease, ~~2025~~primarily consisting of common‑area maintenance, utilities, insurance, real estate taxes and other operating costs, were estimated using historical cost information from the period in which the Company owned and operated the building prior to entering into the lease. The Company believes that these historical operating costs reasonably approximate the expected stand‑alone prices of the non‑lease components under the new lease arrangement.

~~During~~The ~~the~~SoHo ~~second~~and ~~quarter~~Jefferson ofCity ~~fiscal~~leases ~~2026,~~are ~~the~~classified ~~Company~~as ~~identified~~operating ~~assets~~leases ~~that~~in ~~were~~accordance ~~not~~with ~~recoverable~~ASC as842. ~~the~~The ~~Company~~initial ~~ceased~~annual ~~development~~base ~~activities~~rent for ~~certain~~the ~~education~~SoHo ~~products~~lease ~~and~~is ~~film and television programs~~$11.7, ~~The~~excluding ~~related~~estimated ~~assets~~non-lease ~~consisted~~components, ofand ~~prepublication~~escalates ~~costs~~approximately of4% $3annually.4 ~~included~~The ininitial ~~the~~annual ~~Education~~base ~~Solutions~~rent ~~segment~~for ~~and~~the ~~investment~~Jefferson inCity ~~film~~lease ~~and~~is ~~television~~$6.9 ~~programs~~ and ~~other~~escalates ~~production~~1% ~~costs~~to ~~of $~~4.9% ~~included~~annually inbased on the ~~Entertainment~~Consumer ~~segment~~Price Index. InThe ~~addition,~~Company ~~the~~recorded ~~Company~~an ~~identified~~initial ~~indicators~~ROU ofasset ~~impairment~~and lease liability related to ~~its~~the ~~12%~~SoHo ~~ownership~~and ~~interest~~Jefferson inCity aleases ~~children's~~of ~~book~~$113.8 ~~publishing~~and ~~business~~$62.2, ~~located~~respectively. inThe ~~the~~operating UKlease ascost ~~the~~associated ~~business~~with these leases is ~~being~~approximately ~~wound~~$23.7 ~~down~~annually. ~~This~~The ~~investment~~lease ~~had~~measurement ais ~~carrying~~based ~~value~~on ofthe ~~$0.3~~initial ~~and~~lease ~~was~~term ~~included~~as in the ~~Entertainment segment. The~~ Company ~~performed~~is annot ~~assessment~~reasonably ~~and~~certain ~~concluded~~to exercise the ~~investment~~renewal ~~was not recoverable~~options. ~~Accordingly,~~The ~~the~~ Company ~~recognized~~used ~~total~~an ~~impairment~~incremental ~~charges~~borrowing rate of $810.64% ~~which~~to ~~were~~measure ~~included~~the inlease ~~Asset~~liabilities. ~~impairments~~In ~~and~~developing ~~write~~this ~~downs~~rate, ~~within~~ the Company's ~~Condensed~~considered ~~Consolidated~~its ~~Statement~~credit ofprofile, ~~Operations~~including ~~for~~its ~~the~~higher ~~three~~leverage ~~months~~position ~~ended~~at ~~November 30,~~the ~~2025.~~time ~~The~~of ~~related~~the ~~impact~~sale ofand ~~the~~leaseback ~~impairments~~transactions, ~~was~~observable amarket ~~loss~~yields ~~per~~on ~~basic~~secured and ~~diluted~~unsecured ~~share~~borrowings, ofinterest‑rate ~~Class~~spreads Afor comparable companies and ~~Common~~transactions, ~~Stock~~and ofthe ~~$0.26~~longer ~~and~~lease $0terms.25 Refer to Note 12, ~~respectively~~Leases, infor ~~the~~further ~~three~~details ~~months~~regarding ~~ended~~the ~~November 30,~~impact ~~2025~~of these transactions.

~~For the six months ended November 30, 2025, the related impact of the total impairment charges of $9~~5.4 ~~was~~ASSET aWRITE ~~loss per basic and diluted share of Class A and Common Stock of $0.28.~~DOWN

During the second quarter of fiscal 2026, the Company identified assets that were not recoverable as the Company ceased development activities for certain education products and film and television programs. The related assets consisted of prepublication costs of $3.4 included in the Education Solutions segment and investment in film and television programs and other production costs of $4.9 included in the Entertainment segment. In addition, the Company identified indicators of impairment related to its 12% ownership interest in a children's book publishing business located in the UK as the business has been wound down. This investment had a carrying value of $0.3 and was included in the Entertainment segment. The Company performed an assessment and concluded the investment was not recoverable. Accordingly, the Company recognized total impairment charges of $8.6 during the three months ended November 30, 2025.

There were no impairment charges recorded during the three months ended February 28, 2026. Total impairment charges of $9.4 were included in Asset impairments and write downs within the Company's Condensed Consolidated Statement of Operations for the nine months ended February 28, 2026.

6. DEBT

The following table summarizes the carrying value of the Company's debt, excluding film related obligations, as of the dates indicated:

	November 30, 2025		May 31, 2025		November 30, 2024
	February 28, 2026		May 31, 2025		February 28, 2025
U.S. Credit Agreement	$	~~275.0~~—	$	250.0	$	~~250~~275.0
Unsecured lines of credit		5.6		6.2		65.28
Total debt	$	~~280~~5.6	$	256.2	$	~~256~~280.28
Less lines of credit, short-term debt and current portion of long-term debt		(5.6)		(6.2)		(65.28)
Total long-term debt	$	~~275.0~~—	$	250.0	$	~~250~~275.0

The ~~following table sets forth the maturities of the carrying values of the~~ Company's debt obligations, ~~excluding film related obligations,~~ as of ~~November~~February 3028, ~~2025~~2026 ~~for~~have ~~the~~maturities ~~twelve~~of ~~month~~one ~~periods~~year ~~ended~~or ~~November 30:~~less.

2026	$	5.6
2027	—
2028	—
2029	275.0
2030	—
Thereafter	—
Total Debt	$	280.6

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 Credit Agreement provides for a $400.0 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 2.75:1.

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 the time each advance is made). The interest pricing under the Credit Agreement is dependent upon the Company’s election of a rate that is either:

•a Base Rate Advance equal to the higher of (i) the prime rate, (ii) the prevailing Federal Funds rate plus 0.50% or (iii) the Term SOFR Rate plus 1.00% plus, in each case, an applicable margin ranging from 0.625% to 0.875%, 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 1.625% to 1.875%, as determined by the Company’s prevailing Consolidated Net Leverage Ratio (as defined in the Credit Agreement).

As of ~~November~~February 3028, ~~2025~~2026, the applicable margin on Base Rate Advances was 0.75% and the applicable margin on SOFR Advances was 1.75%.

The Credit Agreement provides for payment of a commitment fee in respect of the aggregate unused amount of revolving credit commitments ranging from 0.20% to 0.30% per annum based upon the Corporation’s then prevailing Consolidated Net Leverage Ratio. As of ~~November~~February 3028, ~~2025~~2026, the commitment fee rate was 0.25%.

A portion of the revolving credit facility, up to a maximum of $50.0, is available for the issuance of letters of credit. In addition, a portion of the revolving credit facility, up to a maximum of $15.0, is available for swingline loans. The Credit Agreement has an accordion feature which permits the Company, provided certain conditions are satisfied (as defined in the Credit Agreement), to increase the facility by up to an additional $150.0.

As of ~~November~~February 3028, ~~2025~~2026, the Company had no outstanding borrowings ~~of $275.0~~ under the Credit Agreement ~~at a weighted average interest rate of 5~~.~~7%.~~ ~~While~~During ~~this obligation is not due until~~ the ~~November~~third ~~26,~~quarter ~~2029~~of ~~maturity~~fiscal ~~date~~2026, the Company ~~may,~~repaid ~~from~~$350.0 ~~time~~of ~~to time, make payments to reduce this obligation when cash from operations becomes available for this purpose~~borrowings. As of ~~November~~February 3028, ~~2024~~2025, outstanding borrowings under the Credit Agreement were $~~250~~275.0 at a weighted average interest rate of 6.81%.

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 ~~November~~February 3028, ~~2025~~2026, the Company had open standby letters of credit totaling $4.0 issued under certain credit lines, including $0.4 under the Credit Agreement and $3.6 under the domestic credit lines discussed below.

Unsecured Lines of Credit

As of ~~November~~February 3028, ~~2025~~2026, the Company’s domestic credit lines available under unsecured money market bid rate credit lines totaled $10.0. There were no outstanding borrowings under these credit lines as of ~~November~~February 3028, ~~2025~~2026, May 31, 2025 and ~~November~~February 3028, ~~2024~~2025. As of ~~November~~February 3028, ~~2025~~2026, availability under these unsecured money market bid rate credit lines totaled $6.4, excluding commitments of $3.6. 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 365 days. These credit lines may be renewed, if requested by the Company, at the option of the lender.

As of ~~November~~February 3028, ~~2025~~2026, the Company had various local currency international credit lines totaling $3128.61 underwritten by banks primarily in the United States, Australia, Canada and the United Kingdom. Outstanding borrowings under these facilities were $5.6 at ~~November~~February 3028, ~~2025~~2026 at a weighted average interest rate of 4.42%, compared to outstanding borrowings of $6.2 at May 31, 2025 at a weighted average interest rate of 4.5%, and $65.28 at ~~November~~February 3028, ~~2024~~2025 at a weighted average interest rate of 4.29%. As of ~~November~~February 3028, ~~2025~~2026, the amounts available under these facilities totaled $22.5. These credit lines are typically available for overdraft borrowings or loans up to 364 days and may be renewed, if requested by the Company, at the sole option of the lender.

available under these facilities totaled $26.0. These credit lines are typically available for overdraft borrowings or loans up to 364 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 ~~November~~February 3028, ~~2025~~2026, interest is charged at the following rates:

•the bank prime rate plus a margin ranging from 0.50% to 0.75% for Canadian dollar loans; ~~and~~

•SOFR plus a margin ~~ranging from 2.25% to~~of 3.00% for U.S. dollar loans; and

~~Outstanding~~•Euribor ~~borrowings~~plus ~~under these facilities were $14.8 at~~ a ~~weighted~~margin ~~average interest rate~~ of ~~5.5% at November 30, 2025, $18.3 at a weighted average interest rate of 6.~~2~~% at May 31, 2025 and $21~~.~~6 at a weighted average interest rate of 6.9~~00% atfor ~~November 30,~~Euro ~~2024, of which $8~~loans.~~3 were classified as current obligations.~~

Outstanding borrowings under these facilities were $17.4 at a weighted average interest rate of 5.3% at February 28, 2026, $18.3 at a weighted average interest rate of 6.2% at May 31, 2025 and $18.8 at a weighted average interest rate of 6.3% at February 28, 2025.

7. COMMITMENTS AND 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.


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

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.

Other Matters

As a result of a Supreme Court ruling issued in February 2026, the Company may be entitled to a refund of tariffs previously paid on imported products under the International Emergency Economic Powers Act (IEEPA). The Company estimates that approximately $9.0 of its tariff payments are subject to this ruling. As of February 28, 2026, the Company has not recognized an asset related to the potential refund. The Company will continue to evaluate new information and will recognize the refund when the right to receive the amount becomes realized or realizable in accordance with ASC 450, Contingencies.

8. EARNINGS (LOSS) PER SHARE

The following table summarizes the reconciliation of the numerators and denominators for the basic and diluted earnings (loss) per share computation for the periods indicated:

	Three months ended				~~Six~~Nine months ended
	November 30,				November 30,
	February 28,				February 28,
	2025		2024		2025		2024
	2026		2025		2026		2025
Net income (loss) attributable to Class A and Common Stockholders	$	5562.95	$	48(3.86)	$	~~(15~~47.2)3	$	(1317.73)
Weighted average Shares of Class A Stock and Common Stock outstanding for basic earnings (loss) per share (in millions)		2523.49		2827.28		2524.38		28.31
Dilutive effect of Common Stock potentially issuable pursuant to stock-based compensation plans (in millions)*		0.46		~~0.4~~—		—0.5		—
Adjusted weighted average Shares of Class A Stock and Common Stock outstanding for diluted earnings (loss) per share (in millions)		2524.85		2827.68		25.3		28.31
Earnings (loss) per share of Class A Stock and Common Stock:
Basic	$	2.2161	$	1(0.7313)	$	(01.~~60)~~91	$	(0.4861)
Diluted	$	2.1755	$	1(0.7113)	$	(01.~~60)~~87	$	(0.4861)
Anti-dilutive shares pursuant to stock-based compensation plans (in millions)*		1.43		1.89		01.4		—1.7

* The Company experienced a net loss for the ~~six~~three and nine months ended ~~November~~February 3028, 2025 and ~~November 30, 2024 and~~ therefore did not report any dilutive share impact. The following potential common shares were excluded from the loss per diluted share computation as of November 30, 2025: outstanding options and restricted stock units of 2.4 million and 0.7 million, respectively.

