As filed with the Securities and Exchange Commission on July 17, 2025

Registration No. 333-288373

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3 TO

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MCGRAW HILL, INC.

(Exact name of registrant as specified in its charter)


Delaware	2741	87-1259704
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

8787 Orion Place

Columbus, Ohio 43240

Telephone: (614) 430-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Simon Allen

Chief Executive Officer and President

8787 Orion Place

Columbus, Ohio 43240

Telephone: (614) 430-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:


Cristopher Greer, Esq. Anne L. Barrett, Esq. Augustine J. Donati, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000			David B. Stafford, Esq. General Counsel and Secretary 8787 Orion Place Columbus, Ohio 43240 (614) 430-4000			James J. Clark, Esq. Christopher W. Clement, Esq. Meghan McDermott, Esq. Cahill Gordon & Reindel LLP 32 Old Slip New York, New York 10005 (212) 701-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated July 17, 2025.

24,390,000 Shares

McGraw Hill, Inc.

Common Stock

This is the initial public offering of common stock of McGraw Hill, Inc. (the “Common Stock”). We are offering 24,390,000 shares of our Common Stock, par value $0.01 per share. The selling stockholder identified in this prospectus has granted the underwriters an option to purchase up to 3,658,500 additional shares of our Common Stock, solely to cover over-allotments, if any, at the initial public offering price, less the underwriting discount, for 30 days from the date of this prospectus. We will not receive any proceeds from the sale of these shares of Common Stock by the selling stockholder.

Currently, no public market exists for our shares of our Common Stock. We expect that the initial public offering price of our Common Stock will be between $19.00 and $22.00 per share. We have applied to have our Common Stock listed on the New York Stock Exchange (“NYSE”) under the symbol “MH.”

After the completion of this offering, PE Mav Holdings, LLC, an investment vehicle of certain private investment funds sponsored and ultimately controlled by Platinum Equity, LLC (together with its affiliated investment vehicles, “Platinum”), will continue to beneficially own 86.5% of the voting power of all of our outstanding shares of Common Stock. Because Platinum will hold more than 50% of the voting power of our outstanding Common Stock, we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE. As a “controlled company,” we are exempt from certain corporate governance requirements under the rules of the NYSE. In addition, we will not be subject to the compensation committee independence requirements required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. See “Management—Board Independence” and “Management—Controlled Company Exception.” We intend to use the net proceeds from this offering of the Common Stock to repay a portion of the outstanding borrowings under the A&E Term Loan Facility (as defined herein). See “Use of Proceeds.”

Both before and after the date we cease to be a "controlled company", Platinum will have significant influence with respect to the appointment and removal of our directors and officers and the power to approve or deny the amendment of certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws relating to certain rights of Platinum. See “Description of Capital Stock” and “Management—Board Composition.” In connection with this offering, we intend to enter into an investor rights agreement that will grant Platinum certain nomination rights which are described in the sections titled “Certain Relationships and Related Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement” and “Management—Board Composition.”

Investing in our Common Stock involves risk. See “Risk Factors” beginning on page 26 to read about factors you should consider before buying shares of our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total (1)
Initial public offering price	$	$
Underwriting discounts and commissions (2)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholder	$	$

________________

(1)Assumes no exercise of the underwriters’ option to purchase additional shares of Common Stock from the selling stockholder as described below.

(2)See the section entitled “Underwriting” for a description of compensation payable to the underwriters.

The selling stockholder identified in this prospectus has granted the underwriters an option to purchase up to 3,658,500 additional shares of Common Stock, solely to cover over-allotments, if any, at the initial public offering price, less the underwriting discount, for 30 days from the date of this prospectus. We will not receive any of the proceeds from the sale of shares by the selling stockholder upon such exercise.

The underwriters expect to deliver the shares of our Common Stock to our investors on or about , 2025.


Goldman Sachs & Co. LLC

BMO Capital Markets

J.P. Morgan

Macquarie Capital

Morgan Stanley


Deutsche Bank Securities						UBS Investment Bank

Baird

BTIG

Needham & Company

Rothschild & Co

Stifel

William Blair

The shares of Common Stock will be ready for delivery on or about , 2025.

TABLE OF CONTENTS


			Page
ABOUT THIS PROSPECTUS			i
INDUSTRY AND MARKET DATA			i
TRADEMARKS, SERVICE MARKS AND TRADE NAMES			ii
BASIS OF PRESENTATION			iii
GLOSSARY			vi
SUMMARY			1
RISK FACTORS			26
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			59
USE OF PROCEEDS			61
DIVIDEND POLICY			62
CAPITALIZATION			63
DILUTION			67
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			69
BUSINESS			122
MANAGEMENT			146
EXECUTIVE COMPENSATION			154
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			171
PRINCIPAL AND SELLING STOCKHOLDER			175
DESCRIPTION OF MATERIAL INDEBTEDNESS			178
DESCRIPTION OF CAPITAL STOCK			184
SHARES ELIGIBLE FOR FUTURE SALE			193
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			195
UNDERWRITING			199
LEGAL MATTERS			210
EXPERTS			211
WHERE YOU CAN FIND MORE INFORMATION			212
INDEX TO FINANCIAL STATEMENTS			F-1

Table of Contents

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor the selling stockholder nor the underwriters have authorized anyone to provide you with different information. The Company, the selling stockholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sales of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We are not, the selling stockholder is not and the underwriters are not making an offer to sell shares of our Common Stock in any jurisdiction where the offer or sale is not permitted. Neither we nor the selling stockholder nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of shares of Common Stock and the distribution of this prospectus outside the United States.

INDUSTRY AND MARKET DATA

Within this prospectus, we reference information and statistics regarding the industries within which we operate. We have obtained this information and these statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources. Except as otherwise indicated, the Company did not commission any of the third-party data presented in this prospectus. In instances in which we indicate that the Company commissioned the third-party data, any statements made with respect to such data, and, notwithstanding the inclusion of such third-party data, the Company is responsible for and acknowledges full liability under Section 11 of the Securities Act of 1933, as amended (the “Securities Act”), for such statements. Other additional data and information contained in this prospectus is also based on management’s estimates and calculations, which are derived from our review and interpretation of internal company research, surveys and independent sources in the markets in which we operate, which, in each case, we believe are reliable. Data regarding the industries in which we operate and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within these industries. Market share data is subject to change and cannot always be verified with certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. In addition, customer preferences can and do change. References herein to our being a leader in a market or product category refers to our belief that we have a leading market share position in each specified market, unless the context otherwise requires. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research, surveys and estimates are reliable, such research, surveys and estimates have not been verified by an independent source. In addition, assumptions and estimates of our and our industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”

Table of Contents

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This prospectus contains references to our trademarks and service marks, including “McGraw Hill,” “ALEKS,” “Connect,” “Access,” “Achieve3000,” “Sharpen” and “Harrison’s.” Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Table of Contents

BASIS OF PRESENTATION

Presentation of Financial Information

McGraw Hill, Inc. conducts its operations through its subsidiaries, including its indirect subsidiary McGraw-Hill Education, Inc., a Delaware corporation and operating company. As used in this prospectus, unless the context otherwise indicates, any reference to “McGraw Hill,” “our Company,” “the Company,” “us,” “we” and “our” refers to McGraw Hill, Inc., together with its consolidated subsidiaries. Our fiscal year is a 52-week period ending on March 31.

As used in this prospectus, “Platinum” means Platinum Equity, LLC together with its affiliated investment vehicles.

The Company’s historical financial data for the fiscal years ended March 31, 2025, 2024 and 2023 and as of March 31, 2025 and 2024 have been derived from our consolidated financial statements, which are included elsewhere in this prospectus.

Numerical figures included in this prospectus and the consolidated financial statements included in this prospectus are presented in U.S. dollars rounded to the nearest million, unless otherwise noted. Certain amounts presented in tables are subject to rounding adjustments and, as a result, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Non-GAAP Financial Measures

Our financial statements included in this prospectus have been prepared in accordance with generally accepted accounting principles (“GAAP”). We have included certain non-GAAP financial measures in this prospectus, as further described below, that may not be directly comparable to other similarly titled measures used by other companies and therefore may not be comparable among companies. For purposes of Regulation G (“Regulation G”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 10(e) of Regulation S-K under the Securities Act (“Regulation S-K”), a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheets, or statement of cash flows of the company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from most directly comparable measure so calculated and presented. Pursuant to the requirements of Regulation G, we have provided reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures. These non-GAAP measures are provided because our management uses these financial measures in monitoring and evaluating our ongoing results and trends.

We include non-GAAP financial measures in this prospectus, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income (loss), Adjusted basic and diluted earnings (loss) per share and non-GAAP operating and administrative expense financial measures because management uses them to assess our performance. We believe they reflect the underlying trends and indicators of our business and allow management to focus on the most meaningful indicators of our continuous operational performance. Although we believe these measures are useful for investors for the same reasons, readers of the financial statements should note that these measures are not a substitute for GAAP financial measures or disclosures. We have provided reconciliations of each of these non-GAAP financial measures to the most directly comparable GAAP financial measure.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are presented because they are a basis upon which our management assesses our business performance, and we believe they are useful for investors to understand the underlying trends of our operations. EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit),

iii

Table of Contents

depreciation and amortization. Adjusted EBITDA is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors, excluding certain non-operational or non-recurring losses or gains. Adjusted EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering), impairment charges, transaction and integration costs, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Our definition of Adjusted EBITDA allows us to add back certain non-cash and other charges or costs that are deducted in calculating consolidated net income. However, these are expenses that may recur, may vary greatly and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes. Further, although not included in the calculation of Adjusted EBITDA in this prospectus, we may at times add estimated cost savings and operating synergies related to operational changes, such as acquisitions, dispositions and restructurings, and exclude one-time transition expenditures that we anticipate we will need to incur to realize cost savings before such savings have occurred. For more information on our definition of Adjusted EBITDA, see “Summary—Non-GAAP Financial Measures.”

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue.

Adjusted net income (loss) is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering), impairment charges, transaction and integration costs, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations and the related tax impact of those adjustments.

We define Adjusted basic and diluted earnings (loss) per share as Adjusted net income (loss) divided by the basic and diluted weighted average shares outstanding.

Our non-GAAP operating and administrative expense financial measures include Adjusted operating and administrative expenses, Adjusted selling and marketing expenses, Adjusted general and administrative expenses and Adjusted research and development expenses. We calculate each of these measures by using the same adjustments used in calculating EBITDA and Adjusted EBITDA to the extent such items are included in the corresponding GAAP operating and administrative expense category. These non-GAAP operating and administrative expense financial measures are calculated as follows:

Adjusted operating and administrative expenses is defined as GAAP operating and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering), transaction and integration costs, amortization of product development costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Adjusted selling and marketing expenses is defined as GAAP selling and marketing expenses adjusted to exclude the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Table of Contents

consummation of this offering), transaction and integration costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Adjusted research and development expenses is defined as GAAP research and development expenses adjusted to exclude the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Each of the above described measures is not a recognized term under GAAP and do not purport to be an alternative to net (loss) income, or any other measure derived in accordance with GAAP as a measure of operating performance, or to cash flows from operations as a measure of liquidity. Such measures are presented for supplemental information purposes only, have limitations as analytical tools, and should not be considered in isolation or as substitute measures for our results as reported under GAAP. Management uses non-GAAP financial measures to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our measures may not be comparable to other similarly titled measures of other companies, and our use of these measures varies from others in our industry. Such measures are not intended to be a measure of cash available for management’s discretionary use, as they may not capture actual cash obligations associated with interest payments, taxes and debt service requirements. Because of these limitations, we rely primarily on our GAAP results and use these non-GAAP measures only supplementally. See “Summary—Summary Historical and Unaudited Consolidated Financial and Other Data—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Offering Reorganization Transactions

Historically, we have had two classes of common stock, Class A voting common stock and Class B non-voting common stock. Our second amended and restated certificate of incorporation, which will be effective after the effectiveness of this registration statement, but prior to the consummation of this offering, will convert our Class A voting common stock and Class B non-voting common stock into one class of Common Stock on a 1-for-1 basis and will effect a 1.06555-for-1 stock split with respect to our Common Stock. We refer to the effectiveness of our second amended and restated certificate of incorporation, stock conversion and stock split as the “Offering Reorganization Transactions.”

Table of Contents

GLOSSARY

Certain Definitions

The following terms are used in this prospectus unless otherwise noted or indicated by the context:

•“2022 Notes” means the 2022 Secured Notes and the 2022 Unsecured Notes;

•“2022 Secured Notes” means the Company’s $900.0 million aggregate principal amount of 5.750% secured notes due 2028;

•“2022 Secured Notes Indenture” means the indenture that governs the 2022 Secured Notes, dated as of July 30, 2021, by and among Mav Acquisition Corporation, McGraw-Hill Education, Inc., as the issuer, the Guarantors (as such term is defined therein) and the Bank of New York Mellon Trust Company, N.A. as trustee and notes collateral agent;

•“2022 Unsecured Notes” means the Company’s $725.0 million aggregate principal amount of 8.000% senior notes due 2029;

•“2022 Unsecured Notes Indenture” means the indenture that governs the 2022 Unsecured Notes, dated as of July 30, 2021, by and among Mav Acquisition Corporation, McGraw-Hill Education, Inc., as the issuer, the Guarantors (as such term is defined therein) and the Bank of New York Mellon Trust Company, N.A. as trustee;

•“2024 Refinancing Transactions” refers to the issuance and sale of the 2024 Secured Notes, the borrowing under the A&E Term Loan Facility and the repayment of all term loans under the Term Loan Facility, the entry into the amendments to the Cash Flow Credit Agreement and the ABL Revolving Credit Agreement as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—2024 Refinancing Transactions” and the payment of related fees and expenses;

•“2024 Secured Notes” means the Company’s $650.0 million aggregate principal amount of 7.375% senior secured notes due 2031;

•“2024 Secured Notes Indenture” means the indenture that governs the 2024 Secured Notes, dated as of August 6, 2024, by and among McGraw-Hill Education, Inc., the Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, and the Guarantors (as such term is defined therein);

•“A&E ABL Revolving Credit Facilities” means, collectively, the A&E U.S. ABL Revolving Credit Facility and the A&E RoW ABL Revolving Credit Facility;

•“A&E Cash Flow Credit Facilities” means, collectively, the A&E Term Loan Facility, the A&E Cash Flow Revolving Facility and the Non-Extended Cash Flow Revolver Facility;

•“A&E Cash Flow Revolving Facility” means the portion of the Cash Flow Revolving Credit Facility outstanding immediately prior to August 6, 2024 which has been extended and will be due in August 2029 under the Cash Flow Credit Agreement;

•“A&E RoW ABL Revolving Credit Facility” means the $35.0 million non-U.S. revolving credit facility, subject to non-U.S. borrowing base capacity, under the ABL Revolving Credit Agreement;

•“A&E Term Loan Facility” means that certain senior secured first-lien term loan facility in an aggregate principal amount of $1,317.0 million under the Cash Flow Credit Agreement;

•“A&E U.S. ABL Revolving Credit Facility” means the $265.0 million U.S. revolving credit facility, subject to U.S. borrowing base capacity, under the ABL Revolving Credit Agreement;

Table of Contents

•“ABL Revolving Credit Agreement” means the revolving credit agreement that governs the ABL Revolving Credit Facilities and, following the 2024 Refinancing Transactions, the A&E ABL Revolving Credit Facilities, dated as of July 30, 2021, by and among McGraw-Hill Education, Inc. and certain subsidiaries thereof, as borrowers, Mav Intermediate Holding II Corporation, as the holding company guarantor, Bank of America, N.A., as administrative agent and collateral agent, and the lenders, agents and other parties thereto, as amended by Amendment No. 1 to the ABL Revolving Credit Agreement, dated as of April 26, 2023, as further amended by Amendment No. 2 to the ABL Revolving Credit Agreement, dated as of June 17, 2024 and as further amended by Amendment No. 3 to the ABL Revolving Credit Agreement, dated as of August 6, 2024;

