Scholastic Corp Announces Private Share Repurchase from Former CEO’s Estate

What Happened

• Scholastic Corporation announced it entered a Repurchase Agreement dated August 25, 2026, and on August 26, 2026 purchased 289,624 common shares from the Estate of the late M. Richard Robinson, Jr. for $39.7603 per share, an aggregate purchase price of $11,515,537.13.
• The per-share price represented a 3% discount to the stock’s closing price ($40.99) on the date the agreement was executed. The Estate holds Common Shares and Class A Stock formerly owned by Mr. Robinson; the Estate will use proceeds to meet certain obligations.

Key Details

• Shares repurchased: 289,624 common shares (≈1.6% of issued and outstanding common shares pre-transaction).
• Price and total: $39.7603 per share; aggregate $11,515,537.13.
• Authorization and capacity: Transaction executed under the Company’s existing $300 million repurchase authorization; about $158.9 million remains available after this purchase.
• Fiscal-year-to-date repurchases: Including this transaction, Scholastic has repurchased 590,895 shares year-to-date.
• Governance: The Board approved the transaction without Chair Iole Lucchese’s participation (Ms. Lucchese and Andrew S. Hedden are Preliminary Co-Executors of the Estate). The Audit Committee (all independent directors) recommended the deal and engaged outside counsel and an independent financial adviser in its review.

Why It Matters

• Share count and capital allocation: The buyback reduces outstanding shares (about 1.6%), which can modestly increase per-share metrics and partly reverse dilution from employee compensation programs.
• Cash and authorization: The purchase used cash under the existing repurchase program and leaves roughly $158.9M available for future repurchases, signaling the Board’s ongoing appetite to return capital through buybacks.
• No broker fees and governance oversight: The private negotiated transaction avoided brokerage fees and was reviewed by independent directors and advisors, which may reassure investors about process and pricing.