SCHOLASTIC CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED(Dollar amounts in millions, except per share data)

The following table sets forth options outstanding pursuant to stock-based compensation plans as of the dates indicated:

	November 30, 2025	November 30, 2024
	February 28, 2026	February 28, 2025
Options outstanding pursuant to stock-based compensation plans (in millions)	2.41	2.87

As of ~~November~~February 3028, ~~2025~~2026, $7019.05 remained available for future purchases of common shares under the repurchase authorization of the Board of Directors (the "Board") in effect on that date. See Note 1314, "Treasury Stock", for a more complete description of the Company’s share buy-back program and Note 1920, "Subsequent Events" for additional Board authorization for Common share repurchases.

9. ACQUISITIONS

9 Story Acquisition

On June 20, 2024, the Company completed the acquisition of 100% of the economic interests in the form of non-voting shares and 25% 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 of $193.7 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.


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

Pursuant to ASC Topic 810, Consolidation, 9 Story was determined to be a variable interest entity (VIE) and the Company was determined to be its primary beneficiary and therefore obtained a controlling financial interest over 9 Story. Accordingly, 9 Story has been consolidated into the Company's financial results. The operations of 9 Story are reported in the Entertainment segment.

9 Story met the definition of a business pursuant to ASC 805, Business Combinations, and the acquisition was accounted for as a business combination under the acquisition method of accounting. The Company estimated the fair value of acquired assets and liabilities as of the date of acquisition based on currently available information. The following table summarizes the purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition:

SCHOLASTIC CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED(Dollar amounts in millions, except per share data)


Cash and cash equivalents	$	17.5
Accounts receivable		14.8
Investment in film and television programs		42.9
Property, plant and equipment		6.1
Operating lease right-of-use assets		6.1
Other Intangible assets:
Existing content/IP		16.0
Customer contracts/relationships (1)		51.5
Trade names		16.5
Internally developed software		1.3
Tax credit receivable		31.9
Other assets		3.9
Total assets acquired	$	208.5
Accounts payable		2.3
Accrued expenses		16.3
Deferred revenue		9.8
Film related obligations		34.9
Operating lease liabilities		7.7
Other liabilities		8.0
Total liabilities assumed	$	79.0
Fair value of net assets acquired	$	129.5
Goodwill	$	64.2
Purchase price consideration	$	193.7

(1) Includes $36.7 related to distribution contracts and relationships.

The intangible assets acquired include intellectual property ("IP") related to 9 Story's existing and recognized program titles, 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 10 years, with the exception of contracts/relationships for service arrangements which are being amortized over 5 years. The trade names were valued using the relief-from-royalty valuation method and are being amortized over 10 years. The internally developed software was valued using the replacement cost method and is being amortized over 3 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.

1819


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

10. GOODWILL AND OTHER INTANGIBLES

The Company assesses goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. The Company monitors impairment indicators in light of changes in market conditions, near and long-term demand for the Company’s products and other relevant factors.

The following table summarizes the activity in Goodwill for the periods indicated:

	November 30, 2025		May 31, 2025		November 30, 2024
	February 28, 2026		May 31, 2025		February 28, 2025
Gross beginning balance	$	238.5	$	172.4	$	172.4
Accumulated impairment		(39.6)		(39.6)		(39.6)
Beginning balance	$	198.9	$	132.8	$	132.8
Additions (1)		—		64.2		7170.01
Foreign currency translation		~~(0.~~1).4		1.9		(13.68)
Ending balance	$	~~198~~200.83	$	198.9	$	~~202~~200.20

(1) The additions during the twelve months ended May 31, 2025 included measurement period adjustments for the 9 Story acquisition which reflected a decrease to goodwill of $5.9 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 $5.3, an increase to operating lease right-of-use assets of $0.3, a decrease to lease liabilities of $0.1, an increase to the property, plant and equipment of $0.1 and a decrease to the purchase price as a result of a working capital adjustment of $0.1. The additions during the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 included measurement period adjustments for the 9 Story acquisition which reflected an increase to goodwill of $0.9 resulting from a net decrease in the estimated fair value of the net assets acquired. The decrease in the estimated fair value of the net assets acquired consisted of an increase to deferred tax liabilities of $1.4, an increase to operating lease right-of-use assets of $0.3, a decrease to lease liabilities of $0.1, and a decrease to the purchase price as a result of a working capital adjustment of $0.1.

In fiscal 2025, the Company completed the 9 Story acquisition which resulted in the recognition of $64.2 of Goodwill, net of measurement period adjustments, included in the Entertainment segment. Refer to Note 9, "Acquisitions", for further details regarding the acquisition.

There were no impairment charges related to Goodwill in any of the periods presented.

The following table summarizes the activity on a year-to-date basis in Other intangible assets for the periods indicated:

	November 30, 2025		May 31, 2025		November 30, 2024
	February 28, 2026		May 31, 2025		February 28, 2025
Beginning balance - Other intangibles subject to amortization	$	85.8	$	8.2	$	8.2
Additions		—		85.3		85.3
Amortization expense		(58.64)		(11.2)		(58.41)
Foreign currency translation		02.72		3.5		(14.61)
Total other intangibles subject to amortization, net of accumulated amortization of $55.9, $50.3 and $44.5, respectively	$	80.9	$	85.8	$	86.5
Total other intangibles subject to amortization, net of accumulated amortization of $58.7, $50.3 and $47.2, respectively	$	79.6	$	85.8	$	81.3
Total other intangibles not subject to amortization	$	2.1	$	2.1	$	2.1
Total other intangible assets, net	$	8381.07	$	87.9	$	8883.64

In fiscal 2025, the Company completed the 9 Story acquisition which resulted in the recognition of $85.3 of amortizable intangible assets. Refer to Note 9, "Acquisitions", for further details regarding the acquisition.

There were no impairment charges related to Other intangible assets in any of the periods presented.

Other intangible assets with indefinite lives consist principally of trademark and trade name rights. Other intangible assets with definite lives consist principally of customer lists, customer contracts/relationships, intellectual property, trade names and internally developed software. Intangible assets with definite lives are amortized over their estimated useful lives. The weighted-average remaining useful lives of all amortizable intangible assets is approximately 7.98 years.

1920


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

11. INVESTMENTS

Investments are included in Other assets and deferred charges on the Condensed Consolidated Balance Sheets. The following table summarizes the Company’s investments as of the dates indicated:

	November 30, 2025		May 31, 2025		November 30, 2024		Segment
	February 28, 2026		May 31, 2025		February 28, 2025		Segment
Equity method investments	$	3334.31	$	33.6	$	3231.16	International
Equity method and other investments		6.1		6.4		6.56	Entertainment
Total Investments	$	3940.42	$	40.0	$	38.62

The Company’s 26.2% 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.

The Company has a 4.6% 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 the investment at cost, less impairment on the Company's Condensed Consolidated Balance Sheets. There have been no impairments or adjustments to the carrying value of the investment. This investment is included in the Entertainment segment.

During fiscal 2025, the Company acquired investments of $0.9 as part of the 9 Story acquisition which are included in the Entertainment segment. These acquired investments include a 50% ownership interest in certain animated television production companies. These joint venture investments are accounted for using the equity method of accounting. ~~There have been no impairments or adjustments to the carrying value of these investments.~~ The acquired investments also include a 12% 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 Condensed Consolidated Balance Sheets. During the second quarter of fiscal 2026, the Company determined the investment was not recoverable and recognized an impairment charge for the carrying value of $0.3. Refer to Note 5, "Asset Write Down," for further details.

Income (loss) from equity investments is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. For the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, the Company recognized income of $0.41 and $0.34, respectively. For the three and ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025, the Company recognized ~~income~~a loss of less than $0.61 and income of $0.8, respectively. The Company did not receive any dividends in the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~November~~February 3028, ~~2024~~2025.

~~12. STOCK-BASED COMPENSATION~~ 21


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

12. LEASES

The following table summarizes right-of-use assets and lease liabilities recorded on the Company's Consolidated Balance Sheet for the dates indicated:


	February 28, 2026		May 31, 2025		February 28, 2025		Location within Consolidated Balance Sheets
Operating leases	$	264.1	$	103.9	$	98.8	Operating lease right-of-use assets, net
Finance leases		13.5		6.0		6.3	Property, plant and equipment, net
Total lease assets	$	277.6	$	109.9	$	105.1

Operating leases:
Current portion	$	27.7	$	26.8	$	25.5	Operating lease liabilities, current
Noncurrent portion		251.3		91.5		84.4	Operating lease liabilities, noncurrent
Total operating lease liabilities	$	279.0	$	118.3	$	109.9

Finance leases:
Current portion	$	3.1	$	1.7	$	1.6	Other accrued expenses
Noncurrent portion		11.3		4.9		5.2	Other noncurrent liabilities
Total finance lease liabilities	$	14.4	$	6.6	$	6.8
Total lease liabilities	$	293.4	$	124.9	$	116.7

The following table summarizes the lease expense activity for the periods indicated:


	Three months ended				Nine months ended				Location within Consolidated Statements of Operations
	February 28,				February 28,
	2026		2025		2026		2025
Operating lease expense	$	12.9	$	8.0	$	29.2	$	23.7	Selling, general and administrative expenses
Finance lease costs :
Depreciation of leased assets		0.6		0.4		2.1		1.0	Depreciation and amortization
Accretion of lease liabilities		0.1		0.1		0.3		0.2	Interest expense
Total lease expense	$	13.6	$	8.5	$	31.6	$	24.9

The following table summarizes certain cash flows information related to the Company's leases for the periods indicated:


	Nine months ended
	February 28, 2026		February 28, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	28.8	$	23.9
Operating cash flows from finance leases		0.3		0.2
Financing cash flows from finance leases		1.2		1.4
Noncash transactions:
Lease assets obtained in exchange for new lease liabilities	$	180.6	$	15.6


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

The following table provides the maturities of the Company's lease liabilities recorded on the Company's Consolidated Balance Sheet for the period ended February 28, 2026:


	Operating Leases		Finance Leases
Remainder of Fiscal 2026 (1)	$	13.2	$	1.4
Fiscal 2027		49.9		3.3
Fiscal 2028		44.0		2.9
Fiscal 2029		36.6		2.4
Fiscal 2030		32.2		2.2
Thereafter		332.9		4.4
Total lease payments	$	508.8	$	16.6
Less: interest		(229.8)		(2.2)
Total lease liabilities	$	279.0	$	14.4

(1) Includes the remaining three months of the current fiscal year ending May 31, 2026.

The following table summarizes the weighted-average remaining lease terms and weighted-average discount rates related to the Company's leases recorded on the Company's Consolidated Balance Sheets for the periods indicated:


	February 28, 2026		February 28, 2025
Weighted-average remaining lease term (years):
Operating Leases	12.3		5.3
Finance Leases	5.9		5.3
Weighted-average discount rate:
Operating Leases	8.6	%	5.6	%
Finance Leases	5.1	%	4.9	%

Prior to the sale and leaseback transactions that occurred in December 2025, the Company owned leasable space in its headquarters in SoHo, New York City. The Company recognized rental income of $0.7 and $7.2 in the three and nine months ended February 28, 2026, respectively, and $2.8 and $8.4 in the three and nine months ended February 28, 2025, respectively.

13. STOCK-BASED COMPENSATION

The following table summarizes stock-based compensation expense included in Selling, general and administrative expenses for the periods indicated:

	Three months ended				~~Six~~Nine months ended
	November 30,		November 30,		November 30,		November 30,
	February 28,		February 28,		February 28,		February 28,
	2025		2024		2025		2024
	2026		2025		2026		2025
Stock option expense	$	0.1	$	0.2	$	0.46	$	01.80
Restricted stock unit expense		2.20		12.71		35.76		35.23
Management stock purchase plan		0.10		0.10		0.1		0.1
Employee stock purchase plan		0.1		0.1		0.23		0.23
Total stock-based compensation expense	$	2.52	$	2.14	$	46.46	$	46.37

2023


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

The following table sets forth Common Stock issued pursuant to stock-based compensation plans for the periods indicated:

	Three months ended		~~Six~~Nine months ended
	November 30,	November 30,	November 30,	November 30,
	February 28,	February 28,	February 28,	February 28,
	2025	2024	2025	2024
	2026	2025	2026	2025
Common Stock issued pursuant to stock-based compensation plans (in millions)	0.32	0.1	0.46	0.23

1314. TREASURY STOCK

The Board has authorized the Company to repurchase Common Stock, from time to time as conditions allow, on the open market or through privately negotiated transactions.