•“ABL Revolving Credit Facilities” means, collectively, the U.S. ABL Revolving Credit Facility and the RoW ABL Revolving Credit Facility;

•“Cash Flow Credit Agreement” means the credit agreement that governs the Cash Flow Credit Facilities and, following the 2024 Refinancing Transactions, the A&E Cash Flow Credit Facilities, dated as of July 30, 2021, by and among McGraw-Hill Education, Inc., as the Borrower (as such term is defined therein), Mav Intermediate Holding II Corporation, as the holding company guarantor, Bank of America, N.A., as administrative agent and collateral agent, and the lenders, agents and other parties thereto, as amended by Amendment No. 1 to the Cash Flow Credit Agreement, dated as of November 1, 2021, as further amended by Amendment No. 2 to the Cash Flow Credit Agreement, dated as of June 26, 2023, as further amended by Amendment No 3 to the Cash Flow Credit Agreement, dated as of June 27, 2023, as further amended by Amendment No. 4 to the Cash Flow Credit Agreement, dated as of June 27, 2024, as further amended by Amendment No. 5 to the Cash Flow Credit Agreement, dated as of August 6, 2024 and as further amended by Amendment No. 6 to the Cash Flow Credit Agreement, dated as of February 6, 2025;

•“Cash Flow Credit Facilities” means the Cash Flow Revolving Credit Facility and the Term Loan Facility;

•“Cash Flow Revolving Credit Facility” means the $150.0 million revolving credit facility entered into on July 30, 2021, under the Cash Flow Credit Agreement;

•“consolidated financial statements” means the Company’s Annual Audited Consolidated Financial Statements included in this prospectus;

•“Credit Agreements” means, collectively, the Cash Flow Credit Agreement and the ABL Revolving Credit Agreement;

•“Indentures” means, collectively, the 2022 Secured Notes Indenture, the 2022 Unsecured Notes Indenture, and the 2024 Secured Notes Indenture;

•“Non-Extended Cash Flow Revolver Facility” means the portion of the Cash Flow Revolving Credit Facility outstanding immediately prior to August 6, 2024 which has not been extended and remains due in July 2026 under the Cash Flow Credit Agreement;

•“Notes” means, collectively, the 2022 Notes and the 2024 Secured Notes;

•“Offering Reorganization Transactions” refer to the effectiveness of our second amended and restated certificate of incorporation, stock conversion and stock split as described under “Basis of Presentation—Offering Reorganization Transactions”;

•“Platinum” means Platinum Equity, LLC together with its affiliated investment vehicles;

•“Platinum Advisors” means Platinum Equity Advisors, LLC, an entity affiliated with Platinum;

vii

Table of Contents

•“RoW ABL Revolving Credit Facility” means the $35.0 million non-U.S. revolving credit facility, subject to non-U.S. borrowing base capacity, under the ABL Revolving Credit Agreement;

•“Term Loan Facility” means the $1,550.0 million term loan facility entered into on July 30, 2021 under the Cash Flow Credit Agreement;

•“U.S. ABL Revolving Credit Facility” means the $165.0 million U.S. revolving credit facility, subject to U.S. borrowing base capacity, entered into on July 30, 2021 under the ABL Revolving Credit Agreement; and

•“U.S. dollar,” “dollar” and “$” refer to the currency of the United States.

viii

Table of Contents

SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that you should consider before investing in shares of our Common Stock, and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, including “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and our financial statements and the related notes included elsewhere in this prospectus, before deciding to purchase shares of our Common Stock. Unless the context indicates otherwise, references to “McGraw Hill,” “our Company,” “the Company,” “us,” “we” and “our” refers to McGraw Hill, Inc., together with its consolidated subsidiaries. Following this offering, we will be a “controlled company” under the NYSE corporate governance standards, and, as a result, will rely on exemptions from certain corporate governance requirements. See “Risk Factors.”

Our Mission

At McGraw Hill, our purpose is to unlock the potential of each learner at every stage of life.

Our mission is to support educators, learners and professionals around the world with trusted, high-quality content and digital solutions that use data and learning science to adapt to each student as they progress towards their goals.

Our Company

McGraw Hill is a leading global provider of information solutions for education across K-12 to higher education, and through professional learning.

We harness the power of content, data-driven insights, and learning science to deliver personalized learning experiences and drive positive outcomes throughout the entire learning lifecycle. We believe that we have positively impacted hundreds of millions of learners and educators with our personalized learning solutions to support learning at scale worldwide. On an annual basis, we serve approximately 60 million learners and educators.

We believe McGraw Hill is one of the most trusted and recognized education brands in the world. Based on the results of a third-party survey that we commissioned in the fiscal year ended March 31, 2025, we believe that, in the United States, on average, 89% of K-12, higher education and medical school students, faculty and administrators would consider McGraw Hill for their classes.

Understanding how learning happens is critical to building effective learning solutions, like ALEKS, which has leveraged data science and machine learning to enhance learning outcomes for over 25 years. Over the last decade, we have invested more than $2.0 billion in developing a suite of market leading digital learning solutions. We utilize our data analytics capabilities to generate continuous feedback loops that drive product and go-to-market innovation, which allows us to simplify workflows while creating meaningful learning experiences that are tailored to the needs of each learner.

At McGraw Hill, we recognize that the integrity of educational content is of utmost importance, especially as generative AI becomes more integrated into the learning process. With the proliferation of AI-generated generic content, the risks of inaccurate and low-quality information are heightened, which is why our proprietary content is rigorously researched and designed to meet the highest quality standards. We aim to offer vetted content and data-driven learning solutions that educators and learners can trust.

With approximately 1,500 sales professionals worldwide as of March 31, 2025, we believe our global sales force is one of the largest in the education sector, underpinning our ability to serve learners, educators and professionals at scale across the learning lifecycle.

Table of Contents

For the fiscal years ended March 31, 2025, 2024 and 2023, we generated revenue of $2,101.3 million $1,960.5 million and $1,947.8 million, respectively, and a net loss of $85.8 million, $193.0 million and $404.1 million, respectively. For the fiscal years ended March 31, 2025, 2024 and 2023, we generated Adjusted EBITDA of $726.8 million, $656.6 million and $618.0 million, respectively.

For additional information on Adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Industry Background

We believe that education plays a vital role in shaping society. Not only does education drive earning potential, but we believe that there is a direct correlation between the quality of a country’s education system and its economic success. Given this importance, education commands significant public and private investments around the world. Based on information from a third-party study we commissioned in the fiscal year ended March 31, 2025, we estimate that we have a total addressable market of approximately $30.0 billion as of the academic year ended 2025, including $9.3 billion in K-12, $12.3 billion in Higher Education, $2.9 billion in Professional and $5.5 billion in International.

Modernization of Learning Technology

Technology has transformed the way students learn. The adoption of data science, machine learning and more recently, generative AI, is further transforming education, re-shaping the learning experience for both students and educators. According to the World Economic Forum, AI holds great potential for addressing the gaps current global education systems are struggling to fill. Personalized learning solutions and AI-powered adaptive assessments may be designed to cater to students’ individual needs, enabling customized learning pathways that adjust in real-time to their strengths and weaknesses, which can lead to more effective learning, faster mastery of subjects, and greater engagement. By freeing educators from routine tasks, AI enables them to focus on building relationships, understanding individual student needs and fostering motivation to learn. See “Risk Factors—Risks Related to Our Customer Markets—Increased customer expectations for lower prices or free/discounted bundled products could reduce sales revenue.”

Data-driven Approach to Learning Intervention

Advancements in data science allow educators to glean greater insights into student progress. Digital learning solutions in education generate massive volumes of learning data. Modern data science synthesizes this information into rich analytics and actionable insights that give educators the opportunity to identify the gaps in learning and provide timely intervention and improve personalization, access and effectiveness of learning for all.

Focus on Measurement and Improvement of Learning Outcomes

Data allows for more accurate measurement of learning outcomes and fostering a culture of outcomes-based education. Contrary to the traditional one-size-fits-all pedagogical style, we believe modern adaptive technologies that deliver actionable insights help educators take a personalized approach to instruction that targets the unique needs of each learner, optimizing the learning experience and improving outcomes rather than just grades.

Need for Equitable Access to Learning Opportunities

We believe that equal opportunity in education is essential to achieving equality in society at large. Income-based achievement gaps have been widening over the years. Expanding learner access to affordable course materials and personalized instruction are essential for making high-quality education within reach for all.

Table of Contents

Demand for Technical, Skills-Based Professional Learning to Prepare for Jobs of the Future

Technological advancements, new fields of study and novel industries require that today’s professionals learn new concepts and skills to keep pace with fast-changing job requirements. Post-secondary education is adapting to meet the demands of the ever-evolving economy. As the demand for workforce-aligned education intensifies, industries, governments, and educational institutions are forming increasingly integrated partnership models. Work-integrated pathways, such as apprenticeships, internships and large-scale upskilling programs are evolving as essential tools to address local talent shortages and promote economic growth. We believe that high-quality technical digital learning solutions are critical tools to help address the growing demand for skilled professionals and close the widening global skills gap.

Our Strengths

A Trusted, Market-Leading Global Brand with a History of Over 135 Years

We believe that McGraw Hill is one of the most trusted and recognized education brands in the world, resonating with learners, instructors and institutions across the entire learning lifecycle. Our brand is associated with high-quality content and accessible, data-driven digital learning solutions. We have established our reputation by leading innovation in the application of learning science and continuously adapting our solutions to support learners and educators worldwide.

Suite of Market-Leading Digital Learning Solutions Across the Entire Learning Continuum

We serve the entire learning lifecycle with market-leading digital learning solutions across K-12, higher education and professional learning, underpinned by proprietary content and advanced data science and learning technology. While driven by distinct end-market fundamentals, our businesses benefit from shared domain expertise, common capabilities and digital investment, insights from our vast set of longitudinal learning data, shared infrastructure and our trusted brand.

Leveraging Data Assets to Drive Innovation and Improve Outcomes

During the fiscal year ended March 31, 2025, we had approximately 26 million Paid Digital Users, representing learners or educators who purchased a license to gain access to one of our many digital solutions. This usage gives us access to a wealth of learning data. In the fiscal year ended March 31, 2025 alone, we derived insights from more than 19 billion learning interactions. We can leverage these insights and our capabilities in machine learning, to identify where students are struggling and tailor personalized learning experiences inform product enhancements, prioritize new product development and improve learner outcomes.

On-Demand Digital Model Supported by High-Quality, Proprietary Content

We believe that in an environment with abundant access to content, our proprietary, high-quality content delivered with personalized learning capabilities is a key differentiator. With our deep understanding of learner preferences, pedagogies and academic standards, we partner with more than 27,000 authors and educators, including over 50 Nobel Laureates in various fields of study who contribute to our large and growing proprietary content collection.

We believe we are disrupting educational content delivery with our innovative Evergreen delivery model, which uses an agile on-demand content model to enhance educator productivity. Evergreen was launched in calendar year 2023 and provides a proprietary toolset used to tag, edit, and release content efficiently, allowing the creation of a flexible and scalable process for updating course materials. As of March 31, 2025, of the instructors teaching with Connect and utilizing the Evergreen delivery model, 95% of them have moved to the 2024 release.

Table of Contents

Additionally, we are leveraging our capabilities in data science and AI to organize our content in common taxonomies based on customer and product profiles allowing us to streamline content development.

Institutional Sales Model with Extensive Global Go-to-Market Reach

Our sales strategy is focused on education institutions and their leadership as the key decision-makers, fostering long-lasting and expansive partnerships within our customer network. We believe our sales force is one of the largest and most dynamic in the global education market, with approximately 1,500 sales professionals worldwide as of March 31, 2025. This provides us with a vast reach and, combined with our trusted brand and digital solutions, drives considerable competitive advantages for our organization.

Long-Standing Customer Relationships Built Over Decades

We have developed and retained a highly loyal customer base throughout our history. We believe our value proposition is underpinned by our high-quality content, efficacious learning solutions, and customer support to meet educators' and learners' changing needs. This has led to ingrained customer loyalty and retention, creating a significantly competitive moat.

Highly Profitable Business Model with a Strong Cash Flow Profile

The diversified end markets we serve, coupled with our long-standing customer relationships and resilient funding dynamics, mitigate the impact of recessionary cycles and help fuel steady cash flows and predictable revenue streams with approximately 69% of our total revenue being Re-occurring Revenue for the fiscal year ended March 31, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics.” Our digital-first business model drives operating leverage and profitability by reducing time-to-market and leveraging a shared infrastructure across all operating segments. For more information on our indebtedness, see the Risk Factors discussed in “Risk Factors—Risks Related to Strategic Initiatives and Financings.”

Mission-Driven Culture and Leadership Team with Track Record of Success

Our culture centers around our belief that diverse experiences enrich the way we learn, teach and grow. Many of our employees are former educators who deeply understand the learning process and are passionate about helping shape the future of education. With more than 100 years of combined education industry experience, our senior leadership team has deep experience and brings extensive knowledge of education ecosystems around the world along with expertise in digital product engineering, AI and data science.

Our Growth Strategy

We strive to unlock the potential of each learner at every stage of life. We intend to extend our position as a leading global provider of information solutions for education through our key growth strategies:

Acquire New Customers

We have a substantial opportunity to bring new customers onto our learning solutions. With our trusted brand, global go-to-market reach and proprietary digital learning solutions, we believe we are well positioned to continue acquiring new customers in the markets we serve.

Cross-Sell and Up-Sell to Existing Customers

Table of Contents

educators continue to benefit from our personalized digital solutions, we will see increased adoption and activation of new and existing solutions that address evolving customer needs and extend the value we offer.

Leverage AI and Data and Analytics to Drive Insights and Enhance the Value of our Suite of Solutions to Our Customers

Our digital solutions transcend segments, geographies, personas and academic periods to drive data-driven insights from billions of longitudinal learning interactions and further enhance our deep understanding of learning science. As our data science and AI capabilities continue to evolve, we have the opportunity to enhance our solutions with new features that should drive engagement, optimize content generation, and improve customer service. We believe enhancing value for our customers should drive further competitive differentiation and customer retention.

Invest in Technology-Enabled Innovation Across the Learning Lifecycle

Our scale and breadth of distribution and offerings across the learning lifecycle positions us to actively invest in technology-enabled innovation. We expect to expand our revenue through new learning solutions that offer data-driven personalized learning experiences, interactive simulations, 3-D models, experiential learning activities and generative AI tools like our AI Reader.

We believe that our innovations extend across all markets we serve. For example, our ALEKS math and science solution, which is available to students in K-12 and Higher Education, determines each learner’s baseline of knowledge and uses machine learning to create individual and dynamic learning pathways designed to optimize results for students. We recently expanded this solution for K-5 with ALEKS Adventure. In K-12, while we are still providing print solutions to K-12 students, we continue to drive growth across supplemental and intervention solutions, integrated curriculum solutions, and Career and Technical Education, Advanced Placement and assessment solutions.

In Higher Education, we continue to invest in our solutions while exploring new market opportunities such as student study solutions, Career and Technical Education, dual enrollment solutions, short courses, badging, and employability and workplace preparedness content solutions.

We foresee growth in the global professional sector through the development of our global medical education solutions and undergraduate medical student learning solution.

Increase Our International Presence

We are a global company delivering our proprietary content and digital learning solutions in more than 100 countries and in more than 80 languages, with translations adapted to local customs and cultures, as needed. We remain focused on expanding our presence in international markets across both English- and non-English-speaking countries by leveraging our existing investment in digital solutions. See “Risk Factors—Risks Related to Non-U.S. Operations and Sales—We face risks of doing business abroad.”

Proactive Approach to Strategic M&A Opportunities

To complement our organic growth efforts and product innovation investments, we will continue to assess opportunities to acquire or partner with other businesses that can help us achieve our mission and best serve our customers.

We have a track record of acquiring and successfully integrating other businesses, including two recent strategic acquisitions, to expand our capabilities and offerings or enhance existing ones.

McGraw Hill’s Digital Ecosystem

McGraw Hill’s scaled, digital ecosystem spans the entire learning lifecycle with a holistic portfolio of solutions that use data and learning science to adapt to students’ needs as they progress toward their

Table of Contents

goals. We are a centralized, product-led organization that understands the importance of delivering an integrated, outcomes-driven user experience. Our digital ecosystem is built upon shared technology infrastructure, and shared product development capabilities that allow us to transform curated, proprietary content into data-driven digital learning experiences to support multiple markets, geographies and audiences.

Shared Cloud-Based Technology Infrastructure

Our shared technology infrastructure allows us to capture billions of events across our digital solutions.

Pedagogically Proven Learning Experiences

We have developed a diverse portfolio of modular learning experiences across our ecosystem that combines our rich, proprietary content with our innovative shared technical capabilities supported by our unified technology infrastructure.

Rich Data Assets and Analytics to Enable Feedback Loops

We believe that data tells a story. Our ability to ingest and analyze this data at scale and in real time delivers learners and educators deep insights to enable personalized learning experiences that drive positive outcomes for students.

Shared Capabilities

Our methodology for product development shares common competencies across our business that include academic design, product development, UI/UX/design, data science and AI.

Enterprise Enabling Services

Our common microservices architecture is foundational to our technology and product strategy, which relies on these shared services to quickly stand-up new configurations of customer-facing products.

We Enhance Our Ecosystem with AI Capabilities

AI presents us with many new possibilities to better serve educators and students. We believe that McGraw Hill has the necessary ingredients to utilize the power of AI to drive value for learners and educators, including the following:

•Grounding in educational realities with a deep understanding of how learning happens

•Proficiency in learning science and pedagogy on how learning should happen

•Abundant trusted, proprietary content and data across the entire educational continuum

•Sophisticated learning platforms, allowing us to transform insights into tangible actions

We are Building AI-Powered Learning Tools That Educators Want and Need

Learning is a fundamental social experience, and we believe AI should be used to augment the teacher-student connection, not replace it. We view AI as a tailwind which advances our ability to personalize learning at scale by facilitating meaningful learning experiences and interactions through our learning solutions.

Table of Contents

Platinum Acquisition

On July 31, 2021, Mav Acquisition Corporation, an investment vehicle of certain private investment funds sponsored and ultimately controlled by Platinum, acquired 100% of the equity interests in McGraw-Hill Education, Inc. pursuant to a Securities Purchase Agreement, dated June 14, 2021, for a purchase price of $4.713 billion (the “Acquisition”). Immediately following the consummation of the Acquisition, Mav Acquisition Corporation merged with and into McGraw-Hill Education, Inc. with McGraw-Hill Education, Inc. being the surviving entity and McGraw-Hill Education, Inc. being indirectly owned by McGraw Hill, Inc.

The diagram below depicts our simplified organizational structure following the Acquisition and the completion of this offering of our Common Stock. This chart is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us.

Table of Contents

Boards and Beyond Acquisition

On December 5, 2022, McGraw-Hill Education, Inc. acquired substantially all of the assets of Ryan Medical Education LLC, d/b/a Boards & Beyond (the “Boards and Beyond Acquisition”), a leader in supporting medical students with on-demand video libraries and question banks designed to help them efficiently learn the fundamentals of medical basic sciences and clinical medicine. We paid cash of $21.8 million at closing, subject to typical closing adjustments, and the agreement includes $3.7 million of other contingently payable amounts for a total purchase consideration of $25.4 million. In addition, the agreement includes $4.5 million of contingent payments if certain milestones are met, which would be recognized as post combination expense if paid. During the fiscal years ended March 31, 2025, 2024 and 2023, we recognized $0.6 million, $2.7 million and $1.2 million, respectively, of post combination compensation expense, which is included within Operating and administrative expenses in the consolidated statements of operations included elsewhere in this prospectus.

See Note 4, “Acquisitions,” to our consolidated financial statements.

EssayPop Acquisition

On March 21, 2025, the Company completed the acquisition of EssayPop, LLC ("EssayPop") for a total purchase consideration of $8.0 million. Pursuant to the terms of the purchase and sale agreement, $6.0 million was paid at closing with cash on hand, while the remaining $2.0 million is payable following the 18-month anniversary of the closing date, subject to customary conditions. EssayPop is an interactive, cloud-based writing solution designed by educators to simplify and enhance the writing process for both teachers and students.

See Note 4, “Acquisitions,” to our consolidated financial statements.

Recent Developments

Preliminary Estimated Operating Results for the Three Months Ended June 30, 2025

Set forth below are preliminary unaudited estimates of financial information for the three months ended June 30, 2025 and actual unaudited financial information for the three months ended June 30, 2024. We have not yet finalized our financial information for the three months ended June 30, 2025, and therefore the unaudited financial information for the three months ended June 30, 2025 presented herein reflects preliminary estimates and assumptions based on currently available information and is subject to, among other things, completion of our financial closing procedures, including management’s final reviews and final adjustments during the review process, which we do not expect to complete for the three months ended June 30, 2025 until after the completion of this offering. As a result, while this information is presented with ranges that we consider to be reasonable, it remains in all cases subject to change pending finalization, and our actual results will not be available to you prior to investing in this offering. This financial information should not be viewed as a substitute for full quarterly financial statements prepared in accordance with GAAP. You should also note that additional information on results presented herein will be included in future reports expected to be available only after this offering, such as complete financial results for the three months ended June 30, 2025 and June 30, 2024 and footnote disclosures associated with our financial results.

These estimates should not be viewed as a substitute for our historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus. These estimates may not be indicative of the results for any future period as a result of various factors, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

The preliminary financial data for the three months ended June 30, 2025 included in this prospectus has been prepared by, and is the responsibility of, our management. Ernst & Young LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary

Table of Contents

financial data. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

The trends for this period are consistent with those discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations. For additional information about our non-GAAP financial measures, see “Basis of Presentation—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

We are providing ranges, rather than specific amounts, for the preliminary unaudited estimates of financial information described below primarily because our financial closing procedures for the three months ended June 30, 2025 are not yet complete and, as a result our final results upon completion of our financial closing procedures may vary from the preliminary unaudited estimates. In particular, the ranges were determined based on our estimates of the potential aggregate adjustments that may be made to revenue, cost of sales (excluding depreciation and amortization), operating and administrative expenses, net income (loss) and Adjusted EBITDA as part of our financial closing procedures. These estimates have been prepared by and are the responsibility of management. Management believes that these ranges are sufficiently narrow to be meaningful.


	Three Months Ended June 30, 2025						Three Months Ended June 30, 2024
($ in thousands, except share and per share data)	Low (estimate)			High (estimate)			Actual
Revenue	$	528,210		$	536,246		$	522,954
Cost of sales (excluding depreciation and amortization)	$	121,657		$	124,618		$	125,290
Operating and administrative expenses	$	238,167		$	243,964		$	246,271
Net income (loss)	$	477		$	527		$	(9,447)
Basic and diluted earnings (loss) per share (1)	$	—		$	—		$	(0.06)
Adjusted EBITDA (2)	$	184,908		$	191,990		$	178,594
Net income (loss) margin	0.1		%	0.1		%	(1.8)		%
Adjusted EBITDA Margin (3)	35.0		%	35.8		%	34.2		%
Adjusted net income (loss) (4)	$	290		$	296		$	85,944
Adjusted basic and diluted earnings (loss) per share (1)(5)	$	—		$	—		$	0.55
Basic and diluted weighted-average shares outstanding	156,362,027			156,362,027			156,362,027

______________

(1)Basic and diluted earnings per share figures presented in this table do not take into account the Offering Reorganization Transactions, which includes the effectiveness of our second amended and restated certificate of incorporation, stock conversion and a 1.06555-for-1 stock split, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering.

(2)See “Basis of Presentation—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for the definition of Adjusted EBITDA. The below table shows the reconciliation from Net income (loss) to Adjusted EBITDA.

Table of Contents


	Three Months Ended June 30, 2025				Three Months Ended June 30, 2024
($ in thousands)	Low (estimate)		High (estimate)		Actual
Net income (loss)	$	477	$	527	$	(9,447)
Interest expense (income), net	57,951		58,833		80,876
Income tax provision (benefit)	36,432		37,318		4,351
Depreciation, amortization and product development amortization	82,758		87,926		88,880
EBITDA	$	177,618	$	184,604	$	164,660
Restructuring and cost savings implementation charges (a)	3,075		3,137		6,571
Advisory fees (b)	2,500		2,500		2,500
Transaction and integration costs (c)	99		101		1,094
Other (d)	1,616		1,648		3,769
Adjusted EBITDA (e)	$	184,908	$	191,990	$	178,594

______________

(a)Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our formal restructuring initiatives.

(b)For the three months ended June 30, 2025 and 2024, represents $2.5 million of advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering).

(c)This primarily represents transaction and integration costs associated with acquisitions.

(d)Based on the midpoint of the range presented, for the three months ended June 30, 2025, the amount represents (i) foreign currency exchange transaction impact of $(1.9) million, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $0.8 million, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement of $0.1 million, (iv) non-recurring transaction-related costs associated with this offering that were expensed as incurred of $1.9 million and (v) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of approximately $0.7 million to $0.8 million, that are primarily related to individually insignificant miscellaneous items, including asset disposals and certain additional payments related to incremental insurance premiums and policies as a result of the Acquisition that will not renew after the consummation of this offering.

For the three months ended June 30, 2024, the amount represents (i) foreign currency exchange transaction impact of $0.5 million, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $1.4 million, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement of $0.3 million, (iv) post-acquisition compensation expense of $0.2 million, associated with the acquisition of Boards & Beyond, and (v) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $1.4 million, primarily related to individually insignificant miscellaneous items, including third-party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Acquisition that will not renew after the consummation of this offering.

(e)Three adjustments included in the definition of Adjusted EBITDA (purchase accounting, impairment charge and (gain) loss on extinguishment of debt) are not presented in the table above, as there were no such charges recognized during the three months ended June 30, 2025 and 2024.

Table of Contents

(3)Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue.

(4)See “Basis of Presentation—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for the definition of Adjusted net income (loss). The table below shows the reconciliation from Net income (loss) to Adjusted net income (loss).


	Three Months Ended June 30, 2025				Three Months Ended June 30, 2024
($ in thousands)	Low (estimate)		High (estimate)		Actual
Net income (loss)	$	477	$	527	$	(9,447)
Amortization of intangible assets (a)	56,539		57,740		60,995
Restructuring and cost savings implementation charges (b)	3,075		3,137		6,571
Advisory fees (b)	2,500		2,500		2,500
Transaction and integration costs (b)	99		101		1,094
Other (b)	1,616		1,648		3,769
Tax impact of adjustments (c)	(64,016)		(65,357)		20,462
Adjusted net income (loss) (d)	$	290	$	296	$	85,944

______________

(a)Represents amortization of definite-lived acquired intangible assets.

(b)Represents the same adjustments used in calculating EBITDA and Adjusted EBITDA.

(c)Represents the tax impact of the adjustments, which are pre-tax, based upon the statutory tax rate.

(d)Three adjustments included in the definition of Adjusted net income (loss) (purchase accounting, impairment charge and (gain) loss on extinguishment of debt) are not presented in the table above, as there were no such charges recognized during the three months ended June 30, 2025 and 2024.

(5)Adjusted basic and diluted earnings (loss) per share is calculated by dividing Adjusted net income (loss) by basic and diluted weighted-average shares outstanding.

We estimate revenue to range from $528.2 million to $536.2 million for the three months ended June 30, 2025, representing an increase of $9.3 million (using the midpoint of the range) when compared to $523.0 million for the three months ended June 30, 2024. The increase was primarily driven by the growth of Re-occurring and Transactional Revenue of approximately $10.1 million and $12.4 million, respectively, at Higher Education. The Re-occurring Revenue growth was driven primarily by increased digital product adoption, including growth in Inclusive Access sales, higher retention, market share gains and enrollment growth. The Transactional Revenue growth was primarily driven by favorable product returns during the period. This increase was partially offset by lower revenue at International and K-12 by approximately $7.0 million and $4.0 million, respectively, due to lower Transactional Revenue resulting from lower market opportunities during the period. The revenue increase is consistent with the change in RPO which increased from $1,565.8 million as of June 30, 2024, to an estimated range from $1,633.7 million to $1,661.7 million as of June 30, 2025. The growth in RPO was primarily driven by the seasonal build-up of re-occurring sales at K–12, partially offset by a decrease at Higher Education, which typically experiences lower sales activity in the first fiscal quarter. For further information on RPO, see “Summary Historical and Unaudited Consolidated Financial and Other Data—Our Key Operating Metrics—Remaining Performance Obligations”.

We estimate cost of sales (excluding depreciation and amortization) to range from $121.7 million to $124.6 million for the three months ended June 30, 2025, representing a decrease of $2.2 million (using the midpoint of the range) when compared to $125.3 million for the three months ended June 30, 2024. The decrease was primarily driven by the lower Transactional Revenue sales at International and K-12 due to lower adoption opportunities during the period.

We estimate operating and administrative expenses to range from $238.2 million to $244.0 million for the three months ended June 30, 2025, representing a decrease of $5.2 million (using the midpoint of the range) when compared to $246.3 million for the three months ended June 30, 2024. The decrease was primarily driven by lower hardware and software maintenance costs of approximately $5.0 million due to the transition to cloud-based services, an approximately $1.0 million reduction in credit losses on accounts receivable resulting from lower reserves related to high-risk customers, and an approximately

Table of Contents

$3.5 million foreign exchange gain due to favorable currency movements. These were partially offset by an approximately $4.5 million increase in compensation expense, primarily due to an annual merit-based compensation increase.

We estimate Adjusted EBITDA to range from $184.9 million to $192.0 million for the three months ended June 30, 2025, representing an increase of $9.9 million (using the midpoint of the range) when compared to $178.6 million for the three months ended June 30, 2024. The increase was driven by the factors described above.

Key Operating Metric

Preliminary Estimated Re-occurring Revenue and Transactional Revenue for the Three Months Ended June 30, 2025


	Three Months Ended June 30, 2025
	Re-occurring Revenue				Transactional Revenue				Total
($ in thousands)	Low (estimate)		High (estimate)		Low (estimate)		High (estimate)		Low (estimate)		High (estimate)
K-12	$	180,854	$	183,605	$	86,284	$	87,597	$	267,138	$	271,202
Higher Education	157,318		159,712		22,507		22,850		179,825		182,562
Global Professional	23,326		23,681		11,341		11,514		34,667		35,195
International	20,473		20,785		30,270		30,731		50,743		51,516
Other	—		—		(4,163)		(4,229)		(4,163)		(4,229)
Total Revenue	$	381,971	$	387,783	$	146,239	$	148,463	$	528,210	$	536,246


	Three Months Ended June 30, 2024
	Actual
($ in thousands)	Re-occurring Revenue		Transactional Revenue		Total
K-12	$	166,819	$	108,008	$	274,827
Higher Education	149,454		10,392		159,846
Global Professional	22,773		12,514		35,287
International	22,752		35,559		58,311
Other	—		(5,317)		(5,317)
Total Revenue	$	361,798	$	161,156	$	522,954

Summary Risk Factors

An investment in our Common Stock involves a high degree of risk. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus, and, in particular, you should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our Common Stock. Among these important risks are the following:

•we operate in a highly competitive market, and we may not be able to compete successfully against current and future competitors, as well as compete against no-cost competitive products;

•our ability to win new markets, adapt to changing state academic standards, and anticipate and meet changes in timing and scope of federal, state and local education funding and enrollment;

•the effect of various political and economic issues and our ability to comply with laws and regulations we are subject to, both in the United States and internationally;

•our ability to adjust to developments in the economic or regulatory environment;

Table of Contents

•general economic conditions, including industry and market conditions, inflationary pressures, interest rate fluctuations and volatility;

•the order patterns and payment schedules of customers and high degree of seasonality related to our business;

•the factors that reduce enrollment at colleges and universities;

•our compliance with privacy, accessibility and other laws and adequate protection of personal data;

•our ability to adjust rapidly changing expectations and standards on various environmental, social and governance matters and initiatives;

•our reliance on third parties to help complete business functions including distribution, critical operational functions and supply of products;

•our ability to retain and recruit qualified authors, employees and key personnel;

•our ability to defend challenges to our intellectual property rights in our products;

•defects in and an increase in unauthorized copying and distribution of our products;

•changes in policy and funding shifts, including the potential reorganization or dismantlement of the U.S. Department of Education and the impact on our cost of development and implementation strategies;

•our ability to make accurate assumptions or estimations in preparing our financial statements and our ability to correctly implement any required changes based on such assumptions or estimations;

•our financial leverage, which could adversely affect our ability to raise additional capital to fund our operations, and other risks related to indebtedness, which included $3.278 billion face value of outstanding debt as of March 31, 2025;

•Platinum’s significant influence over us and our status as a “controlled company” under the rules of the NYSE;

•our stock price may be volatile and you may not be able to sell shares at or above the price at which you executed your purchase;

•we do not anticipate paying dividends or repurchasing shares in the foreseeable future; and

•the other factors identified under the heading “Risk Factors” beginning on page 26 of this prospectus.