The table below represents the Board authorization at the dates indicated:

Authorization	Amount
March 2024	$	54.6
March 2025		53.4
Total current Board authorizations	$	108.0
December 2025		80.0
Less repurchases made under these authorizations		(38.0)
Total current Board authorizations	$	188.0
Remaining Board authorization at November 30, 2025	$	70.0
Less repurchases made under these authorizations		(168.5)
Remaining Board authorization at February 28, 2026	$	19.5

Remaining Board authorization at ~~November~~February 3028, ~~2025~~2026 represents the amount remaining under the Board authorization for Common share repurchases announced on ~~March~~December 2017, ~~2024 and the current $53.4 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 privately negotiated transactions. See Note 1920, "Subsequent Events", for additional Board authorization for Common share repurchases.

~~There~~Repurchases ~~were no repurchases~~ of the Company's Common Stock aggregated $131.8, including excise tax on share repurchases, during the ~~six~~three ~~months~~and nine month periods ended ~~November~~February 3028, ~~2025~~2026. The Company's repurchase program may be suspended at any time without prior notice.

2124


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

1415. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize the activity in Accumulated other comprehensive income (loss), net of tax, by component, for the periods indicated:

	Three months ended November 30, 2025
	Three months ended February 28, 2026
	Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at September 1, 2025	$	(32.5)	$	(5.2)	$	(37.7)
Beginning balance at December 1, 2025	$	(36.3)	$	(5.0)	$	(41.3)
Other comprehensive income (loss) before reclassifications		(37.8)7		—		(37.8)7
Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial (gain) loss (net of tax of $0.0)		—		0.4		0.4
Amortization of prior service (credit) cost (net of tax of $0.0)		—		(0.2)		(0.2)
Amortization of prior service (credit) cost (net of tax of $0.1)		—		(0.2)		(0.2)
Other comprehensive income (loss)		(37.8)7		0.2		(37.6)9
Ending balance at November 30, 2025	$	(36.3)	$	(5.0)	$	(41.3)
Ending balance at February 28, 2026	$	(28.6)	$	(4.8)	$	(33.4)
	Three months ended November 30, 2024
	Three months ended February 28, 2025
	Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at September 1, 2024	$	(38.7)	$	(5.4)	$	(44.1)
Beginning balance at December 1, 2024	$	(50.6)	$	(5.2)	$	(55.8)
Other comprehensive income (loss) before reclassifications		(118.90)		—		(118.90)
Less amount reclassified from Accumulated other comprehensive income (loss):
Amortization of net actuarial (gain) loss (net of tax of $0.0)		—		0.43		0.43
Amortization of prior service (credit) cost (net of tax of $0.0)		—		(0.2)		(0.2)
Amortization of prior service (credit) cost (net of tax of $0.1)		—		(0.2)		(0.2)
Other comprehensive income (loss)		(118.90)		0.21		(~~11.~~7.9)
Ending balance at November 30, 2024	$	(50.6)	$	(5.2)	$	(55.8)
Ending balance at February 28, 2025	$	(58.6)	$	(5.1)	$	(63.7)
	Six months ended November 30, 2025
	Nine months ended February 28, 2026
	Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at June 1, 2025	$	(36.0)	$	(5.5)	$	(41.5)
Other comprehensive income (loss) before reclassifications		(07.3)4		—		(07.3)4
Less: amount reclassified from Accumulated other comprehensive income (loss)
Amortization of net actuarial (gain) loss (net of tax of $0.0)		—		01.82		01.82
Amortization of prior service (credit) cost (net of tax of $0.1)		—		(0.3)		(0.3)
Amortization of prior service (credit) cost (net of tax of $0.2)		—		(0.5)		(0.5)
Other comprehensive income (loss)		(07.3)4		0.57		08.21
Ending balance at November 30, 2025	$	(36.3)	$	(5.0)	$	(41.3)
Ending balance at February 28, 2026	$	(28.6)	$	(4.8)	$	(33.4)
	Six months ended November 30, 2024
	Nine months ended February 28, 2025
	Foreign currency translation adjustments		Retirement benefit plans		Total
Beginning balance at June 1, 2024	$	(46.9)	$	(5.6)	$	(52.5)
Other comprehensive income (loss) before reclassifications		(311.7)		—		(311.7)
Less: amount reclassified from Accumulated other comprehensive income (loss)
Amortization of net actuarial (gain) loss (net of tax of $0.0)		—		01.70		01.70
Amortization of prior service (credit) cost (net of tax of $0.1)		—		(0.3)		(0.3)
Amortization of prior service (credit) cost (net of tax of $0.2)		—		(0.5)		(0.5)
Other comprehensive income (loss)		(311.7)		0.45		(311.32)
Ending balance at November 30, 2024	$	(50.6)	$	(5.2)	$	(55.8)
Ending balance at February 28, 2025	$	(58.6)	$	(5.1)	$	(63.7)

2225


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

The following table presents the impact on earnings of reclassifications out of Accumulated other comprehensive income (loss) for the periods indicated:

	Three months ended				~~Six~~Nine months ended				Condensed Consolidated Statements of Operations line item
	November 30,		November 30,		November 30,		November 30,
	February 28,		February 28,		February 28,		February 28,
	2025		2024		2025		2024
	2026		2025		2026		2025
Employee benefit plans:
Amortization of net actuarial loss	$	0.4	$	0.43	$	01.82	$	01.70	Other components of net periodic benefit (cost)
Amortization of prior service (credit) loss		(0.23)		(0.23)		(0.47)		(0.47)	Other components of net periodic benefit (cost)
Less: Tax effect		0.01		0.01		0.12		0.12	Provision (benefit) for income taxes
Total cost, net of tax	$	0.2	$	0.21	$	0.57	$	0.45

1516. FAIR VALUE MEASUREMENTS

The Company determines the appropriate level in the fair value hierarchy for each fair value measurement of assets and liabilities carried at fair value on a recurring basis in the Company’s financial statements. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows:

•Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

•Level 2 Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.

•Level 3 Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions.

The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, debt and foreign currency forward contracts. Cash and cash equivalents are comprised of bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. The Company employs Level 2 fair value measurements for the disclosure of the fair value of its various lines of credit and long term debt. The fair value of the Company's debt, including film related obligations, approximates the carrying value for all periods presented. The fair values of foreign currency forward contracts, used by the Company to manage the impact of foreign exchange rate changes, are based on quotations from financial institutions, a Level 2 fair value measure.

Non-financial assets for which the Company employs fair value measures on a non-recurring basis include:

•Long-lived assets, including held for sale

•Operating lease right-of-use (ROU) assets

•Investments

•Assets and liabilities acquired in a business combination

•Impairment assessment of goodwill and other intangible assets

Level 2 and Level 3 inputs are employed by the Company in the fair value measurement of these assets. ~~See Note 4, "Assets and Liabilities Held~~ For ~~Sale," for a more detailed description of~~ the fair value ~~measurement of assets held for sale. For the fair value~~ measurements employed by the Company for certain capitalized costs related to cloud computing arrangements, prepublication costs, investment in film and television assets and other production costs, the Company assessed future expected cash flows attributable to these assets, a Level 3 fair value measure. See Note 5, "Asset Write Down", for a more detailed description of the assets impaired during fiscal 2026. See Note 11, "Investments", for a more detailed description of the fair value measurements employed. See Note 9, "Acquisitions", for a more detailed description of the assets acquired and fair value measurements employed related to the 9 Story acquisition in fiscal 2025.

2326


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

1617. INCOME TAXES AND OTHER TAXES

Income Taxes

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The Company's interim effective tax rate, inclusive of discrete items, for the three and ~~six~~nine month periods ended ~~November~~February 3028, ~~2025~~2026 was 2631.49% and 2833.01%, respectively, compared to 3087.3% and 3765.25%, respectively, for the prior fiscal year period. The interim effective tax rate for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 varies from the statutory rate primarily due to non-deductible compensation for covered executive employees and expected state and local income tax.

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 fiscal 2021 through ~~2024~~2025 tax years remain subject to audit.

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. Key corporate tax provisions of OBBBA include elective tax measures for the restoration of 100% bonus depreciation and immediate expensing of domestic research and experimental (R&E) expenditures. Other tax measures include modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII), and the expansion of Section 162(m) aggregation requirements. The Company is evaluating the full year impact of OBBBA and, based on its preliminary analysis, does not anticipate a material effect on its consolidated financial statements for the year ending May 31, 2026.

Non-income Taxes

The Company is subject to tax examinations for sales-based taxes. A number of these examinations are ongoing and, in certain cases, have resulted in assessments from taxing authorities. The Company assesses sales tax contingencies for each jurisdiction in which it operates, considering all relevant facts including statutes, regulations, case law and experience. Where a sales tax liability with respect to a jurisdiction is probable and can be reliably estimated for such jurisdiction, the Company has made accruals for these matters which are reflected in the Company’s Condensed Consolidated Financial Statements. These amounts are included in Selling, general and administrative expenses. Future developments relating to the foregoing could result in adjustments being made to these accruals.

2427


SCHOLASTIC CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Dollar amounts in millions, except per share data)

1718. DERIVATIVES AND HEDGING

The Company enters into foreign currency derivative contracts to economically hedge the exposure to foreign currency fluctuations associated with the forecasted purchase of inventory, the foreign exchange risk associated with certain receivables denominated in foreign currencies and certain future commitments for foreign expenditures. These derivative contracts are economic hedges and are not designated as cash flow hedges.

The Company marks-to-market these instruments and records the changes in the fair value of these items in Selling, general and administrative expenses and recognizes the unrealized gain or loss in Other current assets or Other current liabilities. The notional values of the contracts were $21.3 and $22.8 as of ~~November~~February 3028, ~~2025~~2026 and ~~November~~February 3028, ~~2024~~2025, respectively. A net unrealized ~~gain~~loss of ~~less than~~ $0.16 and a net unrealized gain of $0.69 was recognized for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 and ~~November~~February 3028, ~~2024~~2025, respectively.

1819. OTHER ACCRUED EXPENSES

Other accrued expenses consisted of the following as of the dates indicated:

	November 30, 2025		May 31, 2025		November 30, 2024
	February 28, 2026		May 31, 2025		February 28, 2025
Accrued payroll, payroll taxes and benefits	$	3429.30	$	35.2	$	3528.60
Accrued bonus and commissions		1619.27		26.6		1713.76
Returns liability		3936.59		34.4		3433.83
Accrued other taxes		2214.58		22.2		2518.07
Accrued advertising and promotions		65.75		5.1		76.82
Other accrued expenses		4738.21		42.7		4240.34
Total accrued expenses	$	~~166~~144.40	$	166.2	$	~~163~~140.2

1920. SUBSEQUENT EVENTS

On ~~December 1~~March 18, ~~2025~~2026, the ~~Company~~Board ~~entered~~declared ~~into agreements to sell its headquarters location at 555-557 Broadway in New York, NY for~~ a ~~purchase~~quarterly ~~price~~cash ofdividend ~~$386.0 and its primary distribution facility in Jefferson City, MO for a purchase price~~ of $~~95.~~0.20 ~~Upon~~per ~~closing~~share ~~of these transactions, which occurred~~ on ~~December 17, 2025,~~ the Company’s ~~entered~~Class ~~into~~A aand ~~15-year~~Common ~~lease~~Stock for athe ~~portion~~fourth quarter of ~~its~~fiscal ~~headquarters~~2026. ~~building~~The ~~and~~dividend ais ~~20-year~~payable ~~lease~~on ~~for~~June ~~the distribution facility~~15, ~~both~~2026 ~~with~~to ~~renewal~~shareholders ~~options.~~of ~~The~~record ~~Company~~as ~~expects~~of ~~these~~the ~~leases~~close toof bebusiness ~~classified~~on asApril ~~operating~~30, ~~leases~~2026.

On ~~December~~March 1718, ~~2025~~2026, the Board ~~declared~~also aauthorized ~~quarterly~~an ~~cash~~increase ~~dividend~~ of $0297.200 ~~per~~for Common share onrepurchases under the Company’'s ~~Class~~share Abuy-back ~~and~~program, ~~Common~~resulting ~~Stock~~in ~~for~~a ~~the~~current ~~third~~Board ~~quarter~~authorization of ~~fiscal~~$300.0, ~~2026~~which includes $19.5 ~~The~~remaining ~~dividend~~from isthe ~~payable~~previous onBoard ~~March~~authorization, less repurchases of $16.5 made subsequent to February 28, 2026. toThe ~~shareholders~~increased ofauthorization ~~record~~includes asa planned modified Dutch auction tender offer of $200.0 with the ~~close~~remaining $100.0 plus any unutilized portion of ~~business~~the ontender ~~January~~offer ~~30,~~amount ~~2026~~available for open-market and other authorized share repurchases.