Our Relationship with Our Sponsor

Founded in 1995 by Tom Gores, Platinum is a global investment firm with approximately $50 billion of assets under management and a portfolio of approximately 60 operating companies that serve customers around the world. Platinum specializes in mergers, acquisitions and operations—a trademarked strategy it calls M&A&O®—acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 30 years, Platinum has completed more than 500 acquisitions and debt financings.

Following the consummation of the Acquisition, McGraw Hill, Inc. and Platinum Advisors entered into a Corporate Advisory Services Agreement, dated as of July 30, 2021 (the “Advisory Agreement”),

Table of Contents

pursuant to which the Company engaged Platinum Advisors as a financial, transactional and management consultant. Under the Advisory Agreement, the Company has agreed to pay Platinum Advisors an annual advisory fee in an amount mutually agreed between the parties and to reimburse Platinum Advisors for its out-of-pocket costs and expenses incurred in connection with its services under the Advisory Agreement. The Advisory Agreement contains customary indemnification provisions in favor of Platinum Advisors and its affiliates, including Platinum. The Advisory Agreement will be terminated upon the consummation of this offering.

In connection with this offering, we intend to enter into an investor rights agreement with Platinum (the “Investor Rights Agreement”), pursuant to which we will take all action within our power to cause the board of directors to include director candidates designated by Platinum in the slate of director nominees recommended by the board of directors for election to our stockholders, unless our board of directors determines that making such recommendation would be inconsistent with the directors’ fiduciary duties under applicable law. These nomination rights are described in the sections titled “Certain Relationships and Related Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement” and “Management—Board Composition.” The Investor Rights Agreement will also grant Platinum certain customary demand registration rights as well as “piggyback” registration rights, with respect to shares of our Common Stock. See “Description of Capital Stock—Registration Rights.”

Immediately following this offering, Platinum will beneficially own 86.5% of the voting power of our Common Stock, or 84.6% if the underwriters exercise in full their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder as described herein, and Platinum’s interests may conflict with ours or yours in the future. See “Risk Factors—Risks Related to Our Relationship with Platinum and Being a “Controlled Company”—Platinum controls us, and its interests may conflict with ours or other stockholders’ in the future.” Even when Platinum ceases to own shares of our stock representing a majority of the total voting power, for so long as Platinum continues to own a significant percentage of our stock, it will still be able to significantly influence or effectively control the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power. Accordingly, for such period of time, Platinum will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our directors and officers and the power to approve or deny the amendment of certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws.

See “Risk Factors—Risks Related to Our Relationship with Platinum and Being a “Controlled Company”—Platinum controls us, and its interests may conflict with ours or other stockholders’ in the future", "Risk Factors—Risks Related to Our Relationship with Platinum and Being a “Controlled Company”—Anti-takeover provisions in our organizational documents could delay or prevent a change of control," and “Description of Capital Stock.”

Corporate Information

The Company was incorporated under the laws of the State of Delaware. Our principal offices are located at 8787 Orion Place, Columbus, Ohio 43240. Our telephone number is (614) 430-4000. We maintain a website, www.mheducation.com. The information on, or that can be accessed through, our website is not part of this prospectus and you should not rely on any such information in making the decision whether to purchase shares of our Common Stock.

Table of Contents

The Offering


Issuer						McGraw Hill, Inc.

Common Stock offered by us						24,390,000 shares.

Underwriters’ option to purchase additional shares of Common Stock from the selling stockholder						The selling stockholder has granted the underwriters an option to purchase up to an additional 3,658,500 shares of Common Stock, solely to cover over-allotments, if any, at the public offering price less underwriting discounts and commissions, for 30 days after the date of this prospectus.

Common Stock to be outstanding after this offering						191,001,519 shares.

Use of proceeds						We estimate that the net proceeds to us from this offering will be approximately $466.6 million, assuming an initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise in full their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder, we estimate that the net proceeds to the selling stockholder from this offering will be approximately $71.1 million, assuming an initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any such proceeds from the sale of shares by the selling stockholder if the underwriters exercise their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any. We currently expect to use the net proceeds from the sale of shares of Common Stock in this offering to pay down a portion of the term loans outstanding under the A&E Term Loan Facility. See “Use of Proceeds” beginning on page 61 for a more complete description of the intended use of proceeds from this offering and “Underwriting.” Following the consummation of this offering and use of proceeds therefrom, we expect to have approximately $642.9 million ($693.8 million face value less unamortized discount and deferred financing costs) of borrowings outstanding thereunder.

Table of Contents


Controlled company						After the completion of this offering, Platinum will continue to control approximately 86.5% of the voting power of our outstanding Common Stock (or 84.6% of the voting power of all of our outstanding shares of Common Stock if the underwriters exercise in full their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any), and thus, in each case, hold more than a majority of the voting power of our outstanding Common Stock. As a result, we will be a “controlled company” under the NYSE corporate governance standards. Under these standards, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards. See “Management—Controlled Company Exception.”

Dividend policy						We have no current plans to pay dividends on our Common Stock to any holders of our Common Stock. Any decision to declare and pay dividends in the future will be, subject to our compliance with applicable law, made at the sole discretion of our board of directors and will depend on, among other things, general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual and tax implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions and subject to the covenants under our Credit Agreements, Indentures and any other future indebtedness or preferred securities we may incur or issue, and such other factors as our board of directors may deem relevant. See “Dividend Policy” and “Description of Material Indebtedness.”

Exchange symbol						“MH”

Reserved share program						At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the shares of Common Stock offered by this prospectus for sale to some of our directors, officers and employees, as well as to certain employees and affiliates of Platinum and/or Platinum Advisors. If these persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Common Stock offered by this prospectus. Fidelity Capital Markets, a division of National Financial Services LLC, will administer our reserved share program. If any reserved shares are purchased by persons who are subject to lock-up restrictions, such shares of Common Stock will be subject to lock-up restrictions pursuant to the lock-up agreements or market standoff provisions as further described herein. See “Underwriting—Reserved Share Program.”

Risk factors						You should read the “Risk Factors” section of this prospectus, together with all of the other information set forth in this prospectus, for a discussion of factors to consider carefully before deciding to invest in shares of our Common Stock.

Table of Contents

The number of shares of our Common Stock outstanding after this offering is based on 191,001,519 shares outstanding as of March 31, 2025, and excludes the following:

•8,619,587 shares of Common Stock issuable upon the exercise of outstanding stock options under the McGraw Hill, Inc. (formerly known as Mav Holding Corporation) Stock Incentive Plan (the “2021 Plan”), each with an exercise price of $14.08 per share, of which 2,195,734 options are vested and 630,560 shares of Common Stock issuable upon the exercise of outstanding vested stock options held by certain former employees, each with an exercise price of $14.08 per share; and

•15,500,000 shares of Common Stock reserved for issuance under our new 2025 Stock Incentive Plan (the “2025 Plan”) which we intend to adopt in connection with this offering. The shares reserved for future issuance under the 2025 Plan include (i) 27,073 shares of Common Stock underlying the restricted stock units that we intend to grant at the time of this offering to certain non-employee members of our board of directors that will vest on the one-year anniversary thereof (such number of shares underlying the restricted stock units based on an assumed initial public offering price of $20.50 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) (see “Executive Compensation—Director Compensation”) and (ii) 400,960 shares of Common Stock underlying the stock options that we intend to grant at the time of this offering in connection with recent hires, promotions or other compensation adjustments that will vest, subject to the holder’s continuous service with us, either over a multi-year period or upon the achievement of certain of specified returns on invested capital by Platinum (the exercise price of which will be the initial public offering price). In addition, the shares of Common Stock reserved for issuance under the 2025 Plan shall include shares of Common Stock that are undelivered pursuant to awards outstanding under the 2021 Plan (under which we will cease granting awards upon the adoption of the 2025 Plan) that are canceled, forfeited, settled in cash or otherwise terminated without delivery to the holder of the full number of shares of Common Stock underlying the award. See “Executive Compensation—Compensation Discussion and Analysis—Components of Compensation for the Fiscal Year Ended March 31, 2025—Long-Term Incentive Plans—2025 Plan.”

Except as otherwise indicated, information in this prospectus reflects or assumes the following:

•no exercise of the underwriters’ option to purchase up to 3,658,500 additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder;

•an initial public offering price of $20.50 per share of Common Stock (the midpoint of the estimated price range set forth on the cover page of this prospectus); and

•the Offering Reorganization Transactions, which includes the effectiveness of our second amended and restated certificate of incorporation, stock conversion and a 1.06555-for-1 stock split, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering.

Table of Contents

Summary Historical and Unaudited Consolidated Financial and Other Data

The following tables present summary historical consolidated financial and other data for McGraw Hill, Inc. and its subsidiaries as of and for the periods indicated. The Company’s historical financial data for the fiscal years ended March 31, 2025, 2024 and 2023 and as of March 31, 2025 and 2024 have been derived from our consolidated financial statements, which are included elsewhere in this prospectus. The financial condition or results of operations for any period are not necessarily indicative of our future financial condition or results of operations.

The information set forth below under the column heading “As Adjusted” gives effect to the effectiveness of the Offering Reorganization Transactions, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering. The information set forth below under the column heading “As Further Adjusted” further adjusts for the consummation of this offering and use of proceeds therefrom by giving further effect to (i) the sale by us of 24,390,000 shares of Common Stock in this offering at an assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus) and (ii) the application of the net proceeds to be received by us as described in “Use of Proceeds.”

You should read the following summary financial and other data below, together with the information under “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and related notes included elsewhere in this prospectus.


	Year Ended March 31,
($ in thousands, except share and per share data)	2025		2024		2023
Consolidated Statements of Operations
Revenue	$	2,101,299	$	1,960,478	$	1,947,773
Cost of sales (excluding depreciation and amortization)	422,294		420,331		464,555
Gross profit	1,679,005		1,540,147		1,483,218
Operating expenses
Operating and administrative expenses	1,066,496		1,027,427		1,044,639
Depreciation	66,688		52,985		44,558
Amortization of intangibles	239,014		254,937		270,192
Impairment charge	—		49,500		312,000
Total operating expenses	1,372,198		1,384,849		1,671,389
Operating income (loss)	306,807		155,298		(188,171)
Interest expense (income), net	293,446		326,438		278,219
(Gain) loss on extinguishment of debt	2,719		(3,415)		(4,552)
Other (income) expense	—		—		(8,000)
Income (loss) from operations before taxes	10,642		(167,725)		(453,838)
Income tax provision (benefit)	96,481		25,294		(49,734)
Net income (loss)	$	(85,839)	$	(193,019)	$	(404,104)
Basic and diluted weighted-average number of shares outstanding	156,362,027		156,362,027		156,333,807
Basic and diluted earnings (loss) per share	$	(0.55)	$	(1.23)	$	(2.58)

Table of Contents


	As Adjusted (1)		As Further Adjusted (2)
	March 31, 2025		March 31, 2025		March 31, 2025		March 31, 2024
($ in thousands)	(unaudited)		(unaudited)
Balance Sheet Data
Cash and cash equivalents	$	389,830	$	389,830	$	389,830	$	203,618
Total assets	5,757,760		5,757,760		5,757,760		5,808,164
Total liabilities	5,477,516		5,010,935		5,477,516		5,439,410
Total stockholders’ equity (deficit)	280,244		746,825		280,244		368,754

______________

(1)Gives effect to the Offering Reorganization Transactions, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering.

(2)Gives effect to the adjustments set forth in note (1) above as well as: (i) the sale by us of 24,390,000 shares of Common Stock in this offering at an assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus) and (ii) the application of the net proceeds to be received by us as described in “Use of Proceeds.”


	Year Ended March 31,
($ in thousands)	2025		2024		2023
Statement of Cash Flow Data
Cash flows provided by (used for):
Operating activities	$	646,284	$	236,156	$	256,621
Investing activities	(167,062)		(136,109)		(162,321)
Financing activities	(294,680)		(77,243)		(204,566)

Non-GAAP Financial Measures

Table of Contents


	Year Ended March 31,
($ in thousands)	2025			2024			2023
Non-GAAP Financial Data
EBITDA (1)	$	666,445		$	525,094		$	196,266
Adjusted EBITDA (1)	726,790			656,618			617,952
Adjusted EBITDA Margin (1)	34.6		%	33.5		%	31.7		%
Adjusted net income (loss) (1)	202,350			180,016			183,997
Adjusted basic and diluted earnings (loss) per share (1)	1.29			1.15			1.18
Adjusted operating and administrative expenses (1)	952,215			901,630			919,787
Adjusted selling and marketing expenses (1)	376,989			369,201			363,408
Adjusted general and administrative expenses (1)	291,858			270,231			278,542
Adjusted research and development expenses (1)	283,368			262,198			277,837

_____________

(1)For descriptions of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income (loss), Adjusted basic and diluted earnings (loss) per share, Adjusted operating and administrative expenses, Adjusted selling and marketing expenses, Adjusted general and administrative expenses and Adjusted research and development expenses and a statement of the reasons why management believes they provide useful information to investors, see “Basis of Presentation—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” The results of such calculation could differ in the future based on the different types of adjustments that may be included in such respective calculations at the time.

Reconciliations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin


	Year Ended March 31,
($ in thousands)	2025			2024			2023
Net income (loss)	$	(85,839)		$	(193,019)		$	(404,104)
Interest expense (income), net	293,446			326,438			278,219
Income tax provision (benefit)	96,481			25,294			(49,734)
Depreciation, amortization and product development amortization	362,357			366,381			371,885
EBITDA	$	666,445		$	525,094		$	196,266
Restructuring and cost savings implementation charges (a)	24,626			32,548			20,572
Purchase accounting (b)	—			18,101			46,521
Advisory fees (c)	10,000			10,000			10,000
Impairment charge (d)	—			49,500			312,000
Transaction and integration costs (e)	2,982			8,205			6,542
(Gain) loss on extinguishment of debt (f)	2,719			(3,415)			(4,552)
Other (g)	20,018			16,585			30,603
Adjusted EBITDA	$	726,790		$	656,618		$	617,952

Total Revenue	$	2,101,299		$	1,960,478		$	1,947,773
Net income (loss) margin	(4.1)		%	(9.8)		%	(20.7)		%
Adjusted EBITDA Margin	34.6		%	33.5		%	31.7		%

_______________

(a)Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our formal restructuring initiatives.

(b)Represents the effects of the application of purchase accounting associated with the Acquisition, driven by the step-up of acquired inventory.

Table of Contents

(c)For the fiscal years ended March 31, 2025, 2024 and 2023, represents $10.0 million of annual advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering).

(d)For the fiscal year ended March 31, 2024, we recorded a non-cash impairment charge of $49.5 million, reducing goodwill and an indefinite-lived intangible trademark by $40.5 million and $9.0 million, respectively.

For the fiscal year ended March 31, 2023, the Company recorded a non-cash impairment charge of $312.0 million, reducing goodwill and indefinite-lived intangible trademarks by $258.0 million and $54.0 million, respectively.

(e)This primarily represents transaction and integration costs associated with acquisitions.

(f)For the fiscal year ended March 31, 2025, the amount represents the write-off of unamortized deferred financing fees and debt discount associated with the 2024 Refinancing Transactions.

For the fiscal year ended March 31, 2024, the amount represents the redemption discount, the write-off of unamortized deferred financing fees, debt discount and other fees and expenses associated with the extinguishment of $50.0 million face value of the 2022 Unsecured Notes.

For the fiscal year ended March 31, 2023, the amount represents the redemption discount, the write-off of unamortized deferred financing fees, debt discount and other fees and expenses associated with the extinguishment of $71.5 million face value of the 2022 Secured Notes and $28.5 million face value of the 2022 Unsecured Notes.

(g)For the fiscal years ended March 31, 2025, 2024 and 2023, the amount represents (i) acquisition related stock-based incentive compensation expense of $0.0 million, $0.0 million and $15.6 million, respectively, (ii) gain from a real estate sale of $0.0 million, $2.0 million and $0.0 million, respectively, (iii) foreign currency exchange transaction impact of $1.3 million, $3.1 million and $4.1 million, respectively, (iv) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $4.3 million, $5.4 million and $3.7 million, respectively, (v) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement of $0.6 million, $0.6 million and $0.2 million, respectively, (vi) non-recurring transaction-related costs associated with this offering that were expensed as incurred of $4.9 million, $0.0 million and $0.0 million, respectively, (vii) lease termination costs of $3.3 million, $0.0 million and $1.2 million, respectively, associated with the early exit of two leased properties in connection with the strategic rationalization of our real estate properties to optimize cost efficiency, (viii) post-acquisition compensation expense of $0.6 million, $2.7 million and $1.2 million, respectively, associated with the acquisition of Boards & Beyond, and (ix) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $5.0 million, $6.8 million, and $4.6 million, respectively, primarily related to individually insignificant miscellaneous items, including asset disposals and third-party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Acquisition which will not renew after the consummation of this offering.

Table of Contents

Reconciliations of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share


	Year Ended March 31,
($ in thousands)	2025		2024		2023
Net income (loss)	$	(85,839)	$	(193,019)	$	(404,104)
Amortization of intangible assets (1)	238,240		253,663		266,619
Restructuring and cost savings implementation charges (2)	24,626		32,548		20,572
Purchase accounting (2)	—		18,101		46,521
Advisory fees (2)	10,000		10,000		10,000
Impairment charge (2)	—		49,500		312,000
Transaction and integration costs (2)	2,982		8,205		6,542
(Gain) loss on extinguishment of debt (2)	2,719		(3,415)		(4,552)
Other (2)	20,018		16,585		30,603
Tax impact of adjustments (3)	(10,396)		(12,152)		(100,204)
Adjusted net income (loss)	$	202,350	$	180,016	$	183,997

Basic and diluted earnings (loss) per share	$	(0.55)	$	(1.23)	$	(2.58)
Adjusted basic and diluted earnings (loss) per share	$	1.29	$	1.15	$	1.18
Basic and diluted weighted-average shares outstanding	156,362,027		156,362,027		156,333,807

_____________

(1)Represents amortization of definite-lived acquired intangible assets. See Note 8, “Goodwill and Other Intangible Assets” to our consolidated financial statements and related notes for the fiscal year ended March 31, 2025 for further details.

(2)Represents the same adjustments used in calculating EBITDA and Adjusted EBITDA.

(3)Represents the tax impact of the adjustments, which are pre-tax, based upon the statutory tax rate.

Table of Contents

Reconciliations of Non-GAAP operating and administrative expenses


	Year Ended March 31,
($ in thousands)	2025		2024		2023
Operating and administrative expenses	$	1,066,496	$	1,027,427	$	1,044,639
Restructuring and cost savings implementation charges	(24,626)		(32,548)		(20,572)
Advisory fees	(10,000)		(10,000)		(10,000)
Transaction and integration costs	(2,982)		(8,205)		(6,542)
Amortization of product development costs	(56,655)		(58,459)		(57,135)
Other	(20,018)		(16,585)		(30,603)
Adjusted operating and administrative expenses (1)	$	952,215	$	901,630	$	919,787

Selling and marketing	$	380,199	$	373,879	$	367,934
Other	(3,210)		(4,678)		(4,526)
Adjusted selling and marketing expenses (1)	$	376,989	$	369,201	$	363,408

General and administrative	$	345,213	$	331,673	$	341,474
Restructuring and cost savings implementation charges	(24,626)		(32,548)		(20,572)
Advisory fees	(10,000)		(10,000)		(10,000)
Transaction and integration costs	(2,982)		(8,205)		(6,542)
Other	(15,747)		(10,689)		(25,818)
Adjusted general and administrative expenses (1)	$	291,858	$	270,231	$	278,542

Research and development	$	284,429	$	263,416	$	278,096
Other	(1,061)		(1,218)		(259)
Adjusted research and development expenses (1)	$	283,368	$	262,198	$	277,837

_____________

(1)We calculate each of these measures by using the same adjustments used in calculating EBITDA and Adjusted EBITDA to the extent such items are included in the corresponding GAAP operating and administrative expense category.

Our Key Operating Metrics

We regularly monitor the following key operating metrics that help us measure our business. These metrics are key performance indicators as they provide a basis upon which management assesses our performance. We believe they reflect the underlying trends and indicators of our business, allowing management to focus on the most meaningful indicators of our continuous operational performance.

Re-occurring Revenue and Transactional Revenue

Re-occurring Revenue represents revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. Re-occurring Revenue serves as a key operating metric used by management as it offers valuable insight into the subscription-based nature of our business. For the fiscal years ended March 31, 2025, 2024 and 2023, Re-occurring Revenue represented approximately 69%, 67% and 63% of total revenue, respectively.

Table of Contents

Transactional Revenue includes revenue from both print and digital offerings. Revenue from print offerings are recognized at the point of shipment and revenue from digital offerings are recognized at the time of delivery. In addition, revenues for amounts billed to customers in a sales transaction for shipping and handling are included in Transactional Revenue. For the fiscal years ended March 31, 2025, 2024 and 2023, Transactional Revenue represented approximately 31%, 33% and 37% of total revenue, respectively.

Annual Net Dollar Retention

We believe that our ability to retain and grow Re-occurring Revenue from our existing customers over time strengthens the stability and predictability of our total revenue base and is reflective of the value we deliver to them through upselling and cross selling across our suite of solutions to our existing customers. We assess our performance in our Higher Education and Global Professional segments using Annual Net Dollar Retention (“NDR”), which serves as a key operating metric used by management for evaluating the trajectory of digital subscription revenue growth within our existing customer base. Our ability to retain existing customers serves as a leading indicator of our digital subscription-based revenues and cash flows for the subsequent reporting period. It encompasses renewals, expansions, contractions, price increases, and attrition, providing valuable insights into customer engagement and satisfaction.

However, NDR is not applicable to our K-12 segment, as purchasing decisions are typically made at the state or district level, often involving multi-year contracts and varying purchasing cycles across states, that do not align with the renewal, expansion, contraction, and attrition dynamics that NDR measures. Similarly, NDR does not apply to our International segment, as it encompasses Higher Education and K-12 markets, each with distinct purchasing behaviors, contract structures, and funding mechanisms. This variability across these markets makes it challenging to apply a consistent NDR calculation, limiting its effectiveness as a metric for the International segment.

We calculate NDR by dividing (a) the digital subscription amounts invoiced to existing customers during the period, inclusive of changes in enrollment, price changes and attrition by (b) the digital subscription amounts invoiced to such customers for the comparable prior period.

Remaining Performance Obligations

Our Remaining Performance Obligations (“RPO”) represent the total contracted future revenue that has not yet been recognized. RPO is associated with our digital subscriptions and multi-year print products and is impacted by various factors, including the timing of renewals and purchases, contract durations, and seasonal trends. Given these influencing factors, RPO should be evaluated alongside Re-occurring Revenue and other financial metrics disclosed within this prospectus. RPO serves as a key operating metric used by management as it offers visibility into future revenue and facilitates the assessment of long-term growth sustainability.

While we believe that the above key operating metrics provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management, it is important to note that other companies, including companies in our industry, may not use these metrics, may calculate them differently, may have different frequencies or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of Re-occurring Revenue, Transactional Revenue, NDR and RPO as a comparative measure.

Table of Contents

Re-occurring Revenue, Transactional Revenue, NDR and RPO are presented in the tables below.


	Year Ended March 31, 2025						Year Ended March 31, 2024
($ in thousands)	Re-occurring Revenue		Transactional Revenue		Total		Re-occurring Revenue		Transactional Revenue		Total
K-12	$	602,040	$	368,444	$	970,484	$	553,856	$	350,999	$	904,855
Higher Education	666,748		115,862		782,610		584,837		117,350		702,187
Global Professional	95,094		54,494		149,588		87,938		65,141		153,079
International	92,959		108,443		201,402		87,918		112,546		200,464
Other	—		(2,785)		(2,785)		—		(107)		(107)
Total Revenue	$	1,456,841	$	644,458	$	2,101,299	$	1,314,549	$	645,929	$	1,960,478


	Year Ended March 31, 2023
($ in thousands)	Re-occurring Revenue		Transactional Revenue		Total
K-12	$	543,834	$	414,147	$	957,981
Higher Education	532,258		121,924		654,182
Global Professional	75,223		72,678		147,901
International	71,236		116,699		187,935
Other	—		(226)		(226)
Total Revenue	$	1,222,551	$	725,222	$	1,947,773


	Year Ended March 31,
	2025	2024	2023
NDR
Higher Education	110%	110%	106%
Global Professional	105%	103%	99%


($ in thousands)	March 31, 2025		March 31, 2024
RPO by Segment:
K-12	$	1,279,585	$	1,122,019
Higher Education	297,316		295,242
Global Professional	62,348		59,711
International	33,407		33,168
Other	3,531		927
Total RPO	$	1,676,187	$	1,511,067

Table of Contents

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risk factors described below, as well as the other information contained in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes, before investing in our Common Stock. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or growth prospects. The risks and uncertainties described below, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or those that we currently view to be immaterial could also materially and adversely affect our business, financial condition, results of operations or growth prospects. In such a case the trading price of our Common Stock could decline and you may lose all or part of your investment.

This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” The Company’s actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors.

Risks Related to Our Customer Markets

We face competition from both large, established industry participants and new market entrants, the risks of which are enhanced due to rapid changes in our industry and market.

Our competitors in the market for education products include a few large, established industry participants. Some established competitors have greater resources and less debt than us and, therefore, may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than we can. Our competitors’ abilities to provide products that are more advanced, less expensive, more secure or provide other benefits that our products do not provide could adversely impact our ability to compete.

The market shift toward digital education solutions has induced both established technology companies and new start-up companies to enter certain segments of our market. The risks of competition are intensified due to the rapid changes in the products our competitors are offering, the products our customers are seeking and our sales and distribution channels, which create increased opportunities for significant shifts in market share. Competition may require us to reduce the price of some of our products or make additional capital investments and may result in reductions in our market share and sales.

Increased availability of and support for free or relatively inexpensive products may reduce demand for or negatively impact the pricing of our products.

Free or relatively inexpensive educational products are becoming increasingly available, particularly in digital formats and through the internet. For example, some governmental and regulatory agencies have recently increased the amount of information they make publicly available at nominal cost or for free. In recent years, there have also been initiatives by not-for-profit organizations to develop educational content that can be “open sourced” and made available to educational institutions for free or nominal cost. In addition, there have been initiatives by the U.S. federal government and certain state governments to enact legislation or regulations that mandate or favor the use by educational institutions of open sourced content and provide funding for the same. The increased availability of free or relatively inexpensive educational products may reduce demand for our products or require us to reduce pricing, thereby impacting our sales revenue.

Table of Contents

Generative artificial intelligence (“AI”) systems may make it easier for competitive instructional materials to be created which could negatively affect demand for or the pricing of our products.

Generative AI systems, such as ChatGPT, appear to be proficient at generating quality text and may be used to create textbooks and other learning materials. The ability of providers of generative AI systems to utilize or feed copyrighted content or proprietary data of others to train such AI systems without permission from the copyright owner is currently unsettled under the law both within and outside the United States. There are numerous lawsuits in the United States in progress addressing issues under U.S. copyright law, focusing on the question of whether the copying or reproduction of proprietary content without the consent of the copyright owner to train generative AI models constitutes fair use. There is also increased pressure from leaders of technology and AI organizations and companies to decrease copyright protections in general. Moreover, it is unclear how the current U.S. administration may interpret or apply future policies that would permit the use of unlicensed content to train generative AI models. Access to our copyrighted content, including through third party, so-called “pirate sites”, may also contribute to such generative AI training efforts. It is therefore possible that our copyrighted content or proprietary data may be ingested or scraped by, and used to train such AI systems without our knowledge or consent. In addition, although currently any text or learning materials generated by such AI systems may require review and editing by a human subject matter expert, such AI systems could facilitate the creation of high-quality educational content. It is also possible that one of our competitors, or other providers of data sources relevant to our products, could make a deal to train generative AI models on their data which could allow the generative AI model to create textbooks and other learning materials competitive with ours. The foregoing, in turn, could lead to an increase in the number of competitive products, tools or content, including an increase in open-source or other products, tools or content that are free or relatively inexpensive, which could significantly reduce demand for our products or require us to reduce pricing, thereby materially and adversely impacting our financial results and operations. See “—Increased availability of and support for free or relatively inexpensive products may reduce demand for or negatively impact the pricing of our products.”

If we fail to adapt and respond effectively to changing technology, evolving industry standards and changing customers’ needs or requirements, our platforms may become less competitive.

Our success depends on our ability to adapt and enhance our platforms. To attract new customers and potentially increase revenue from existing customers, we will need to continuously enhance and improve our offerings to meet customers’ and end users’ needs at prices that our customers are willing to pay. Such efforts will require adding new or improved functionality and employing newly developed technologies, which may affect our research and development costs. If we and our software developer partners are unable to address customers’ and end users’ needs or enhance and improve our platforms in a timely manner, we may not be able to maintain or increase market acceptance of our platforms. If we fail to maintain adequate research and development resources or to compete effectively with the research and development programs of our competitors, our business could be harmed. Our ability to grow is also subject to the risk of future disruptive technologies. If new technologies emerge that are able to deliver learning tools at lower prices, more efficiently, more conveniently or more securely than ours, and if we fail to adopt such technologies in a timely manner, our ability to compete would be adversely affected.

Increased customer expectations for lower prices or free/discounted bundled products could reduce sales revenue.

As the market has shifted to digital products, customer expectations for lower-priced products has increased due to customer awareness of reductions in marginal production costs and the availability of free or low-cost digital content and products. As a result, there has been pressure, on occasion, to sell digital versions of products at prices below their print versions and pressure to include products and materials that are given away as part of bundled offerings. Increased availability of lower-priced or free/discounted bundled products increases competitive pressure and could reduce our sales revenue.

Table of Contents

Our failure to win new adoptions in certain U.S. states could adversely affect our revenue and operating results.

As one of the two largest providers in the K-12 market in the United States, a significant portion of our revenue is impacted year to year by the varying purchasing cycles across states. Over the next few years, changing opportunities are expected in one or more of the primary subjects of reading, math, social studies and science and our sales may be impacted accordingly in certain states with particularly large K-12 populations such as Florida, California and Texas, each of whom has state-made predetermined procurement patterns. In each state’s decision, we face significant competition and our materials are subject to approvals by state boards of education or other authorities based on an evaluation of alignment to state academic standards and other criteria. Our failure or any unexpected delay to be approved or to do well among the school districts in such state market could materially and adversely affect our revenue.

Changes in state academic standards could affect our market and require investment in new or different products.

States may adopt new academic standards or revise existing academic standards, which may require us to significantly invest in the development of new products and/or make extensive modifications to our existing products that are offered for sale in those states. The timing of new or revised academic standards being adopted may not provide us with sufficient lead time to develop new products or modify our existing products or we may have to invest more than planned to complete such development or modifications within the allotted timeframe, which would adversely impact our return on investment.