On December 17, 2025, the Board also authorized an increase of $80.0 for Common share repurchases under the Company's share buy-back program, resulting in a current Board authorization of $150.0, which includes $70.0 remaining from the previous Board authorization.28


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Overview and Outlook

Revenues for the ~~second~~third quarter ended ~~November~~February 3028, ~~2025~~2026 were $~~551~~329.1 million, compared to $~~544~~335.64 million in the prior fiscal year quarter, a ~~increase~~decrease of $6.53 million or 12%. The Company reported net income per diluted share of Class A and Common Stock of $2.1755 in the ~~second~~third quarter of fiscal 2026, compared to net loss per diluted share of $10.7113 in the prior fiscal year quarter.

~~Second~~During ~~quarter~~the ~~results~~third ~~reflected~~fiscal ~~higher~~quarter, ~~revenues from~~ the ~~global~~Company ~~release~~closed ofon the ~~14th~~sale ~~title~~and inleaseback ~~Dav~~transactions ~~Pilkey's~~related ~~Dog~~to ~~Man®~~its ~~series,~~headquarters ~~Big~~in ~~Jim~~New ~~Believes,~~York ~~coupled~~City ~~with~~and ~~continued~~distribution ~~success~~center ofin ~~the~~Jefferson ~~Hunger~~City, ~~Games®~~which ~~and~~resulted ~~Harry~~in ~~Potter®~~pre-tax ~~franchises~~net ~~with~~proceeds ~~special~~of ~~edition releases~~$452.4 ~~School~~million ~~Reading~~and ~~Events also had~~ a ~~successful~~pre-tax ~~fall~~gain ~~season~~on ~~with~~sale ~~higher~~of ~~fair~~$118.2 ~~count and increased revenue per fair~~million. The ~~volatility~~Company inused ~~the~~this ~~education~~capital ~~funding environment continued~~ to ~~impact~~repay ~~Education~~borrowings ~~Solutions~~under asits ~~schools delayed or reduced purchases~~U.S. ~~However,~~Credit ~~this~~Agreement ~~decline~~and ~~was~~return ~~more~~value ~~than~~to ~~offset~~shareholders bythrough ~~the~~open-market ~~continued~~share ~~benefits~~repurchases ~~from~~while ~~the~~continuing ~~Company's~~to ~~previous~~invest ~~reorganization~~in ~~efforts and cost-saving~~ initiatives, ~~resulting~~that insupport ~~improved~~long-term ~~operating income in the second quarter~~growth.

~~During~~Within ~~the~~Children's ~~second~~Book ~~half~~Publishing ofand ~~fiscal 2026~~Distribution, ~~the~~School ~~Company~~Reading ~~expects~~Events ~~the~~continued ~~positive~~to ~~trends~~outpace ~~related~~the toprior ~~fair~~period, ~~count~~driven ~~and~~by higher revenue per fair. Trade channel revenues reflected the shift in timing of the Dog Man® publication, with year-to-date ~~continue~~results ~~into~~remaining in line with the ~~spring~~prior ~~book~~fiscal ~~fairs~~year ~~season~~period. The ~~Company~~trade channel is ~~also~~expected ~~expecting~~ to benefit from new ~~trade~~releases ~~publishing~~in ~~releases,~~the fourth fiscal quarter including Wings of Fire #16: The Hybrid Prince, published in early March, and Captain Underpants: The First Epic Manga, ~~illustrated~~to be published in April. Education Solutions continued to be impacted by ~~manga~~the ~~artist~~challenging ~~Motojiro,~~funding inmarket ~~April~~for schools and districts, however, the ~~16th~~segment ~~Wings~~benefited offrom ~~Fire~~its ~~book,~~lower ~~The~~cost ~~Hybrid~~structure ~~Prince,~~which resulted in ~~March,~~improved ~~and~~profitability in the ~~graphic~~third ~~novel~~fiscal ~~edition~~quarter. The Entertainment segment continued to expand its pipeline of ~~the~~media ~~9th~~development ~~book~~and inproduction and remains well-positioned for growth as industry greenlight activity improves. International results reflected the ~~series~~expected ~~Talons~~impact of ~~Power~~the Dog Man publication timing in ~~late~~the ~~December~~Major Markets and the continued benefit of operational efficiencies. The Company remains focused on ~~improving~~growth ~~profitability~~ and ~~building~~margin ~~value~~improvement ~~for~~in ~~shareholders~~its international operations.

Results of Operations

Consolidated

Revenues for the quarter ended ~~November~~February 3028, ~~2025~~2026 ~~increased~~decreased by $6.53 million to $~~551~~329.1 million, compared to $~~544~~335.64 million in the prior fiscal year quarter. Within the Children's Book Publishing and Distribution segment, revenues ~~increased~~decreased by $135.97 million, driven by ~~increased~~lower trade channel revenues ~~from~~reflecting ~~new~~the ~~releases~~shift in timing of the Dog Man®, ~~Hunger~~publication ~~Games®~~which ~~and~~occurred ~~Harry~~in ~~Potter®~~the ~~series~~second asfiscal ~~well~~quarter ascompared to the third fiscal quarter in the prior year, partially offset by increased revenues from School Reading Events as a result of higher ~~fair count and increased~~ revenue per fair. In the Education Solutions segment, revenues decreased by $91.01 million, primarily ~~due~~driven toby ~~delayed~~lower orsales ~~reduced~~of ~~school~~supplemental ~~funding~~curriculum ~~which~~products ~~resulted~~and in lower ~~sales~~subscription ofrevenues ~~supplemental~~from Magazines+, partially offset by increased revenues from sponsored programs. In the Entertainment segment, revenues ~~decreased~~increased by $13.72 million, reflecting ~~lower~~higher production ~~and~~revenues ~~distribution~~from ~~revenues~~episodic deliveries and services. In local currency, International segment revenues ~~increased~~decreased by $34.31 million, primarily driven by ~~higher~~lower trade channel sales in the ~~Company's~~U.K.and ~~Major~~Canada ~~Markets~~due, ~~which~~in ~~benefited~~part, ~~from~~to the ~~release~~timing shift of the Dog Man ~~#14~~publication, coupled with lower education sales in New Zealand. International segment revenues were impacted by ~~unfavorable~~favorable foreign exchange of $03.5 million in the quarter ended ~~November~~February 3028, ~~2025~~2026. In addition, rental income ~~increased~~decreased $02.51 million from the prior fiscal year quarter as a result of the sale and leaseback of the Company's headquarters in New York City as the Company no longer owns the leasable space.

Revenues for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 decreased by $511.14 million to $~~776~~1,105.78 million, compared to $~~781~~1,117.82 million in the prior fiscal year period. Revenues in the Children's Book Publishing and Distribution segment increased by $1712.92 million, driven by increased revenues from School Reading Events as a result of higher fair count and increased revenue per fair as well as increased redemptions of book fair incentive program credits~~, coupled with increased trade channel revenues with new releases and continued success in the Dog Man®, Hunger Games® and Harry Potter® franchises~~. In the Education Solutions segment, revenues decreased by $2425.67 million, primarily due to ~~delayed~~the orcontinued ~~reduced~~challenging funding market for schools and school ~~funding~~districts which resulted in lower sales of supplemental ~~programs~~curriculum products and lower subscription revenues from Magazines+. In the Entertainment segment, revenues decreased by $41.75 million, primarily reflecting lower production and distribution revenues. In local currency, International segment revenues increased by $51.76 million, primarily driven by higher sales in ~~the U.K.~~Australia, ~~Australia~~Asia and ~~New~~the ~~Zealand, and Asia~~U.K. International segment revenues were also impacted by ~~unfavorable~~favorable foreign exchange of $0.3.2 million in the period ended ~~November~~February 3028, ~~2025~~2026. In addition, rental income ~~increased~~decreased $01.92 million from the ~~prior fiscal year period.~~

2629


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

~~Components~~prior offiscal ~~Cost~~year ofperiod ~~goods~~as ~~sold~~a ~~for~~result of the ~~three~~sale and ~~six~~leaseback ~~months~~of ~~ended~~the ~~November 30,~~Company's ~~2025~~headquarters ~~and~~in ~~November 30,~~New ~~2024~~York ~~are~~City as ~~follows:~~the Company no longer owns the leasable space.

	Three months ended								Six months ended
	November 30, 2025				November 30, 2024				November 30, 2025				November 30, 2024
($ amounts in millions)			% of Revenue				% of Revenue				% of Revenue				% of Revenue
Product, service and production costs and inventory reserves	$	133.5	24.2	%	$	132.8	24.4	%	$	202.1	26.0	%	$	207.0	26.5	%
Royalty and participation costs		40.4	7.3	%		40.7	7.5	%		64.6	8.3	%		62.7	8.0	%
Prepublication and production amortization		7.9	1.4	%		10.7	1.9	%		15.0	1.9	%		17.4	2.2	%
Postage, freight, shipping, fulfillment and other		43.8	8.0	%		44.4	8.2	%		67.4	8.7	%		69.8	9.0	%
Total	$	225.6	40.9	%	$	228.6	42.0	%	$	349.1	44.9	%	$	356.9	45.7	%

Components of Cost of goods sold for the three and nine months ended February 28, 2026 and February 28, 2025 are as follows:

Cost of goods sold for the quarter ended November 30, 2025 was $225.6 million, or 40.9% of revenues, compared to $228.6 million, or 42.0% of revenues, in the prior fiscal year quarter. The decrease in Cost of Goods sold as a percentage of revenues was primarily driven by improved utilization of inventory in the U.S. book clubs channel which resulted in less excess and obsolete inventory and by lower inbound freight costs in the Company's international Major Markets. This was partially offset by increased tariff charges, primarily in the U.S. book fairs channel. The Company expects the newly imposed tariffs to continue to increase Cost of goods sold, particularly during the upcoming peak selling season for the book fairs channel in the fourth fiscal quarter. Based on current anticipated revenues and tariff policy, the Company continues to expect approximately $10 million of incremental tariff expense for fiscal 2026.


	Three months ended								Nine months ended
	February 28, 2026				February 28, 2025				February 28, 2026				February 28, 2025

($ amounts in millions)			% of Revenue				% of Revenue				% of Revenue				% of Revenue
Product, service and production costs and inventory reserves	$	81.6	24.8	%	$	87.4	26.1	%	$	283.7	25.7	%	$	294.4	26.3	%
Royalty and participation costs		27.2	8.3	%		28.5	8.5	%		91.8	8.3	%		91.2	8.2	%
Prepublication and production amortization		8.3	2.5	%		7.2	2.1	%		23.3	2.1	%		24.6	2.2	%
Postage, freight, shipping, fulfillment and other		33.2	10.1	%		31.5	9.4	%		100.6	9.1	%		101.3	9.1	%
Total	$	150.3	45.7	%	$	154.6	46.1	%	$	499.4	45.2	%	$	511.5	45.8	%

Cost of goods sold for the ~~six~~quarter ~~months~~ ended ~~November~~February 3028, ~~2025~~2026 was $~~349~~150.13 million, or 4445.97% of revenues, compared to $~~356~~154.96 million, or 4546.71% of revenues, in the prior fiscal year ~~period~~quarter. The decrease in Cost of ~~goods~~Goods sold as a percentage of revenues was primarily driven by improved utilization of inventory in the U.S. book ~~clubs~~fairs channel which resulted in less excess and obsolete inventory, ~~and~~in byaddition to lower ~~inbound~~ freight costs in the Company's international Major Markets. ~~This~~Royalty ~~was~~costs ~~partially~~were ~~offset~~also bylower ~~higher royalty costs~~ as a result of ana ~~increase~~decrease in the mix of higher-royalty bearing titles sold in the U.S. trade channel in the ~~period~~quarter ended ~~November~~February 3028, ~~2025~~2026, ~~and~~partially offset by higher sales of royalty-bearing titles in Australia. This was partially offset by increased tariff charges, primarily in the U.S. book fairs channel., coupled with increased production costs from higher production services revenue in Entertainment and higher shipping and postage costs related to sponsored programs in Education Solutions.

~~Selling,~~Cost ~~general~~of ~~and~~goods ~~administrative~~sold ~~expenses~~ for the ~~quarter~~nine months ended ~~November~~February 3028, ~~2025~~2026 ~~decreased~~was to $~~217~~499.54 million, or 45.2% of revenues, compared to $~~224~~511.95 million, or 45.8% of revenues, in the prior fiscal year ~~quarter~~period. The ~~$7.4~~decrease ~~million~~in ~~decrease~~Cost of goods sold as a percentage of revenues was primarily ~~attributable~~driven toby ~~lower~~improved ~~employee-related~~utilization of inventory in the U.S. book fairs and ~~external~~book ~~labor~~clubs ~~costs~~channels ~~resulting~~which ~~from~~resulted in less excess and obsolete inventory, in addition to lower freight costs in the Company's ~~previous~~international ~~reorganization~~Major ~~efforts~~Markets. ~~and~~This ~~cost-saving~~was ~~initiatives~~partially ~~and~~offset ~~lower~~by ~~spending~~increased ontariff ~~general~~charges, ~~expenses~~primarily in the U.S. Inbook ~~addition,~~fairs ~~the~~channel. The Company ~~incurred~~is ~~lower~~evaluating ~~severance~~the ~~expense~~potential impact of $1a recent U.3S. ~~million~~Supreme inCourt ruling pertaining to tariffs previously paid on imported products under the ~~quarter~~International ~~ended~~Emergency ~~November 30~~Economic Powers Act (IEEPA). The Company estimates that approximately $9 million of its tariff payments are subject to this ruling, ~~2025~~however, ~~related~~no amounts have been recognized to ~~cost-saving~~date. ~~initiatives~~The ultimate timing and amount of any refund remain uncertain.

Selling, general and administrative expenses for the ~~six~~quarter ~~months~~ ended ~~November~~February 3028, ~~2025~~2026 ~~decreased~~increased to $~~394~~192.78 million, compared to $~~407~~187.05 million in the prior fiscal year ~~period~~quarter. The $125.3 million ~~decrease~~increase was primarily attributable to ~~lower~~higher ~~employee-related~~rent ~~and~~expense ~~external~~as ~~labor~~a ~~costs~~result ~~resulting~~of ~~from~~ the ~~Company's~~sale ~~previous reorganization efforts~~ and ~~cost-saving~~leaseback ~~initiatives~~of ~~and~~the ~~lower~~Company's ~~spending~~headquarters onin ~~general~~New ~~expenses.~~York ~~This~~City, ~~was~~ partially offset by ~~increased~~lower severance expense of $60.36 million in the ~~period~~quarter ended ~~November~~February 3028, ~~2025~~2026 related to cost-saving initiatives.

~~Depreciation~~Selling, general and ~~amortization~~administrative ~~expense~~expenses for the ~~quarter~~nine months ended ~~November~~February 3028, ~~2025~~2026 ~~was~~decreased to $16587.5 million, ~~which~~compared ~~was comparable~~ to $16594.35 million in the prior fiscal year ~~quarter~~period. ~~There~~The ~~were~~$7.0 nomillion ~~significant~~decrease ~~assets~~was ~~placed~~primarily ~~into~~attributable ~~service~~to ~~during~~lower employee-related and external labor costs resulting from the ~~quarter~~Company's previous reorganization efforts and cost-saving initiatives and lower spending on general overhead expenses. This was partially offset by increased severance expense related to cost-saving initiatives of $5.7 million in the period ended ~~November~~February 3028, ~~2025~~2026 and higher rent expense as a result of the sale and leaseback of the Company's headquarters in New York City.

Depreciation and amortization expense for the ~~six~~quarter ~~months~~ ended ~~November~~February 3028, ~~2025~~2026 ~~was~~decreased by $324.80 million to $12.9 million, compared to $3116.69 million in the prior fiscal year ~~period~~quarter. ~~The $1.2 million increase in~~ Depreciation and amortization expense ~~was primarily due to new assets placed into service during the first quarter of fiscal 2026.~~

2730


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

~~Asset impairments~~ for the ~~quarter~~nine months ended ~~November~~February 3028, ~~2025~~2026 ~~were~~decreased by $82.68 million. ~~The~~to ~~Company~~$45.7 ~~recognized~~million, ~~asset~~compared ~~impairments~~to of $348.45 million ~~related~~in tothe ~~certain~~prior ~~products~~fiscal ~~within~~year ~~the~~period. ~~Education~~The ~~Solutions~~decrease ~~segment~~in Depreciation and ~~$5.2~~amortization ~~million~~expense was primarily ~~related~~attributable to ~~certain~~the ~~film~~sale ~~and~~of ~~television~~the ~~programs~~Company's headquarters in ~~development~~New ~~within~~York ~~the~~City ~~Entertainment~~and ~~segment~~distribution center in Jefferson City.

Asset impairments for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 were $9.4 million. The Company recognized asset impairments of $3.4 million related to certain products within the Education Solutions segment, $5.2 million primarily related to certain film and television programs in development within the Entertainment segment and $0.8 million related to a product that is no longer being sold within the Children's Book Publishing and Distribution segment. Asset impairments for the three and nine months ended February 28, 2025 were $0.3 million and $0.4 million, respectively, primarily related to the early exit of leased office space within the Entertainment segment.

Interest expense for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 was $51.69 million and $1012.65 million, respectively, compared to $4.97 million and $813.74 million, respectively, in the prior fiscal year periods. The ~~increase~~decrease in interest expense was due to ~~increased~~repayments of borrowings under the U.S. Credit Agreement during the period ended ~~November~~February 3028, ~~2025~~2026.

Interest income for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 was $01.61 million and $12.12 million, ~~respectively,~~compared ~~which was comparable~~ to $0.54 million and $1.37 million, respectively, in the prior fiscal year periods. The ~~Company~~increase ~~invests excess cash~~ in ~~short~~interest ~~term~~income ~~investments~~was ~~which~~attributable ~~earn~~to ~~competitive~~higher ~~interest~~average ~~rates~~short ~~that~~term ~~change~~investment ~~directionally~~balances in ~~relation to~~ the ~~Federal~~period ~~Funds~~ended ~~rate. Subsequent to November~~February 3028, ~~2025,~~2026 ~~the~~resulting ~~Company~~from ~~entered~~the ~~into~~net ~~sale-leaseback~~proceeds ~~agreements~~received ~~for~~from ~~its~~the ~~headquarters~~sale inand ~~New~~leaseback ~~York~~transactions. ~~City~~The ~~and~~Company ~~primary~~invests ~~distribution~~excess ~~center~~cash in ~~Jefferson~~short ~~City,~~term ~~Missouri~~investments which ~~are~~earn ~~expected~~competitive tointerest ~~provide~~rates ~~additional~~that ~~liquidity~~change ~~and~~directionally ~~may~~in ~~impact~~relation ~~interest~~to ~~income and expense during~~ the ~~remainder~~Federal ofFunds ~~fiscal 2026~~rate.

~~Other~~Gain ~~non-operating~~on ~~expense~~sale ~~for~~and ~~each~~leaseback oftransactions for the three and ~~six~~nine ~~month~~months ~~periods~~ ended ~~November~~February 3028, ~~2025~~2026 was $1119.68 million. ~~The~~and ~~Company incurred~~ $1118.62 million, respectively. During the third quarter of ~~costs~~fiscal ~~related~~2026, tothe Company completed the sale- and leaseback transactions ~~for~~related ~~the~~to ~~Company's~~its headquarters in New York City and primary distribution center in Jefferson City, Missouri. The Company recognized a pre-tax gain of $118.2 million, which included certain transaction costs of $1.6 million incurred during the second quarter of fiscal 2026.

The Company's interim effective tax rate, inclusive of discrete items, for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 was 2631.49% and 2833.01%, respectively, compared to 3087.3% and 3765.25%, respectively, for the prior fiscal year periods. The interim effective tax rate for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 varies from the statutory rate primarily due to non-deductible compensation for covered executive employees and expected state and local income tax.

Net income for the quarter ended ~~November~~February 3028, ~~2025~~2026 increased by $766.1 million to $5562.95 million, compared to a net loss of $483.86 million in the prior fiscal year quarter. Earnings per basic and diluted share of Class A and Common Stock were $2.2161 and $2.1755, respectively, for the fiscal quarter ended ~~November~~February 3028, ~~2025~~2026, compared to ~~$1.73~~a loss per basic and diluted share of $10.~~71,~~13 ~~respectively,~~ in the prior fiscal year quarter.

Net ~~loss~~income for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 increased by $164.56 million to $1547.23 million, compared to a net loss of $1317.73 million in the prior fiscal year period. ~~Loss~~Earnings per basic and diluted share of Class A and Common Stock was $01.6091 and $1.87, respectively, for the period ended ~~November~~February 3028, ~~2025~~2026, compared to a loss per basic and diluted share of $0.4861 in the prior fiscal year period.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Children’s Book Publishing and Distribution

	Three months ended November 30,								Six months ended November 30,
	Three months ended February 28,								Nine months ended February 28,
					$		%						$		%
($ amounts in millions)	~~2025~~2026		~~2024~~2025		Change		Change			~~2025~~2026		~~2024~~2025	Change		Change
Revenues	$	~~380~~197.96	$	~~367~~203.03	$	13(5.97)	3(2.8)	%	$	~~490~~687.39	$	~~472~~675.47	$	1712.92	31.8	%
Cost of goods sold		~~146~~83.57		~~143~~92.30		3(8.23)	2(9.20)	%		~~208~~292.74		~~202~~294.2		6(1.58)	3(0.26)	%
Other operating expenses (1)		~~125~~105.60		~~121~~103.67		41.03	31.3	%		~~207~~312.1		~~204~~308.74		23.47	1.2	%
Asset impairments		—		—		—	—	%		0.8		—		0.8	NM
Operating income (loss)	$	~~108.~~8.9	$	~~102~~7.16	$	61.73	617.61	%	$	7382.76	$	6573.51	$	89.25	1213.50	%

(1) Other operating expenses include selling, general and administrative expenses and depreciation and amortization.

NM Not meaningful

Revenues for the quarter ended February 28, 2026 decreased by $5.7 million to $197.6 million, compared to $203.3 million in the prior fiscal year quarter. Trade channel revenues decreased $7.7 million, primarily due to the shift in timing of the Dog Man publication which occurred in the second fiscal quarter compared to the third fiscal quarter in the prior year. Revenues from School Reading Events increased $2.0 million, driven by higher revenue per fair in the book fairs channel. Revenues from the book clubs channel were relatively consistent with the prior fiscal year quarter.

Revenues for the nine months ended February 28, 2026 increased by $12.2 million to $687.9 million, compared to $675.7 million in the prior fiscal year period. Revenues from School Reading Events increased $12.7 million, driven by higher fair count and increased revenue per fair in the book fairs channel, coupled with increased redemptions of book fair incentive program credits. This was partially offset by lower book clubs channel revenues primarily due to lower sponsor participation. Trade channel revenues were relatively consistent with the prior fiscal year period, decreasing $0.5 million, with continued success in the Hunger Games®, Harry Potter® and Dog Man franchises.

Cost of goods sold for the quarter ended February 28, 2026 was $83.7 million, or 42.4% of revenues, compared to $92.0 million, or 45.3% of revenues, in the prior fiscal year quarter. The decrease in Cost of goods sold as a percentage of revenues was primarily driven by lower royalty costs as a result of a decrease in the mix of higher-royalty bearing titles sold in the trade channel in the quarter ended February 28, 2026, coupled with improved utilization of inventory in the book fairs channel which resulted in less excess and obsolete inventory. This was partially offset by increased tariff charges, primarily in the book fairs channel.

Cost of goods sold for the nine months ended February 28, 2026 was $292.4 million, or 42.5% of revenues, compared to $294.2 million, or 43.5% of revenues, in the prior fiscal year period. Cost of goods sold benefited from improved utilization of inventory in the book fairs and book clubs channels resulting in less excess and obsolete inventory, partially offset by increased tariff charges, primarily in the book fairs channel.

Other operating expenses for the quarter ended February 28, 2026 were $105.0 million which were comparable to $103.7 million in the prior fiscal year quarter.

Other operating expenses for the nine months ended February 28, 2026 increased by $3.7 million to $312.1 million, compared to $308.4 million in the prior fiscal year period. The increase in Other operating expenses was primarily attributable to inflationary pressures and higher expected credit losses on customer receivables.

Asset impairments for the nine months ended February 28, 2026 were $0.8 million. During the first quarter of fiscal 2026, the Company recognized an asset impairment of $0.8 million related to a certain product that is no longer being sold. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.

Segment operating income for the quarter ended February 28, 2026 increased by $1.3 million to $8.9 million, compared to $7.6 million in the prior fiscal year quarter. The improvement was primarily attributable to favorable cost of goods sold as a result of lower royalty costs in the trade channel, coupled with improved utilization of inventory in the book fairs channel which resulted in less excess and obsolete inventory.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

~~Revenues~~Segment operating income for the ~~quarter~~nine months ended ~~November~~February 3028, ~~2025~~2026 increased by $~~13.~~9.5 million to $~~380~~82.96 million, compared to $~~367~~73.01 million in the prior fiscal year ~~quarter~~period. ~~Trade~~The ~~channel~~improvement ~~revenues~~was ~~increased~~primarily ~~$7.6~~attributable ~~million,~~to ~~driven~~increased byrevenues ~~new~~from ~~releases in~~ the ~~quarter~~book ~~ended~~fairs ~~November 30~~channel, ~~2025,~~coupled ~~which~~with ~~included~~favorable ~~the~~cost ~~latest title in the Dog Man® series, Dog Man #14: Big Jim Believes, the interactive illustrated edition~~ of ~~Harry~~goods ~~Potter~~sold ~~and~~as ~~the~~a ~~Goblet~~result of ~~Fire,~~improved ~~the~~utilization ~~collector’s edition~~ of ~~Suzanne~~inventory Collins’ Sunrise on the Reaping and the illustrated edition of Catching Fire®. Revenues from School Reading Events also increased $6.3 million, driven by higher fair count and increased revenue per fair in the book fairs ~~channel,~~and ~~partly offset by lower~~ book clubs ~~channel~~channels ~~revenues~~resulting ~~primarily~~in ~~due~~less toexcess ~~lower~~and ~~sponsor~~obsolete ~~participation~~inventory.