Changes in the timing and scope of anticipated levels of federal, state and local education funding available for the purchase of instructional materials could adversely affect purchases for our K-12 products.

Public school districts are the primary customers for K-12 products. Most of those districts depend largely on state and local funding programs to purchase materials. In addition, many school districts also receive funding through federal education programs. State, local or federal funding available to school districts may be reduced as a result of reduced tax revenue, efforts to reduce government spending or increased allocation of tax revenue to other uses. Through Elementary and Secondary School Emergency Relief funds established in 2020 and 2021, the federal government allotted monies to significantly benefit primary and secondary schools. This approximately $190 billion in fiscal stimulus was meant to assist states in district reopening efforts, to facilitate the establishment of distance learning programs, to implement safety protocols and to provide emergency financial assistance to public school districts. These COVID-19-related funds are finite, and there is no assurance that we will be able to compensate for funding utilized to purchase learning materials once these federal funds expire in 2025. In addition, changes in the laws or regulations that give school districts flexibility in their use of funds previously dedicated exclusively to the purchase of instructional materials may reduce the share of district funds allocated to the purchase of instructional materials. Reductions in the amount of funding provided to school districts or reductions in the portion of those funds allocated to instructional materials could reduce demand for our K-12 products.

Factors that reduce enrollment at colleges and universities could adversely affect demand for our Higher Education products.

Enrollment in U.S. colleges and universities can be adversely affected by many factors, including demographic factors, changes in government and private student loan and grant programs, uncertainty about current and future economic conditions, general decreases in family income and net worth, immigration policy and a perception of uncertain job prospects for recent graduates. In addition, enrollment levels at colleges and universities outside the United States are influenced by the global and local economic climate, local political conditions and other factors that make predicting foreign enrollment levels difficult. While enrollment at degree-granting institutions in the United States has generally been steadily growing over the last several decades, enrollment levels have declined in recent years. Sales of

Table of Contents

our products can be impacted by reductions in enrollment levels and the use of free or very low-cost learning solutions, such as those offered by providers of open source materials.

Evolving policy changes (including by the current U.S. administration), increasing political pressures, community activism, cultural sensitivities, and funding shifts may impact the adoption and purchase of our titles in the K-12 market and affect the timing and cost of development and implementation.

There has recently been an increase in the number and extent of political, regulatory and social influences that have the potential to affect state and local adoptions of and school districts’ purchase and use of instructional materials. In particular, increasing political pressures, cultural sensitivities and community activism, influences from various demographic groups, accessibility requirements and the growing number of English Language Learners and low-income students in certain districts, could each impact state and local adoptions of instructional materials and the purchase and use of instructional materials that are provided by those who run afoul of local cultural sensitivities.

In addition, the current U.S. administration has indicated that it would like to see changes made to certain education policies. Changes in federal policy and the elimination of or other changes to agencies may occur. The current U.S. administration has expressed an intention to potentially dismantle the U.S. Department of Education. This may lead to changes involving the oversight of our industry resulting in a fragmented education system with varying standards and requirements across states in the absence of federal regulations and oversight. The nature, timing and political effects of potential changes to current federal policy, legal and regulatory framework affecting our industry remain highly uncertain. At this time, it is unclear what policies, if any, will change and whether uncertainty in this regard will adversely affect our operating environment. Any unfavorable developments in government regulation of education or the U.S. Department of Education could have an adverse effect on our results of operations and financial condition.

The high degree of seasonality of our sales typically results in ebbs and flows in our revenues, which impacts our quarterly operating results and cash flows.

Our business is seasonal. Purchases of our Higher Education products have traditionally been made in the second and third quarters of the fiscal year for the semesters starting classes in September and January. During recent fiscal years, as the Higher Education business continues to shift towards digital sales, third fiscal quarter sales for the January semester have partially migrated to the fourth fiscal quarter. Purchases of K-12 products are typically made in the first and second quarters of the fiscal year for the beginning of the school year. This sales seasonality affects operating cash flow from quarter to quarter. There are months when we operate at a net cash deficit from our activities. This sales seasonality affects operating cash flow from quarter to quarter. There are months when we operate at a net cash deficit from our activities. In the fiscal year ended March 31, 2025, we realized approximately 25%, 33%, 20% and 22% of our total revenue during the first, second, third and fourth fiscal quarters, respectively. We cannot make assurances that our second fiscal quarter revenue will continue to be sufficient to meet our obligations or that they will be higher than revenue for our other quarters. This seasonality could cause quarterly cash flow challenges that make it difficult to meet our debt service requirements and other obligations, even if full fiscal year cash flow is adequate.

A change from up-front payment by school districts for multi-year licenses could adversely affect our cash flow.

In keeping with the past practice of curriculum purchases, school districts typically pay up-front when buying for multi-year periods. If school districts changed to spreading their payments to us over the term of the licenses, our near-term cash flow could be adversely affected.

Table of Contents

Operational, Legal and Compliance Risks

Operational disruptions, malfunctions or intentional hacking of our technological systems such as our hosting systems and delivery platforms, or the technological systems of the third parties on which we rely, could adversely affect our operations or business and cause financial loss and reputational damage.

We depend on the internet and complex hosting systems, delivery platforms and other technological and interconnected systems to provide our products to our customers and to operate our business. The capacity, reliability and security of such systems and platforms may affect our ability to provide our products to our customers and to operate our business. We also rely on third parties for many critical operational functions, including with respect to third-party materials, software, hosting services and other services that are used in our products and business. See “—Risks Related to Distribution, Sourcing and Talent—We utilize the services of third-party suppliers, distributors, representatives and retailers for a substantial portion of our sales.” Operational disruptions, outages, failures, malfunctions, delays, degradations, human error, computer viruses, tampering, hacking, digital attacks caused by cyber criminals or other third parties, or other security breaches could materially harm our relationships with our customers, suppliers or employees, result in the loss or unauthorized disclosure of customer data, including personal information, impair our order processing, damage our reputation in the industry and with our customers, result in theft of our funds or proprietary information, adversely affect our ability to deliver our products to customers or more generally adversely affect the performance or availability of our products and our ability to conduct business, which could result in enforcement action or litigation, liability, harm to our reputation, loss of revenue or financial loss. Remote work has also become more common and has increased risks to our information technology systems and data as more of our employees utilize network connections, computers and devices outside of our premises or network, including working at home, while in transit and in public locations.

We have implemented and maintain policies and processes and we deploy data security measures, which we believe to be reasonably designed to monitor our information technology systems in an effort to prevent, detect, address and mitigate these risks and satisfy regulatory, contractual and other legal requirements in the United States and other countries as required by our global footprint. Our data security measures extend to our vendors, with respect to whom we conduct data security diligence (such as requiring them to respond to a detailed security questionnaire, performing reviews of their security architecture and continuously monitoring their security practices), and if we become aware of any specific security risks, we actively address those risks with the vendor. We have from time to time experienced, and may continue to experience, cyber incidents. However, to our knowledge, no such incident to date has resulted in any material impact to our business, operational systems, financial condition, or reputation. While we have not experienced any material security incidents, we cannot assure that such a breakdown, disruption or breach will not occur in the future, or that our security measures will be sufficient to prevent or timely detect all such incidents. We have disaster recovery plans in place and maintain insurance to cover operational risks, but this insurance may not be sufficient to cover all costs associated with the consequences of information being compromised, nor may such insurance be available on commercially feasible terms in the future.

The costs of eliminating or alleviating cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address or anticipate these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers and may impede our sales, distribution or other critical functions. Further, any breaches of our security measures or the accidental loss, inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive or confidential data, including personal information, about us or our customers, including the potential loss or disclosure of such information or data as a result of fraud, trickery or other forms of deception or malfeasance, could expose us, our customers or the individuals affected to loss or misuse of this information, result in litigation and potential liability for us, damage our brand and reputation or otherwise materially harm our business. In addition, the cost and operational consequences of implementing further or remedial data protection measures

Table of Contents

could be significant. Failure to adequately protect personal data in our possession or control could cause financial loss, regulatory enforcement action, civil or criminal liability and reputational damage.

Failure to comply with privacy, accessibility and other laws could have a material adverse impact on our reputation and financial performance.

Across our businesses we hold large volumes of personal information, including that of employees, customers and students. We are therefore subject to an increasing number of privacy and data protection laws, regulations and standards in the United States and in foreign jurisdictions where we conduct business, including but not limited to: (i) the Children’s Online Privacy Protection Act, which requires operators of certain websites and online services to obtain parental consent before collecting personal information from children under the age of 13 and sets forth, among other things, a number of restrictions related to what information may be collected with respect to children under the age of 13; (ii) the Family Educational Rights and Privacy Act and various state student data privacy laws in connection with the personal information of students; (iii) the Health Insurance Portability and Accountability Act (“HIPAA”), as amended in connection with our self-insured health plan; (iv) the Payment Card Industry Data Security Standard in connection with the collection and storage of payment card information from customers; (v) the E.U. General Data Protection Regulation, including as retained in U.K. law, and corresponding E.U. member state data protection laws applicable to us; and (vi) U.S. state comprehensive data privacy laws which are now or may in the future come into effect, such as the California Privacy Protection Act, as amended and other similar state laws. The specific requirements of such laws may vary by jurisdictions, and other jurisdictions may adopt similar legislation, which may impose new requirements or obligations on our business and how we collect and use personal information. Additionally, the increasing adoption of AI technologies, which rely on the collection of large amounts of data and use of such data for training purposes, has led data protection authorities around the world to consider and adopt new and evolving interpretations of data protection laws, imposing specific obligations with respect to the processing of personal data, including required notices, consents, and opt-outs. As such, we may, in the future, be subject to other similar privacy laws, regulations and standards, both in the United States and in foreign jurisdictions where we conduct business.

Our failure to comply with applicable accessibility requirements and privacy laws, regulations and standards or prevent the improper use or disclosure of the personal information we hold could lead to penalties, significant remediation costs, regulatory enforcement action, reputational damage, potential cancellation of existing contracts, enforcement action or litigation, and/or an impaired ability to compete for future business. In addition, such laws, regulations and standards may be modified with little or no public notice or interpreted or applied in new manners, and we may be unable to anticipate or prepare appropriately for such modifications, interpretations or applications. We may incur substantial costs or expenses in attempting to modify our systems, other technologies, and relevant policies or procedures to address such changes in these regulations or interpretations thereof. If these laws and regulations are interpreted and applied in a manner that is inconsistent with our existing accessibility features and data privacy practices and/or if we fail to respond appropriately, we could be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity. Any actual or perceived inability to address privacy and security concerns, even if unfounded, could harm our reputation and business.

Recently, there has been a significant increase in accessibility requirements, in each of the United States, the United Kingdom and the European Union. While we are investing substantial resources in our programs to address global accessibility requirements, there is no assurance we will be able to comply with all the requirements which could impact the sales of our programs. In addition, enactment of new accessibility requirements could necessitate unanticipated modifications to our programs, all of which could impact the sales thereof. The increase in accessibility requirements globally has the potential to delay or impair sales of our products, result in our products becoming obsolete and/or cause us to incur additional product development costs.

It is reported that a number of U.S. states are considering a proposed rule that would alter the means by which higher education students in such states participate in inclusive access and equitable access

Table of Contents

programs, which includes Inclusive Access. Currently, unless students opt-out of participating, they receive all required course materials which are offered for sale at below-market rates pursuant to agreements between institutions, publishers and campus bookstores. As contemplated, the proposed rule, among other things, would condition each student’s participation in inclusive access or equitable access plans on the student opting-in rather than the current process by which students automatically participate unless they opt-out. Instructional materials sold pursuant to inclusive access and equitable access programs have increased in recent years as a share of our Higher Education sales. If one or more states enact the proposed rule, and it takes effect, it would be expected to negatively impact the revenues of our Higher Education business.

Federal and state regulatory and policy changes may also affect our business. Changes in the Elementary and Secondary Education Act (“ESEA”) and/or state legislation and administrative policy decisions on matters such as assessment and accountability, curriculum and intervention could affect demand for our products. For more information, see “Business—Government Regulation.”

Defects in our digital products could cause financial loss and reputational damage.

In the fast-changing digital marketplace, demand for innovative technology has generally resulted in short lead times for producing products that meet customer specifications. Growing demand for innovation and additional functionality in digital products increases the frequency of the product development and product enhancement cycle, which in turn increases the risk that our products may contain defects, bugs, flaws or corrupted data. These defects may only become apparent after product launch, particularly for new products and new features to existing products that are developed and brought to market under tight time constraints. Problems with the performance of our digital products could result in liability, cybersecurity vulnerabilities, loss of revenue or harm to our reputation. Additionally, we may suffer financial loss and reputational damage based on the nature and content of materials that we publish or distribute. Many factors affecting the acceptance and approval of the content in our products are beyond our control and can change over time, including federal, state and local legislation and regulations, as well as the political climate.

Our business is dependent upon our brand recognition and reputation, and if we fail to maintain or support our brand recognition or reputation, our business could be harmed.

We believe that we need to maintain and support our brand and our reputation in order to maintain our current customers and attract new customers. Many of our competitors have strong brand recognition. If we fail to maintain and support our brand recognition and reputation, it could influence our customers’ and potential customers’ perceptions of our products and lead them to choose competitors’ products over ours, thereby adversely impacting our business.

Our success in this area may depend on factors that are beyond our control, including: our ability to continue to offer high-quality, innovative and error- and bug-free products and platforms; our ability to maintain high customer satisfaction; our ability to successfully differentiate our products and platforms from those of our competitors; our ability to protect our intellectual property, proprietary rights and customers’ data; actions of competitors and other third parties; any misuse or perceived misuse of our products and platforms; cyber-attacks on or security breaches of our products and platforms or the platforms of our subcontractors; and adverse litigation, legislative or regulatory-related developments.

If our brand and reputation promotion activities are not successful, our operating results and growth may be harmed. Our competitors may have more resources than we do and may be able to devote greater resources to the development, promotion and sale of their products than we can. Even if we are successful in our promotional efforts, they may not be cost-effective. If we are unable to maintain consumer awareness of our brand cost-effectively, our business, results of operations and financial condition could be materially adversely affected.

Furthermore, unfavorable media relating to events or activities attributed to us, our employees, our partners or others associated with any of these parties, regardless of its accuracy, may tarnish our

Table of Contents

reputation and reduce the value of our brand. Negative publicity and loss of brand equity may reduce demand for our products and have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rebuild our reputation and restore the value of our brands may be costly and time-consuming, and such efforts may not ultimately be successful.

Legal actions against us, including putative class action lawsuits, could be costly to defend and could result in significant damages.

In the ordinary course of business, we are occasionally involved in legal actions and claims against us arising from our business operations. Amongst such legal actions, we are a defendant in a putative class action lawsuit alleging that our methodology for calculating royalties payable to certain of our Higher Education authors breaches the terms of our author agreements. We filed a motion to dismiss the lawsuit with the Southern District of New York, which was granted, with the plaintiffs voluntarily dismissing the portion of their claim that was not dismissed. The plaintiffs filed an appeal with the U.S. Court of Appeals for the Second Circuit on their breach of contract claim. The Court of Appeals affirmed the District Court’s ruling in part and reversed the ruling in part, remanding the case back to the District Court for further adjudication.

We may become subject, from time to time, to other legal proceedings and claims, including legal proceedings and claims alleging infringement, dilution, misappropriation or violation of intellectual property rights, proprietary rights or other rights of third parties. The outcome of such legal proceedings and claims are inherently difficult to predict and we may not be successful. While we believe, based on our current knowledge, that the outcome of currently pending matters will not have a material adverse effect on our financial condition, it is possible that current or future matters may result in adverse judgments or settlements, or substantial damages, fines, liabilities (whether criminal or civil), penalties, injunctions or other impacts, which might result in reputational damage, substantial costs and/or diversion of management’s attention and resources, all of which might adversely impact our business, overall financial condition and results of operations. We have liability insurance in such amounts and with such coverage and deductibles as management believes is reasonable. However, there can be no assurance that our liability insurance will cover our damages and, if our liability insurance does cover our damages, that the limits of coverage will be sufficient to fully cover all potential liabilities and costs of litigation.