Revenues for the six months ended November 30, 2025 increased by $17.9 million to $490.3 million, compared to $472.4 million in the prior fiscal year period. Revenues from School Reading Events increased $10.7 million, driven by higher fair count and increased revenue per fair in the book fairs channel, coupled with increased redemptions of book fair incentive program credits. This was partially offset by lower book clubs channel revenues primarily due to lower sponsor participation. Trade channel revenues also increased $7.2 million, with continued success in the Dog Man, Hunger Games® and Harry Potter® franchises, which included several new releases during the period ended November 30, 2025.33

Cost of goods sold for the quarter ended November 30, 2025 was $146.5 million, or 38.5% of revenues, compared to $143.3 million, or 39.0% of revenues, in the prior fiscal year quarter. The decrease in Cost of goods sold as a percentage of revenues was primarily driven by improved utilization of inventory in the book clubs channel which resulted in less excess and obsolete inventory, partially offset by increased tariff charges in the book fairs channel.

Cost of goods sold for the six months ended November 30, 2025 was $208.7 million, or 42.6% of revenues, compared to $202.2 million, or 42.8% of revenues, in the prior fiscal year period. Cost of goods sold benefited from improved utilization of inventory in the book clubs channel resulting in less excess and obsolete inventory, which was substantially offset by higher royalty costs as a result of an increase in the mix of higher-royalty bearing titles sold in the trade channel in the period ended November 30, 2025 and increased tariff charges in the book fairs channel. The Company expects the newly imposed tariffs to continue to increase Cost of goods sold, particularly during the upcoming peak selling season for the book fairs channel in the fourth fiscal quarter.

Other operating expenses for the quarter ended November 30, 2025 increased by $4.0 million to $125.6 million, compared to $121.6 million in the prior fiscal year quarter. Other operating expenses for the six months ended November 30, 2025 increased by $2.4 million to $207.1 million, compared to $204.7 million in the prior fiscal year period. The increase in Other operating expenses was primarily attributable to inflationary pressures and higher expected credit losses on customer receivables.

Asset impairments for the six months ended November 30, 2025 were $0.8 million. During the first quarter of fiscal 2026, the Company recognized an asset impairment of $0.8 million related to a certain product that is no longer being sold. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.

Segment operating income for the quarter ended November 30, 2025 increased by $6.7 million to $108.8 million, compared to $102.1 million in the prior fiscal year quarter. Segment operating income for the six months ended November 30, 2025 increased by $8.2 million to $73.7 million, compared to $65.5 million in the prior fiscal year period. The improvement was primarily attributable to increased revenues from the book fairs and trade channels.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Education Solutions

	Three months ended November 30,								Six months ended November 30,
	Three months ended February 28,								Nine months ended February 28,
					$		%							$	%
($ amounts in millions)	~~2025~~2026		~~2024~~2025		Change		Change		~~2025~~2026		~~2024~~2025		Change		Change
Revenues	$	6256.21	$	7157.2	$	(91.01)	(121.69)	%	$	~~102~~158.34	$	~~126~~184.91	$	(2425.67)	(1914.40)	%
Cost of goods sold		23.82		2723.30		(30.5)2	~~(12~~0.8)9	%		4366.13		5477.7		(11.64)	(2114.27)	%
Other operating expenses (1)		3938.71		4441.41		(43.70)	(107.63)	%		81119.78		89130.78		(811.0)	(8.94)	%
Asset impairments		~~3.4~~—		—		~~3.4~~—	NM—	%		3.4		—		3.4	NM
Operating income (loss)	$	(45.72)	$	(06.59)	$	(41.2)7	NM24.6	%	$	(2531.91)	$	(1724.54)	$	(86.47)	(4827.05)	%

(1) Other operating expenses include selling, general and administrative expenses and depreciation and amortization.

NM Not meaningful

Revenues for the quarter ended ~~November~~February 3028, ~~2025~~2026 decreased by $91.01 million to $6256.21 million, compared to $7157.2 million in the prior fiscal year quarter. The decrease in segment revenues was primarily driven by ~~delayed~~lower orsales ~~reduced~~of ~~school~~supplemental ~~funding~~curriculum ~~which~~products ~~resulted~~resulting infrom ~~lower~~the ~~sales~~continued ofchallenging ~~supplemental~~funding ~~programs,~~market infor ~~addition~~schools toand school districts, coupled with lower subscription revenues from Magazines+. ~~Revenues~~This decline was partially offset by increased revenues from sponsored programs ~~were~~in ~~consistent with~~ the ~~prior~~quarter ~~fiscal~~ended ~~year~~February 28, ~~quarter~~2026.

Revenues for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 decreased by $2425.67 million to $~~102~~158.34 million, compared to $~~126~~184.91 million in the prior fiscal year period. The decrease in segment revenues was primarily driven by ~~delayed~~lower orsales ~~reduced~~of ~~school~~supplemental ~~funding~~curriculum ~~which~~products ~~resulted~~due into ~~lower~~the ~~sales~~continued ofchallenging ~~supplemental~~funding ~~programs.~~market Infor ~~addition~~schools and school districts, coupled with lower subscription revenues from Magazines+. ~~and~~Revenues ~~the timing of revenues~~ from sponsored programs inwere ~~the~~relatively ~~first~~consistent ~~fiscal~~with ~~quarter contributed to~~ the ~~decrease in revenues from the~~ prior fiscal year period.

Cost of goods sold for the quarter ended ~~November~~February 3028, ~~2025~~2026 was $23.82 million, or 3841.34% of revenues, which was comparable to $2723.30 million, or 3840.32% of revenues, in the prior fiscal year quarter. Cost of goods sold as a percentage of revenues increased due to higher shipping and postage costs related to sponsored programs.

Cost of goods sold for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 was $4366.13 million, or 4241.19% of revenues, compared to $5477.7 million, or 4342.12% of revenues, in the prior fiscal year period. Cost of goods sold as a percentage of revenues decreased due to lower product costs associated with the mix of products sold during the period ended ~~November~~February 3028, ~~2025~~2026, partially offset by higher shipping and postage costs related to sponsored programs.

Other operating expenses for the quarter ended ~~November~~February 3028, ~~2025~~2026 decreased by $43.70 million to $3938.71 million, compared to $4441.41 million in the prior fiscal year quarter. Other operating expenses for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 decreased by $811.0 million to $81119.78 million, compared to $89130.78 million in the prior fiscal year period. The decrease in Other operating expenses was primarily attributable to lower employee-related and external labor costs and reduced spending on general overhead expenses.

Asset impairments for the ~~three~~nine ~~and six~~ months ended ~~November~~February 3028, ~~2025~~2026 were $3.4 million. During the second quarter of fiscal 2026, the Company recognized an asset ~~impairment~~impairments of $3.4 million related to certain education products. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.

Segment operating loss for the quarter ended ~~November~~February 3028, ~~2025~~2026 ~~increased~~decreased by $41.27 million to $45.72 million, compared to ~~$0.5~~an ~~million in the prior fiscal year quarter. Segment~~ operating loss ~~for~~of ~~the six months ended November 30, 2025 increased by~~ $86.~~4 million to $25.~~9 million, ~~compared to $17.5 million~~ in the prior fiscal year ~~period~~quarter. The ~~overall~~improvement ~~decline~~ was ~~driven~~primarily byattributable ~~lower~~to ~~revenues and the asset impairments recognized during the period ended November 30, 2025, partially offset by~~ lower employee-related and external labor costs as well as reduced spending on general overhead expenses.

30Segment operating loss for the nine months ended February 28, 2026 increased by $6.7 million to $31.1 million, compared to an operating loss of $24.4 million in the prior fiscal year period. The overall decline was driven by lower revenues and the asset impairments recognized during the period ended February 28, 2026, partially offset by lower employee-related and external labor costs as well as reduced spending on general overhead expenses.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Entertainment

	Three months ended November 30,								Six months ended November 30,
	Three months ended February 28,								Nine months ended February 28,
					$		%						$		%
($ amounts in millions)	~~2025~~2026		~~2024~~2025		Change		Change		~~2025~~2026		~~2024~~2025		Change		Change
Revenues	$	1516.10	$	1612.8	$	(13.7)2	~~(10~~25.1)0	%	$	2844.7	$	3346.42	$	(41.75)	(143.12)	%
Cost of goods sold		89.83		107.62		(12.8)1	~~(17~~29.0)2	%		1626.92		1826.91		~~(2.~~0).1	~~(10~~0.6)4	%
Other operating expenses (1)		10.12		~~10.~~9.2		(01.8)0	(710.3)9	%		1929.68		1928.79		(0.1)9	(03.5)1	%
Asset impairments		~~5.2~~—		—0.3		5(0.23)	NM			5.2		—0.3		54.29	NM
Operating income (loss)	$	(93.05)	$	(43.79)	$	(40.3)4	~~(91~~10.5)3	%	$	(1316.05)	$	(59.21)	$	(7.84)	(~~150~~81.03)	%

(1) Other operating expenses include selling, general and administrative expenses and depreciation and amortization.

NM Not meaningful

The Entertainment segment includes the operations of 9 Story, as acquired on June 20, 2024, and Scholastic Entertainment Inc. ("SEI"). Refer to Note 9 "Acquisitions," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details regarding the acquisition of 9 Story.

Revenues for the quarter ended ~~November~~February 3028, ~~2025~~2026 ~~decreased~~increased by $13.72 million to $1516.10 million, compared to $1612.8 million in the prior fiscal year quarter. The ~~decrease~~increase in segment revenues was primarily driven by ~~lower~~higher production revenues ~~due~~from toservices ~~fewer~~and an increase in episodic deliveries as compared to the prior fiscal year quarter ~~and lower distribution revenues~~.

Revenues for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 decreased by $41.75 million to $2844.7 million, compared to $3346.42 million in the prior fiscal year period. The decrease in segment revenues was primarily driven by lower production revenues ~~due~~as toa result of fewer episodic deliveries as compared to the prior fiscal year period and lower distribution revenues. This was partially offset by increased revenues from production services ~~revenues~~.

Cost of goods sold for the quarter ended ~~November~~February 3028, ~~2025~~2026 was $89.83 million, or 58.31% of revenues, compared to $107.62 million, or 6356.13% of revenues, in the prior fiscal year quarter. The ~~decrease~~increase in Cost of goods sold as a percentage of revenues was primarily driven by the ~~timing~~revenue ofmix ~~distribution~~between production services and ~~participation~~episodic ~~expenses.~~deliveries as there is a higher cost associated with production services.

Cost of goods sold for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 was $1626.92 million, or 58.96% of revenues, compared to $1826.91 million, or 56.65% of revenues, in the prior fiscal year period. The increase in Cost of goods sold as a percentage of revenues was primarily driven by the ~~timing of distribution and participation expenses, and, to a lesser extent, the~~ increase in production services revenues which have a higher cost compared to production revenues related to episodic deliveries.

Other operating expenses for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 were $10.12 million and $1929.68 million, respectively, which were comparable to $~~10.~~9.2 million and $1928.79 million, respectively, in the prior fiscal year periods.

Asset impairments for the ~~three~~nine ~~and six~~ months ended ~~November~~February 3028, ~~2025~~2026 were $5.2 million. During the second quarter of fiscal 2026, the Company recognized asset impairments of $4.9 million related to certain film and television programs in development and $0.3 million related to its ownership interest in a children's book publishing business located in the UK. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.

~~Segment~~Asset ~~operating~~impairments ~~loss~~ for the ~~quarter~~three and nine months ended ~~November~~February 3028, 2025 ~~was~~were $9.0.3 million. ~~compared~~The toCompany ~~$4.7~~early ~~million~~exited incertain leased office space as a result of which the ~~prior~~Company ~~fiscal~~recognized ~~year~~an ~~quarter.~~impairment ~~The~~expense of $40.3 million ~~increase~~ in ~~operating~~the ~~loss~~third ~~was~~quarter of fiscal 2025, primarily ~~driven~~related byto the right-of-use asset ~~impairments~~associated ~~recognized~~with ~~during~~ the ~~quarter~~operating ~~ended November 30, 2025~~leases.