For more information related to our material legal proceedings, see “Business—Legal Proceedings,” and Note 21, “Commitments and Contingencies,” to our consolidated financial statements.

Failure to act in accordance with generally accepted ethical business standards or comply with applicable statutes regarding bribery, corruption, fraud, sanctions and competition could result in substantial financial cost and adversely impact our reputation.

We, our employees and the third parties we associate with are expected to adhere to high standards of ethical conduct. We are also subject to various federal, state, local and foreign laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, trade and economic sanctions laws and various antitrust and competition laws. We maintain compliance policies and conduct trainings that are designed to keep our practices in line with changing regulatory expectations and conducting the business in a legal and ethical manner. However, there is a risk that individuals associated with us, such as management, employees, sales agents or other third-party intermediaries or representatives, may take actions that violate applicable laws and regulations, for which we too could potentially be liable. Any regulatory inquiries or investigations could be costly, divert our management’s attention from other matters that are important to the operation of our business, harm our reputation or lead to litigation.

Rapidly changing expectations and standards on environmental, social and governance (“ESG”) matters may impact our business, subject us to unforeseen liability or cause harm to our reputation.

Various stakeholders, including lenders, customers, partners, local communities, regulators, public interest groups and consumers, have placed a focus on ESG matters. ESG standards are rapidly

Table of Contents

evolving. There are certain organizations that provide information to investors on ESG matters that have developed ratings processes for evaluating companies on their approach to such ESG matters with no universal standard applied for these ratings. While these ratings are used by some investors to inform their investment and voting decisions, they may result in misplaced focus on certain factors over others. If we are perceived, due to unfavorable ESG ratings or otherwise, to have not responded appropriately to those standards, regardless of whether there is a legal requirement to do so, such perception could have a negative impact on our reputation, which could, in turn, have a negative impact on our business, including as it relates to employee retention, consumer sales or investor interest.

While we may, from time to time, communicate certain initiatives and ambitions regarding ESG matters, there is no guarantee that we will be able to achieve these initiatives or ambitions. Different stakeholders may assess our achievement of these ESG initiatives inconsistently, which could result in a negative perception or misrepresentation of our policies and practices, and perceptions held by our various stakeholders or the communities in which we do business may be impacted by our ability to meet the standards imposed on us or the initiatives that we aspire to achieve. Our failure, or perceived failure, to pursue or fulfill our ESG ambitions could have negative impacts on our business, financial condition and results of operations and expose us to liability, including litigation. In addition, we may incur significant costs in attempting to comply with regulatory standards, ESG policies or customers’ expectations.

A number of our customers may also adopt, or have already adopted, policies that impose standards on us, such as environmental requirements, social responsibility standards or other aspects of sustainability. The failure to meet our customers’ requirements could have an adverse impact on our business, including our ability to retain such customers. In addition, any ESG-related issues in our own supply chain, such as human rights, safety or environmental performance, could have an adverse impact on our business, including harm to our reputation.

Additionally, unethical or fraudulent activities perpetrated by our directors, officers, senior management, employees, third-party suppliers and partners could expose us to potential reputational damage. Damage to our reputation for these or any other reasons could have a material adverse effect on our financial condition and results of operations, and could require additional resources to rebuild our reputation.

Changes in accounting rules could adversely affect our future operating results.

The Financial Accounting Standards Board, or the FASB, and other various regulatory bodies that establish the accounting rules applicable to us have recently proposed or enacted a wide variety of changes to accounting rules. Moreover, in the future, these regulators may propose additional changes that we do not currently anticipate. Changes to accounting rules that apply to us could significantly impact our business or our reported financial results in ways that we cannot predict. We cannot predict whether any changes to current accounting rules will occur or what impact any changes will have on our reported financial position or results of operations.

Risks Related to Distribution, Sourcing and Talent

We utilize the services of third-party suppliers, distributors, representatives and retailers for a substantial portion of our sales.

In addition to our own sales force and websites, we offer and sell our products through a variety of third-party distributors, representatives and retailers. We do not ultimately control the performance of our third-party distributors, representatives and retailers to perform as required or to our expectations. Also, certain of our distributors, representatives or retailers may market and sell other companies’ products that compete with our products. The combination or loss of one or more of our distributors, representatives or retailers or their failure to effectively promote our products or otherwise perform in their functions in the expected manner could temporarily adversely affect our ability to bring our products to market and impact our revenue.

Table of Contents

An insufficient supply of, or increases in the costs of, paper could adversely affect our financial results.

Our K-12 offerings, particularly our early grade offerings, typically bundle digital and print solutions. As a result, paper is one of the principal raw materials used in our K-12 products globally. Recently, factors such as raw material shortages, workforce challenges and the transition of mills from production of paper to production of cardboard has placed pressure on the paper supply chain, resulting in substantial increases in price. While we do not currently anticipate experiencing difficulty in obtaining adequate supplies of paper for operations, increases in price could adversely affect our results of operations and financial condition.

Consolidation and concentration in our distribution and retail channels for our Higher Education products could adversely affect our profitability and financial results.

Some of our distribution, digital fulfillment and retail channels have experienced significant consolidation and concentration or otherwise have significant market share. In particular, we sell our Higher Education products through a small number of third-party distributors and retailers who we also utilize for digital fulfillment, and consolidation of these distributors and retailers would result in fewer, larger entities with increased bargaining power and the ability to demand terms that are less favorable to us. This concentration could potentially place us at a disadvantage with respect to negotiations regarding pricing and other terms, which could adversely affect our profitability and financial results.

An adverse change in orders or payments by a material reseller could adversely affect our financial results.

A significant portion of our sales are to a small number of resellers. As of March 31, 2025 and 2024, three resellers comprised 38% and two resellers comprised 25%, respectively, of the gross accounts receivable balance. No single reseller or other customer accounted for 10% of our gross revenue for the fiscal years ended March 31, 2025 and 2024. An adverse change in orders or payments by a material reseller or other customer could adversely affect our financial results.

If and to the extent a material reseller was to experience severe financial difficulties, it can negatively impact our results of operations and financial condition. In particular, we rely on resellers or such resellers' agents for collection of payments, and any inability of such reseller to make timely payments in full in connection with the ongoing sale of our Higher Education products could negatively impact our results of operations. One of the resellers included in the 38% and 25% of gross accounts receivable as of March 31, 2025 and 2024, respectively, has recently experienced financial difficulties. As a result, the Company recorded an allowance for credit losses of $3.4 million and $5.6 million related to the reseller referenced above, as of March 31, 2025 and 2024, respectively. To date, the Company has not incurred any actual losses as a result of the financial difficulties experienced by the reseller. We continue to monitor the financial condition of our resellers while addressing institution and student needs for access to our products.

Unexpectedly large returns could adversely affect our financial results.

We generally permit our distributors to return print products they purchase from us. When we record revenue, we record an allowance for sales returns, which is based on the historical rate of return and current market conditions. Should the estimate of the allowance for sales returns vary by one percentage point from the estimate we use in recording our allowance, the impact on operating income would be approximately $2.5 million for the fiscal year ended March 31, 2025.

We outsource the performance of many critical operational functions to third parties.

We utilize third parties for many critical operational functions, including general financial shared services, accounts payable, accounts receivable, royalty processing, printing, warehousing, distribution, technology support, online product hosting and certain customer support functions, and we may

Table of Contents

outsource additional functions to third-party providers in the future. Since those functions are provided by third parties, our ability to supervise and support the performance of those functions is limited.

In addition, we rely on arrangements with third-party shipping and freight forwarding companies for the delivery of our products. Freight and shipping charges may increase due to rising fuel cost, inflation or general price increases, and such increases would have an immediate adverse effect on our margins unless we are able to pass the increased charges to our customers or renegotiate terms with our suppliers.

The loss of one or more of these third-party partners, a material disruption in their business or their failure to otherwise perform their functions in the expected manner could temporarily adversely affect our ability to deliver our products to customers or otherwise cause temporary disruptions in our business that would adversely affect our results of operations and financial condition.

We may not be able to retain or attract the key authors and talented personnel that we need to remain competitive and grow.

Our success depends, in part, on our ability to continue to attract and retain key authors and talented management, creative, editorial, technology, sales and other personnel. We operate in a number of highly visible industry segments where there is intense competition for successful authors and other experienced, highly effective individuals. Our successful operations in these segments may increase the market visibility of our authors and personnel and result in their recruitment by other businesses. There can be no assurance that we can continue to attract and retain key authors and talented personnel and, if we fail to do so, it could adversely affect our business.

Our ability to control our employee and related labor costs is generally subject to numerous external factors, including prevailing wage rates, availability of labor and adoption of new or revised employment and labor laws and regulations. Recent economic uncertainties in the United States have led to a labor shortage, which, in addition to inflation, has contributed to an environment of escalating wages and salaries. As minimum wage rates increase, we may need to increase not only the wage rates of our minimum wage associates, but also the wages paid to our other employees as well. Should we fail to increase our wages competitively in response to increasing wage rates or labor shortages, the quality of our workforce could decline, causing our customer service to suffer. Additionally, any increase in the cost of our labor could have an adverse and material effect on our operating costs, financial condition and results of operations.

A significant increase in operating costs and expenses due to inflation or other causes could have a material adverse effect on our profitability and cash flow.

A resurgence of inflationary pressure would result in increased raw material, labor, energy, freight, logistics and other operating expenses. The cost of producing and supplying our products could be impacted by significant inflation in labor, raw materials, transportation and warehouse costs. Since in such event we may not be able to fully offset our higher costs through price increases or improve our productivity sufficiently to nullify such impact of cost inflation, any material increase in our operating expenses due to inflation or other causes could result in lower margins and adversely impact our results of operations and cash flow.

Risks Related to Our Intellectual Property

Our intellectual property and proprietary rights may not be adequately protected under current or future laws. An increase in unauthorized copying and distribution of our products could adversely affect our sales, and an increase in efforts to combat such activities could increase our expenses, which may adversely impact our business, financial condition and results of operations.

Our products contain and/or constitute proprietary intellectual property and we rely on recognition of our intellectual property rights in them. Ongoing efforts to protect our intellectual property rights may

Table of Contents

require the expenditure of significant financial, managerial and operational resources. As a result, the sale price of our products is high relative to the cost of copying them. This disparity makes our products tempting targets for unauthorized copying and distribution by both end-users and illegal commercial enterprises. We rely on copyright, trademark and other intellectual property laws to establish and protect our proprietary rights in our products; however, our efforts to obtain, maintain, protect or enforce our intellectual property and proprietary rights may not be sufficient and there can be no assurance that those rights won’t be challenged, invalidated, found to be unenforceable or circumvented. Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Third parties may assert that our intellectual property rights conflict with theirs. We may choose not to pursue registrations or protections in every jurisdiction or at all depending on the circumstances to which the intellectual property rights pertain and, accordingly, the remedies and damages available to us for unauthorized use in such jurisdictions may be limited. We may also fail to obtain, maintain, protect and enforce our proprietary and intellectual property rights and this could adversely affect our business. We may be unaware of the intellectual property rights of others that may cover some of our products, and others may obtain intellectual property rights that compete with our products. The use of generative AI in connection with the development of our products may also affect our ability to obtain and enforce proprietary rights in our products, as much of the law around the ownership of AI outputs is currently unsettled. The right to use our content without permission to train generative AI models or others that produce competing products or content is also unsettled under the law. Litigation regarding intellectual property matters (including litigation to maintain, defend or enforce our intellectual property) could result in substantial costs and diversion of the attention of management and other resources, and could have a material and adverse effect on our financial results and operations. See “—Risks Related to Our Customer Markets—Generative artificial intelligence (“AI”) systems may make it easier for competitive instructional materials to be created which could negatively affect demand for or the pricing of our products.”

We attempt to protect our intellectual property by requiring our employees and other third parties who develop intellectual property on our behalf to enter into work product assignment agreements. However, we cannot guarantee that we have entered into such agreements with each party who has developed intellectual property on our behalf, and such agreements may be insufficient or breached. Additionally, to the extent there are individuals not subject to work product assignment agreements, these individuals may make adverse ownership claims to our current and future intellectual property, and, to the extent that our employees, independent contractors or other third parties with whom we do business improperly use intellectual property owned by others in their work for us, disputes may arise as to such rights.

Further, our intellectual property rights may be infringed upon, diluted, misappropriated or otherwise violated despite the existence of intellectual property laws. Our products may be subject to the risk of piracy, illegal downloading, file-sharing or other infringements, and we may not be able to detect unauthorized use of our intellectual property rights. Policing unauthorized use of our products and intellectual property may be difficult, expensive and time-consuming. The risk of unauthorized copying and distribution of our products is greatest in the higher education and professional markets, where the purchasers of our products are usually students and other individual customers who generally obtain our products through channels that are more susceptible to being used for the distribution of unauthorized copies. In recent years, technological and market changes have facilitated the unauthorized copying and distribution of our products to students and other individual customers. The copying and distribution of content over the Internet creates additional challenges for us in protecting our proprietary rights. Of particular note is the development of online distribution services that allow illegal commercial enterprises to utilize reputable and efficient marketplaces and fulfillment services for the distribution and sale of counterfeit copies of products. If a significant number of our users turn to counterfeit products for reasons such as lower prices, our revenue and growth could be adversely affected. In addition, the quality of counterfeit products cannot be guaranteed, and poor quality or defects in such products would affect our reputation, which may materially and adversely affect our business, financial condition and operating results. Our management believes that increases in unauthorized copying and distribution of our products, including through the increase of file-sharing between students, may have contributed to a

Table of Contents

decline in sales of our Higher Education products in recent years. As we expand our global activities, our exposure to unauthorized copying and use of our products will likely increase. The ability to remedy such violations may be limited, especially in foreign countries.

If we are unable to adequately protect and enforce our intellectual property and proprietary rights in our products, our competitive position may be harmed and our business and financial results could be materially and adversely impacted. While we and others in our industry have been, and continue to be, engaged in a variety of efforts to reduce the extent of counterfeit textbooks and other illegal copies of our products in the marketplace, further expansion of the unauthorized copying and distribution of our products could adversely affect our sales, and ongoing efforts to combat such activities could impact our expenses.

Additionally, in our agreements with customers, we may agree to indemnify them against any losses or costs incurred in connection with claims by a third party alleging that the customer’s use of our products infringes, dilutes, misappropriates or violates the intellectual property rights or other rights of that third party. Accordingly, a customer accused of intellectual property infringement may seek indemnification from us. If we are required to indemnify or defend our customers from these or other claims, our financial condition and results of operations could be materially and adversely affected.

We may use open-source software in our codebase in the future. Some open-source software licenses require users who make available open-source software as part of their proprietary software to publicly disclose all or part of the source code to such proprietary software or make available any derivative works of such software free of charge, under open-source licensing terms. The terms of various open-source licenses have not been interpreted by courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our use of the open-source software. Enforcement activity for open-source licenses can also be unpredictable. Were it determined that our use was not in compliance with a particular license, we may be required to purchase a costly license, defend claims, pay damages for breach of contract or copyright infringement, re-engineer our proprietary software, or take other remedial action that may divert resources away from our product development efforts, any of which could negatively impact our business.

There are significant risks involved in utilizing AI, machine learning, data analytics and similar tools that collect, aggregate and analyze data or inputs (collectively, “AI Tools”) in connection with our business and no assurance can be provided that the usage of such AI Tools will enhance our business or assist our business in being more efficient or profitable. AI Tools may have errors or inadequacies that are not easily detectable. If AI Tools are incorrectly designed or the data or inputs used to train them are incomplete, inadequate or biased in some way, our use of AI Tools may inadvertently reduce our efficiency or cause unintentional or unexpected outputs that are incorrect, do not match our business goals, do not comply with our policies or interfere with the performance of our platform, services, business and reputation. Additionally, our reliance on AI Tools could pose ethical concerns and lead to a lack of human oversight and control, which could have negative implications for our organization. The use of AI Tools may enhance intellectual property, cybersecurity, operational and technological risks. However, the development and implementation of AI Tools may further increase our exposure to or exacerbate the risks of cyberattacks or other security incidents, particularly where such technologies are exploited by third parties to breach our or other parties’ systems, including when such technologies are used to target our employees or impersonate members of senior management in order to gain unauthorized access to our systems. Regulation of AI Tools is rapidly evolving worldwide as legislation and regulators are increasingly focusing on these powerful emerging technologies.