Segment operating loss for the ~~six~~quarter ~~months~~ ended ~~November~~February 3028, ~~2025~~2026 was $133.05 million compared to $53.29 million in the prior fiscal year ~~period~~quarter. The $70.84 million ~~increase~~improvement ~~in operating loss~~ was primarily driven by ~~lower~~the ~~production~~increased ~~and distribution~~ revenues, ~~coupled with the asset impairments recognized~~ during the ~~period~~quarter ended ~~November~~February 3028, ~~2025~~2026.

3135


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Segment operating loss for the nine months ended February 28, 2026 was $16.5 million compared to $9.1 million in the prior fiscal year period. The $7.4 million increase in operating loss was primarily driven by lower production and distribution revenues, coupled with the asset impairments recognized during the period ended February 28, 2026.

International

	Three months ended November 30,								Six months ended November 30,
	Three months ended February 28,								Nine months ended February 28,
					$		%						$		%
($ amounts in millions)	~~2025~~2026		~~2024~~2025		Change		Change		~~2025~~2026		~~2024~~2025		Change		Change
Revenues	$	8958.57	$	8659.73	$	2(0.86)	3(1.20)	%	$	~~148~~207.96	$	~~143~~202.58	$	5.4.8	32.84	%
Cost of goods sold		4735.93		4833.98		(1.0)5	(24.0)4	%		83118.36		84118.20		(0.9)6	(10.1)5	%
Other operating expenses (1)		2928.21		3227.16		(20.9)5	(91.0)8	%		5785.45		6189.95		(4.50)	(74.35)	%
Operating income (loss)	$	~~12.~~(4.7)	$	5(2.71)	$	6(2.76)	~~117~~(123.58)	%	$	83.25	$	(24.67)	$	~~10.~~8.2	NM174.5	%

(1) Other operating expenses include selling, general and administrative expenses and depreciation and amortization.

NMRevenues ~~Not~~for ~~meaningful~~the quarter ended February 28, 2026 decreased by $0.6 million to $58.7 million, compared to $59.3 million in the prior fiscal year quarter. Local currency revenues across the Company's foreign operations decreased by $4.1 million, excluding favorable foreign exchange impact of $3.5 million. In the U.K., local currency revenues decreased $1.7 million, primarily within the trade channel reflecting the shift in timing of the Dog Man publication which occurred in the second fiscal quarter compared to the third quarter in the prior fiscal year. In Canada, local currency revenues decreased $1.7 million, primarily driven by lower trade channel sales due, in part, to the timing of the Dog Man publication, partially offset by increased book fairs channel sales. In Australia and New Zealand, local currency revenues decreased $0.9 million, primarily driven by lower education sales in New Zealand, partially offset by increased trade channel sales in Australia. In Asia, local currency revenues were consistent with the prior year quarter, increasing $0.2 million. In addition, export channel sales were consistent with the prior fiscal year quarter.

Revenues for the ~~quarter~~nine months ended ~~November~~February 3028, ~~2025~~2026 increased by $24.8 million to $89207.56 million, compared to $86202.78 million in the prior fiscal year ~~quarter~~period. Local currency revenues across the Company's foreign operations increased by $31.36 million, excluding ~~unfavorable~~favorable foreign exchange impact of $03.52 million. In ~~the U.K.~~Asia, local currency revenues increased $1.78 million, primarily ~~within~~driven ~~the~~by increased trade ~~channel~~and ~~which~~education ~~benefited~~sales, ~~from~~which ~~the~~included ~~latest~~growth ~~Dog~~in ~~Man series release, Big Jim Believes~~India. In Australia and New Zealand, local currency revenues increased $01.96 million, primarily driven by increased trade channel sales in Australia, partially offset by lower education sales in New Zealand. In ~~Canada~~the U.K., local currency revenues increased $0.57 million, ~~driven~~primarily byattributable to increased trade channel sales ~~as a result of the latest Dog Man series release~~, ~~partially~~coupled ~~offset~~with byincreased ~~lower~~ book fairs channel sales ~~due~~on tohigher ~~teacher~~fair ~~strikes~~count. inIn aaddition, ~~certain~~export ~~province~~channel ~~and~~sales ~~lower~~increased ~~book~~$0.3 ~~clubs~~million ~~channel~~compared ~~sales~~to ~~due~~the toprior ~~lower~~fiscal ~~sponsor~~year ~~participation~~period. InThe ~~Asia,~~overall ~~local~~increase ~~currency~~in segment revenues ~~were~~was ~~consistent~~partially ~~with~~offset ~~the~~by ~~prior~~a ~~year quarter, increasing~~ $02.18 million. Indecrease ~~addition,~~in ~~export~~local ~~channel~~currency ~~sales~~revenues ~~were~~in ~~consistent~~Canada, ~~with~~primarily ~~the~~driven ~~prior~~by ~~fiscal~~lower ~~year~~book ~~quarter~~clubs ~~with~~and antrade ~~increase~~channel ~~of $0~~sales.~~1 million compared to the prior fiscal year quarter.~~

~~Revenues~~Cost of goods sold for the ~~six~~quarter ~~months~~ ended ~~November~~February 3028, ~~2025~~2026 ~~increased~~was by $535.43 million, toor ~~$148~~60.91% ~~million~~of revenues, compared to $~~143~~33.58 million, inor ~~the prior fiscal year period~~57.0% ~~Local~~of ~~currency~~ revenues, ~~across~~in the ~~Company's~~prior ~~foreign~~fiscal ~~operations~~year ~~increased by $5~~quarter.7 ~~million,~~The ~~excluding~~increase ~~unfavorable~~in ~~foreign~~Cost ~~exchange impact~~ of ~~$0.3~~goods ~~million.~~sold Inas ~~Australia~~a ~~and~~percentage ~~New~~of ~~Zealand, local currency~~ revenues ~~increased~~was ~~$2.5 million, primarily~~ driven by ~~increased~~higher ~~trade~~royalty ~~channel~~costs ~~sales~~ in Australia ~~and~~due ~~education sales in New Zealand. In the U.K., local currency revenues increased $2.4 million, primarily attributable~~ to ~~increased~~an ~~sales~~increase ~~from~~in the ~~trade~~mix ~~channel, driven by the latest Dog Man series release, Big Jim Believes, and the continued benefit~~ of ~~Sunrise~~higher-royalty onbearing ~~the~~titles ~~Reaping,~~sold asin ~~well as increased revenues from~~ the ~~book~~trade ~~fairs~~ channel~~. In Asia~~, local currency revenues increased $1.6 million, primarily driven by increased trade and education sales, which included growth in India. In addition, export channel sales increased $0.3 million compared to the prior fiscal year quarter. The overall increase in segment revenues was partially offset by alower ~~$1.1~~freight ~~million~~costs ~~decrease~~ in ~~local~~the ~~currency~~Company's ~~revenues~~Major ~~in Canada, primarily driven by lower book clubs and book fairs channel sales~~Markets.

Cost of goods sold for the ~~quarter~~nine ~~ended November 30, 2025 was $47.9 million, or 53.5% of revenues, compared to $48.9 million, or 56.4% of revenues, in the prior fiscal year quarter. Cost of goods sold for the six~~ months ended ~~November~~February 3028, ~~2025~~2026 was $83118.36 million, or 5557.91% of revenues, compared to $84118.20 million, or 58.72% of revenues. Cost of goods sold as a percentage of revenues decreased as a result of lower ~~inbound~~ freight costs in the Company's Major Markets.

Other operating expenses for the quarter ended ~~November~~February 3028, ~~2025~~2026 were $2928.21 million, compared to $3227.16 million in the prior fiscal year quarter. ~~The~~Excluding unfavorable foreign exchange of $21.9 5 million, ~~decrease~~Operating ~~was~~expenses decreased $1.0 million primarily ~~driven~~due byto lower employee-related costs, ~~primarily~~ in Canada ~~and Asia~~, ~~which~~the ~~included lower severance expense of $1~~U.0K. ~~million~~and ~~related to cost-saving initiatives, in addition to lower bad debt expenses in~~ Asia.

Other operating expenses for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 were $5785.45 million, compared to $6189.95 million in the prior fiscal year period. ~~The~~Excluding unfavorable foreign exchange of $41.5 million, ~~decrease~~Other ~~was~~operating expenses decreased $5.5 million primarily driven by lower employee-related costs, primarily in Canada ~~and Asia~~, ~~which~~the ~~included lower severance expense of $0~~U.~~9 million, in addition to lower bad debt expenses in Asia~~K.

Segment operating income for the quarter ended November 30, 2025 was $12.4 million, compared to $5.7 million in the prior fiscal year quarter. The $6.7 million improvement was primarily attributable to increased revenues in the Major Markets, coupled with improved margins driven by lower inbound freight costs and operational efficiencies.36


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

~~Segment~~and ~~operating income for the six months ended November 30~~Asia, ~~2025~~which ~~was~~included ~~$8.2~~lower ~~million,~~severance ~~compared~~expense ~~to an operating loss~~ of $21.60 million, in ~~the~~addition ~~prior fiscal year period. The $10.8 million improvement was primarily attributable~~ to ~~increased revenues in the U.K, Australia and New Zealand, and Asia, coupled with improved margins driven by~~ lower ~~inbound~~bad ~~freight~~debt ~~costs~~expenses ~~and~~in ~~operational efficiencies~~Asia.

Segment operating loss for the quarter ended February 28, 2026 was $4.7 million, compared to an operating loss of $2.1 million in the prior fiscal year quarter. The $2.6 million increase in operating loss was primarily attributable to lower revenues in Canada and New Zealand.

Segment operating income for the nine months ended February 28, 2026 was $3.5 million, compared to an operating loss of $4.7 million in the prior fiscal year period. The $8.2 million improvement was primarily attributable to increased revenues in the U.K, Australia, and Asia, coupled with improved margins driven by lower freight costs and operational efficiencies.

Overhead

Unallocated overhead expense for the quarter ended ~~November~~February 3028, ~~2025~~2026 ~~decreased~~increased by $3.38 million to $2422.64 million, from $2718.96 million in the prior fiscal year quarter. The ~~decrease~~increase was primarily attributable to ~~lower~~the ~~employee-related~~impact ~~costs~~of ~~resulting from~~ the ~~Company's~~sale ~~previous reorganization efforts~~ and ~~cost-savings~~leaseback ~~programs,~~transactions ~~coupled~~which ~~with~~resulted ~~higher~~in lower rental income ~~related~~and tohigher ~~leased~~rent ~~space~~expense, inpartially ~~the~~offset ~~Company's~~by ~~headquarters~~lower depreciation expense.

Unallocated overhead expense for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 ~~decreased~~increased by $12.71 million to $5274.37 million, from $5472.06 million in the prior fiscal year period. The ~~decrease~~increase was primarily attributable to ~~lower~~the ~~employee-related~~impact ~~costs~~of ~~resulting from~~ the ~~Company's~~sale ~~previous reorganization efforts~~ and ~~cost-savings~~leaseback ~~programs,~~transactions ~~coupled~~which ~~with~~resulted ~~higher~~in lower rental income ~~related~~and tohigher ~~leased~~rent ~~space~~expense, inpartially ~~the~~offset ~~Company's~~by ~~headquarters~~lower depreciation expense. ~~This~~In ~~was~~addition, ~~partially~~the ~~offset~~Company byincurred increased severance expense related to cost-savings initiatives of $7.6 million, which was partially offset by lower employee-related costs resulting from the Company's previous reorganization efforts and cost-savings programs.

3337


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Seasonality

Liquidity and Capital Resources

Cash used in operating activities was $839.61 million for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, compared to cash provided by operating activities of $2917.3 million for the prior fiscal year period, representing an increase in cash used in operating activities of $3756.94 million. The increase in cash used was primarily ~~driven~~attributable byto higher ~~severance and~~ tax payments, ~~higher~~of ~~interest~~approximately ~~payments~~$38 million, ~~related~~largely due to the ~~Company's~~gain ~~borrowings~~recognized on the sale and leaseback transactions, coupled with an additional contribution to the UK Pension Plan and ~~the~~higher ~~timing~~severance of payments ~~of general operating expenses~~.

Cash ~~used~~provided inby investing activities was $29406.20 million for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, compared to cash used in investing activities of $~~217~~232.20 million in the prior fiscal year period, representing aan ~~decrease~~increase in cash ~~used~~provided inby investing activities of $~~188~~638.0 million. The ~~decrease~~increase in cash ~~used~~provided by investing activities was primarily driven by the pre-tax net proceeds of $452.4 million from the sale and leaseback transactions related to the Company's headquarters in New York City and primary distribution center in Jefferson City, Missouri during the nine months ended February 28, 2026, coupled with the cash paid for the 9 Story acquisition of $176.2 million, net of cash acquired, during the ~~six~~nine months ended ~~November~~February 3028, ~~2024,~~2025. ~~coupled~~In ~~with~~addition, ~~lower~~ capital expenditures ofwere lower by $106.95 million during the nine months ended February 28, 2026.

Cash ~~provided~~used byin financing activities was $13386.9 million for the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, compared to cash provided by financing activities of $~~214~~197.56 million for the prior fiscal year period, representing aan ~~decrease~~increase in cash ~~provided~~used byin financing activities of $~~200~~584.65 million. The ~~decrease~~increase in cash ~~provided~~used was primarily attributable to ~~lower~~net repayments on borrowings under the U.S. Credit Agreement of $~~100~~250.0 million in the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026 funded by the proceeds from the sale and leaseback transactions, compared to net borrowings of $~~250~~275.0 million in the prior fiscal year ~~quarter~~period in which the Company incurred increased borrowings to fund the 9 Story acquisition~~, coupled with higher repayments of $75~~.0 ~~million in the six months ended November 30, 2025. This was partially offset by an increase in net repayments of film related obligations of $11.4 million.~~ In addition, the Company ~~did~~repurchased ~~not~~$127.2 ~~repurchase~~million of common stock in the ~~six~~nine months ended ~~November~~February 3028, ~~2025~~2026, compared to $1040.0 million of common stock repurchases in the prior fiscal year period. This was partially offset by an increase in net repayments of film related obligations of $17.7 million.

Cash Position

The Company’s cash and cash equivalents totaled $99104.36 million at ~~November~~February 3028, ~~2025~~2026, $124.0 million at May 31, 2025 and $~~139~~94.67 million at ~~November~~February 3028, ~~2024~~2025. Cash and cash equivalents held by the Company’s U.S. operations totaled $4641.26 million at ~~November~~February 3028, ~~2025~~2026, $48.7 million at May 31, 2025 and $8641.50 million at ~~November~~February 3028, ~~2024~~2025. Due to the seasonal nature of its business as discussed under “Seasonality”, the Company usually experiences negative cash flows in the June through September time period.

The Company’s operating philosophy is to use cash provided by operating activities to create value by paying down debt, reinvesting in existing businesses and, from time to time, making acquisitions that will complement its portfolio of businesses or acquiring other strategic assets, as well as engaging in shareholder enhancement initiatives such as share repurchases and dividend declarations. Under the Company's open-market buy-back program, $7019.05 million remained available for future purchases of common shares as of ~~November~~February 3028, ~~2025~~2026. Subsequent to ~~November~~February 3028, ~~2025~~2026, the Board authorized an increase of $80297.0 million for common stock repurchases, resulting in a current Board authorization of $~~150~~300.0 million, which includes the remaining amount from the previous Board authorization, less repurchases of $16.5 million made subsequent to February 28, 2026. See Note 20, "Subsequent Events," of Notes to the Financial Statements - Unaudited in Item 1, "Financial Statements," for more information regarding the increased authorization.


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

The Company has maintained, and expects to maintain for the foreseeable future, sufficient liquidity to fund ongoing operations, including working capital requirements, pension contributions, postretirement benefits, debt service, planned capital expenditures and other investments, as well as dividends and share repurchases. As of February 28, 2026, the Company’s primary sources of liquidity consisted of cash and cash equivalents of $104.6 million, cash from operations and the Company's U.S. Credit Agreement. See Note 6, "Debt," of Notes to the Financial Statements - Unaudited in Item 1, "Financial Statements," for more information regarding the U.S. Credit Agreement. The Company expects the U.S. Credit Agreement to provide it with an appropriate level of flexibility to strategically manage its business operations. The Company's U.S. Credit Agreement, less ~~borrowings of $275.0 million and~~ commitments of $0.4 million, has $~~124~~399.6 million of availability at ~~November~~February 3028, ~~2025~~2026. Additionally, the Company has short-term credit facilities of $4138.61 million, less current borrowings of $5.6 million and commitments of $3.6 million, resulting in $3228.49 million of current availability under these facilities at ~~November~~February 3028, ~~2025~~2026. Accordingly, the Company believes these sources of liquidity are sufficient to finance its currently anticipated ongoing operating needs, as well as its financing and investing activities. Subsequent to November 30, 2025, the Company entered into sale-leaseback agreements for its headquarters in New York City and primary distribution center in Jefferson City, Missouri which are expected to provide additional liquidity.

Financing

The Company is party to the U.S. Credit Agreement and certain credit lines with various banks, including those related to film related obligations, as described in Note 6, "Debt," of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements."

New Accounting Pronouncements

Reference is made to Note 1 of Notes to Financial Statements - unaudited in Item 1, “Financial Statements,” for information concerning recent accounting pronouncements since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025.

3539


SCHOLASTIC CORPORATION Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. Additional written and oral forward-looking statements may be made by the Company from time to time in Securities and Exchange Commission ("SEC") filings and otherwise. The Company cautions readers that results or expectations expressed by forward-looking statements, including, without limitation, those relating to the Company’s future business prospects and strategic plans, ecommerce and digital initiatives, new product introductions, strategies, new education standards, goals, revenues, improved efficiencies, general operating costs, including transportation and labor costs and the extent such costs are impacted by inflationary pressures, manufacturing costs and tariffs, medical costs, potential cost savings, tax incentives, merit pay, operating margins, working capital, liquidity, capital needs, the cost and timing of capital projects, interest costs, cash flows and income, are subject to risks and uncertainties, which may have an impact on the Company's operations and could cause actual results to differ materially from those indicated in the forward-looking statements, due to factors including those noted in the Annual Report and this Quarterly Report and other risks and factors identified from time to time in the Company’s filings with the SEC. The Company disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

3640


SCHOLASTIC CORPORATION Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company conducts its business in various foreign countries, and as such, its cash flows and earnings are subject to fluctuations from changes in foreign currency exchange rates. The Company sells products from its domestic operations to its foreign subsidiaries, creating additional currency risk. The Company manages its exposures to this market risk through internally established procedures and, when deemed appropriate, through the use of short-term forward exchange contracts, which were not significant as of ~~November~~February 3028, ~~2025~~2026. The Company does not enter into derivative transactions or use other financial instruments for trading or speculative purposes.

Market risks relating to the Company’s operations result primarily from changes in interest rates in its variable-rate borrowings. The Company is subject to the risk that market interest rates and its cost of borrowing will increase and thereby increase the interest charged under its variable-rate debt.

Additional information relating to the Company’s outstanding financial instruments is included in Note 6 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements.”

The following table sets forth information about the Company’s debt instruments as of ~~November~~February 3028, ~~2025~~2026:

($ amounts in millions)	Fiscal Year Maturity
	2026 (1)			2027			2028			2029			2030			Thereafter		Total		FairValue ~~at11~~at02/3028/~~2025~~2026
Debt Obligations
Lines of credit and current portion of long-term debt	$	2.65		$	3.01		$	—		$	—		$	—		$	—	$	5.6	$	5.6
Average interest rate	9.0		%	0.53		%	—			—			—			—
Long-term debt	$	—		$	—		$	—		$	—		$	275.0		$	—	$	275.0	$	275.0
Film related obligations (2)	$	—		$	4.2		$	6.0		$	7.2		$	—		$	—	$	17.4	$	17.4
Average interest rate	—			—5.9		%	—5.1		%	—5.0		%	~~5.7~~—		%	—
Film related obligations (2)	$	—		$	4.2		$	4.8		$	5.8		$	—		$	—	$	14.8	$	14.8
Average interest rate	—			6.6		%	5.1		%	5.0		%	—			—

(1) Fiscal 2026 includes the remaining ~~six~~three months of the current fiscal year ending May 31, 2026.

(2) Film related obligations are due on demand. Outstanding borrowings are presented by fiscal year maturity based on expected repayment dates per loan agreements.

3741


SCHOLASTIC CORPORATION Item 4. Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Corporation, after conducting an evaluation, together with other members of the Company’s management, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of ~~November~~February 3028, ~~2025~~2026, have concluded that the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation in its reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and accumulated and communicated to members of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. There was no change in the Corporation’s internal control over financial reporting that occurred during the quarter ended ~~November~~February 3028, ~~2025~~2026 that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

3842

PART II – OTHER INFORMATION

SCHOLASTIC CORPORATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~There~~The ~~were~~following notable ~~shares~~provides ~~repurchased~~information ~~under~~with ~~the~~respect ~~Company's~~to ~~authorized~~repurchases ~~stock~~of ~~repurchase~~shares ~~program~~of Common Stock by the Corporation during the three months ended ~~November~~February 3028, ~~2025.~~2026:

39Issuer Purchases of Equity Securities

(Dollars in millions, except per share amounts)

During the three months ended November 30, 2025, none of our directors or officers informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).


Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares (or approximate dollar value) that may yet be purchased under the plans or programs (i)
December 1, 2025 through December 31, 2025	593,121	$29.61	593,121	$132.4
January 1, 2026 through January 31, 2026	2,259,906	$33.66	2,259,906	$56.3
February 1, 2026 through February 28, 2026	1,086,550	$33.87	1,086,550	$19.5
Total	3,939,577		3,939,577	$19.5

40(i) Represents the amount remaining at February 28, 2026 under the Board authorization for Common share repurchases announced on December 17, 2025, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions. See Note 14 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for a description of the Company’s share buy-back program and share repurchase authorizations. Subsequent to February 28, 2026, the Board authorized an increase of $297.0 million for common stock repurchases, resulting in a current Board authorization of $300.0 million, which includes the remaining amount from the previous Board authorization, less repurchases of $16.5 million made subsequent to February 28, 2026. See Note 20, "Subsequent Events," of Notes to the Financial Statements - Unaudited in Item 1, "Financial Statements," for more information regarding the increased authorization.

SCHOLASTIC CORPORATION

Item 5. Other Information

During the three months ended February 28, 2026, none of our directors or officers informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).

SCHOLASTIC CORPORATION

Item 6. Exhibits

Exhibits:

10.1*			Contract of Purchase and Sale dated as of December 1, 2025, by and between Scholastic 557 Broadway, L.L.C. and ESRT 555-557 Broadway, L.L.C. (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2025).
10.2*			Form of Lease Agreement to be entered into by and between Scholastic 557 Broadway, L.L.C. and ESRT 555-557 Broadway, L.L.C. (incorporated by reference to Exhibit 10.2 to Form 8-K filed December 5, 2025).
10.3*			Contract of Purchase and Sale Agreement dated as of December 1, 2025, by and between Scholastic Inc. and FNLR Fortuna Major LLC. (incorporated by reference to Exhibit 10.3 to Form 8-K filed December 5, 2025).
10.4*			Form of Lease Agreement to be entered into by and between Scholastic Inc. and FNLR Fortuna Major LLC. (incorporated by reference to Exhibit 10.4 to Form 8-K filed December 5, 2025).
10.5**			Letter Agreement dated January 29, 2026 between Peter Warwick and the Company.
10.6**			Amendment dated January 9, 2026, to offer of employment letter, effective November 18, 2019, between Scholastic Inc. and Sasha Quinton (which is incorporated by reference to Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 20, 2019, SEC file No. 000-19860).
31.1			Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32			Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended ~~November~~February 3028, ~~2025~~2026 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
104			Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
* Exhibits and/or schedules have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
** The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.

4145

SCHOLASTIC CORPORATION

QUARTERLY REPORT ON FORM 10-Q, DATED ~~November~~February 3028, ~~2025~~2026

Exhibits Index

Exhibit Number			Description of Document
10.1*			Contract of Purchase and Sale dated as of December 1, 2025, by and between Scholastic 557 Broadway, L.L.C. and ESRT 555-557 Broadway, L.L.C. (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2025).
10.2*			Form of Lease Agreement to be entered into by and between Scholastic 557 Broadway, L.L.C. and ESRT 555-557 Broadway, L.L.C. (incorporated by reference to Exhibit 10.2 to Form 8-K filed December 5, 2025).
10.3*			Contract of Purchase and Sale Agreement dated as of December 1, 2025, by and between Scholastic Inc. and FNLR Fortuna Major LLC. (incorporated by reference to Exhibit 10.3 to Form 8-K filed December 5, 2025).
10.4*			Form of Lease Agreement to be entered into by and between Scholastic Inc. and FNLR Fortuna Major LLC. (incorporated by reference to Exhibit 10.4 to Form 8-K filed December 5, 2025).
10.5**			Letter Agreement dated January 29, 2026 between Peter Warwick and the Company.
10.6**			Amendment dated January 9, 2026, to offer of employment letter, effective November 18, 2019, between Scholastic Inc. and Sasha Quinton (which is incorporated by reference to Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 20, 2019, SEC file No. 000-19860).
31.1			Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32			Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended ~~November~~February 3028, ~~2025~~2026 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
104			Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
* Exhibits and/or schedules have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
** The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.

4246

SCHOLASTIC CORPORATION

SIGNATURES

Pursuant to the requirements 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.

Filing Compare · SCHOLASTIC CORP