Across our industry, there has been a continued increase in the adoption of free and paid generative AI Tools for academic support, and students are increasingly turning to generative AI Tools for academic support, such as homework and exams, as well as assistance in other areas of daily life. This shift in student behavior impacts education technology companies broadly, and our businesses and financial results could be materially and adversely impacted as a result, as students may see generative AI Tools as strong alternatives to education solutions that we provide.

Table of Contents

Risks Related to Strategic Initiatives and Financings

Our investments in new products and distribution channels and entry into new markets may not be profitable.

In order to maintain a competitive position, we must continue to invest in new products and new ways to deliver them in order to enhance and improve our offerings to meet customer needs, which necessarily involves increased research and development costs and other costs associated with developing and adopting new technology. This is particularly true in the current environment where investment in new technology is ongoing and there are rapid changes in the products our competitors are offering, the products our customers are seeking, and our sales and distribution channels. Investments and entry into new markets involve risks and uncertainties, some of which may differ from those historically associated with our operations and which could materially and adversely affect our business, results of operations and financial condition, including insufficient profit generation to offset liabilities assumed and expenses associated with the investment strategy and inability to identify new profitable business opportunities from expansion of existing products or services and entry into new markets, among others.

Future acquisitions could disrupt our business and may divert management’s attention and, if unsuccessful, harm our business.

We may expand our business by making acquisitions that may not produce expected synergies, may be less profitable than expected, may consume substantial financial resources and/or may divert management’s attention from existing operations. Significant risks and uncertainties related to our acquisitions, which could materially and adversely affect our business, results of operations and financial condition, include the following:

•acquisitions that do not ultimately align strategically with our goals and growth initiatives;

•valuation methodologies that result in overpayment for an asset;

•failure to identify risks during diligence or to accurately quantify the probability, severity and potential impact of the risks on our business;

•exposure to new regulations, such as those in new geographies or those applicable to new products or services;

•inability to successfully integrate the acquired businesses, which may be more difficult, costly or time-consuming than anticipated, including inability to retain key employees, difficulties with integrating different business systems and technology platforms and consolidating corporate, administrative, technological and operational infrastructures;

•distraction of management’s attention away from existing business operations while coordinating and integrating new and sometimes geographically dispersed organizations;

•inability to preserve our and the acquired company’s customer, supplier and other important relationships;

•inability to adapt to challenges of new markets, including geographies, products and services;

•inability to adequately bridge possible differences in cultures, business practices and management philosophies;

•inability to successfully operate in a new line of business;

•substantial increases in our indebtedness; and

•issues not discovered in our due diligence process.

Table of Contents

We may record future goodwill or indefinite-lived intangibles impairment charges related to our reporting units, which could materially adversely impact our results of operations.

We test our goodwill and indefinite-lived intangibles asset balances for impairment as of March 31 of each fiscal year or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. We assess goodwill for impairment at the reporting unit level and, in evaluating the potential for impairment of goodwill and indefinite-lived intangibles, we make assumptions regarding projected revenue growth rates, operating profit margins and cash flows, terminal growth rates and discount rates. Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. Declines in the future performance and cash flows of the reporting unit or small changes in other key assumptions may result in future goodwill or indefinite-lived intangibles impairment charges, which could materially adversely impact our results of operations.

Our substantial indebtedness may restrict our ability to react to changes in the economy or our industry and exposes us to interest rate risk and risk of default and prevent us from fulfilling our obligations under the Credit Agreements, and the Notes, and other indebtedness.

We are a leveraged company that has substantial indebtedness. In August 2024, we and certain of our subsidiaries amended the Cash Flow Credit Agreement which amendment, among other things, (i) refinanced in full the outstanding term loans thereunder with new term loans having an extended maturity to August 2031 and (ii) except for $38.7 million of the Cash Flow Revolving Credit Facility outstanding, extended the maturity of $111.3 million of the Cash Flow Revolving Credit Facility thereunder to August 2029 for lenders who consented to such amendment. As of March 31, 2025, we had $3,277.9 million face value of outstanding indebtedness (in addition to $111.3 million of unutilized commitments under our A&E Cash Flow Revolving Facility, $38.7 million of unutilized commitments under our Non-Extended Cash Flow Revolver Facility, approximately $265.0 million of a U.S. revolving credit facility, subject to U.S. borrowing base capacity and approximately $35.0 million of a non-U.S. revolving credit facility, subject to non-U.S. borrowing base capacity available for additional borrowing under the A&E ABL Revolving Credit Facilities), and between the date of the Acquisition and March 31, 2025, we had total debt service of $1,298.8 million. Our substantial indebtedness could have important consequences. The agreements currently governing our indebtedness contain, and the agreements governing our indebtedness in the future may contain, restrictive covenants that limit, or may in the future limit, our ability to engage in activities that may be in our long-term best interest and/or hinder our ability to grow in accordance with our strategies. For example, our indebtedness could:

•limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes;

•limit our ability to guarantee indebtedness;

•pay dividends or make other distributions in respect of, repurchase or redeem, capital stock;

•make it more difficult for us to satisfy our obligations with respect to our indebtedness;

•require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing funds available to us for other purposes;

•limit our flexibility in planning for, or reacting to, changes in our operations or business;

•make us more vulnerable to downturns in our business or the economy;

•limit our ability to enter into transactions with affiliates, make strategic acquisitions, engage in development activities, introduce new technologies or exploit business opportunities;

•limit our ability to enter into agreements containing prohibitions affecting our subsidiaries’ ability to pay dividends;

Table of Contents

•cause us to make non-strategic divestitures; or

•expose us to the risk of increased interest rates, as certain of our borrowings, including borrowings under the Credit Agreements are at variable rates of interest.

A breach of the covenants under the Indentures or under the Credit Agreements or other indebtedness that we incur in the future could result in an event of default under the applicable indebtedness. Such a default, if not cured or waived, may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt that is subject to an applicable cross-acceleration or cross-default provision. In addition, an event of default under the Credit Agreements would permit the lenders under the applicable Credit Agreement to terminate all commitments to extend further credit thereunder. Furthermore, if we were unable to repay the amounts due and payable under the Credit Agreements or other indebtedness that we incur in the future, those lenders could proceed against the collateral securing such indebtedness. In the event the lenders under the Credit Agreements or holders of the Notes accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—2024 Refinancing Transactions” and “Description of Material Indebtedness.”

We may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. We might not be able to maintain a level of cash flows from operations sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. Additionally, we may not be able to obtain loans or other debt financings on commercially reasonable terms or at all. Even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The Credit Agreements and the Indentures restrict, and the agreements governing our indebtedness in the future may restrict, our ability to dispose of certain assets and use the proceeds from such dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. Because of these restrictions, we may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our business, financial position and results of operations and our ability to satisfy our obligations under our indebtedness.

The Indentures and the Credit Agreements contain, and the agreements governing our indebtedness in the future may contain, cross-default or cross-acceleration provisions that may result in all of the indebtedness issued under the Indentures and the Credit Agreements or such indebtedness to become immediately due and payable because of a default under an unrelated debt instrument.

Further, we conduct substantially all our operations through subsidiaries of McGraw-Hill Education, Inc. Our most significant assets are the equity interests that we directly and indirectly hold in those subsidiaries. As a result, we are dependent upon dividends and other payments from McGraw-Hill

Table of Contents

Education, Inc.’s subsidiaries to provide the funds necessary for us to make timely payments of the principal of, and interest on, our debt. If McGraw-Hill Education, Inc.’s subsidiaries do not generate sufficient cash from operations to make such payments or if such payments are restricted by law or agreements to which such subsidiaries are parties, we may not be able to obtain the necessary funds to pay our debt service.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the Credit Agreements are, and borrowings under the agreements governing our future indebtedness may be, at variable rates of interest and expose us to interest rate risk. As interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed may remain the same, and our profit and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. In 2023 and 2024, we entered into amendments to the ABL Revolving Credit Agreement and to the Cash Flow Credit Agreement, which, among other things, replaced LIBOR with Term Secured Overnight Financing Rate (“Term SOFR”) (of terms of one, three or six months, or if available and agreed to by such parties as specified in such agreement, other periods of twelve months or less than one month), with a credit spread adjustment of 0.10% for all interest periods, under the Cash Flow Credit Agreement and ABL Revolving Credit Agreement with a Term SOFR floor of 0.50% and 0%, respectively. The transition to Term SOFR may result in increased interest expense to us, affect our ability in the future to incur debt on terms acceptable to us and may result in increased costs related to amending our existing debt instruments and related hedges, which could adversely affect our business, results of operations and financial condition. The interest rate applicable to borrowings under the A&E Cash Flow Credit Facilities is, at our option, either (1) the base rate subject to a floor of 1.50% per annum plus an applicable margin (which is 2.25% for the A&E Term Loan Facility following the repricing on February 6, 2025, 3.00% for the Non-Extended Cash Flow Revolver Facility and 3.00% for the A&E Cash Flow Revolving Facility) or (2) Term SOFR (or for the A&E Cash Flow Revolving Facility borrowings in permitted alternative currencies, such other permitted alternative currency rate) subject to a floor of 0.50% per annum plus an applicable margin (which is 3.25% for the A&E Term Loan Facility following the repricing on February 6, 2025, 4.00% the Non-Extended Cash Flow Revolver Facility and 4.00% for the A&E Cash Flow Revolving Facility). A 100 basis point increase in Term SOFR on our A&E Cash Flow Credit Facilities debt balances outstanding as of March 31, 2025 would increase our annual interest expense by $11.6 million. No debt balance was outstanding under the A&E ABL Revolving Credit Facilities as of March 31, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—2024 Refinancing Transactions” and “Description of Material Indebtedness.”

In June 2024, we entered into amendments to the ABL Revolving Credit Agreement and to the Cash Flow Credit Agreement which replaced CDOR with Term CORRA (of terms of one or three months) with a credit spread adjustment of 0.29547% for a one-month interest period and 0.32138% for an interest period of three months for any borrowings denominated in Canadian dollars under the Cash Flow Credit Agreement and ABL Revolving Credit Agreement with a Term CORRA floor of 0.50% and 0%, respectively.

Despite our substantial indebtedness, we may still be able to incur significantly more debt, which could intensify the risks described above.

We and our subsidiaries may be able to incur additional indebtedness in the future. For example, as of March 31, 2025 we had approximately $300.0 million available for additional borrowing under the ABL Revolving Credit Agreement. In addition, although the terms of the agreements governing our indebtedness contain restrictions on our and our subsidiaries’ ability to incur additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial and the agreements governing our indebtedness in the future may not contain these restrictions. Further, these restrictions will not prevent us from incurring obligations that do not constitute indebtedness. The more leveraged we

Table of Contents

become, the more we, and in turn our security holders, will be exposed to certain risks described above under “—Our substantial indebtedness may restrict our ability to react to changes in the economy or our industry and exposes us to interest rate risk and risk of default and prevent us from fulfilling our obligations under the Credit Agreements and the Notes, and other indebtedness.”

Our ability to use net operating losses and other tax attributes, to offset future taxable income may be subject to limitations.

Various rules may limit our utilization of our net operating losses and other tax attributes to offset future taxable income, including certain limitations that will apply if we undergo a significant change in ownership.

As of March 31, 2025, we had a state net operating loss ("NOL") carryforward of $76.9 million, of which most will be subject to expiration between 2034 and 2042. Our non-U.S. NOL carryforwards as of March 31, 2025 are $66.4 million, predominantly in the United Kingdom, Spain, Chile, and Australia and are not subject to expiration.

The Tax Cuts and Jobs Act (the "TCJA"), as modified by the Coronavirus Aid, Relief, and Economic Security Act, (the "CARES Act"), also modified Section 163(j) of the Internal Revenue Code of 1986, as amended (the "Code"), to limit the deduction for business interest expense, in excess of business interest income, to 30% of adjusted taxable income for any taxable year beginning after December 31, 2017. Any business interest expense not allowed as a deduction in the taxable year is carried forward indefinitely. As of March 31, 2025, we had a cumulative Code Section 163(j) interest expense limitation carryforward of $503.6 million.

Under Code Section 382, if a corporation undergoes an "ownership change", which is generally defined as a greater than 50% change, by value, in its equity ownership over any three-year period, the corporation's ability to use certain pre-change tax attributes (including NOL and business interest expense carryforwards) to offset its post-change income or taxes, as applicable, may be limited. As of March 31, 2025, all of our state NOL and business interest expense carryforwards are potentially subject to the Code Section 382 limitation. If our ability to use our tax attributes is limited as a result of the foregoing, it could impact our future operating results by effectively increasing our future cash tax obligations.

Risks Related to Non-U.S. Operations and Sales

We face risks of doing business abroad.

As we continue to invest in and expand portions of our business, we face exposure to the inherent risks of doing business abroad, including, but not limited to:

•lack of local knowledge or acceptance of our products and services;

•entrenched competitors;

•the need to adapt our products to meet local requirements;

•longer customer payment cycles in certain countries;

•limitations on the ability to repatriate funds to the United States;

•difficulties in protecting intellectual property, enforcing agreements and collecting receivables under certain foreign legal systems;

•compliance under the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws, including potential liability resulting from actions by our sales agents or other third-party intermediaries;

•the need to comply with local laws and regulations generally; and

Table of Contents

•in some countries, a higher risk of political instability, economic volatility, terrorism, corruption, social and ethnic unrest.

Fluctuations between foreign currencies and the U.S. dollar could adversely affect our financial results.

We derived approximately 10% of our total revenue for each of the fiscal years ended March 31, 2025, 2024 and 2023 from our international operations. The financial position and results of operations of our international business are primarily measured using the foreign currency in the jurisdiction of operation of such business as the functional currency. As a result, we are exposed to currency fluctuations both in receiving cash from our international operations and in translating our financial results into U.S. dollars. For example, foreign exchange rates had an unfavorable impact on our revenue of $2.8 million for the fiscal year ended March 31, 2025. We have operations in various foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. Our principal currency exposures relate to the Australian dollar, British pound, Canadian dollar, euro, Mexican peso and Singapore dollar. Assets and liabilities of our international operations are translated at the exchange rate in effect at each balance sheet date. Our income statement accounts are translated at the average rate of exchange during the period. Any strengthening of the U.S. dollar against the relevant foreign currency reduces the amount of income we recognize from our international operations. In addition, certain of our international operations generate revenue in the applicable local currency or in currencies other than the U.S. dollar, but purchase inventory and incur costs primarily in U.S. dollars. While, from time to time, we may enter into hedging arrangements with respect to foreign currency exposures, variations in exchange rates may adversely impact our results of operations and profitability. The risks we face in foreign currency transactions and translation may continue to increase as we further develop and expand our international operations.

Sales to clients outside the United States or with international operations expose us to risks inherent to international businesses, which may include adverse impacts arising out of international regulatory changes.

Our international revenues represented approximately 10% of our total revenue for each of the fiscal years ended March 31, 2025, 2024 and 2023. Part of our growth strategy involves expanding our international operations and worldwide client base. We cannot assure you that our international expansion efforts will be successful and our experience in the United States may not be relevant to our ability to expand in any international market.

Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the United States. Export control regulations in the United States may increasingly be implicated in our operations as we expand internationally. These regulations may limit the export of our solution and provision of our solution outside of the United States, or may require export authorizations, including by license, a license exception or other appropriate government authorizations, including annual or semi-annual reporting and the filing of an encryption registration. Operating in international markets exposes us to changes in foreign governmental regulations, tariffs, trade relations, or other governmental actions that would have a direct or indirect adverse impact on our business and market opportunities. Changes in export or import laws, or corresponding sanctions, may delay the introduction and sale of our solution in international markets, or, in some cases, prevent the export or import of our solution to certain countries, regions, governments, persons or entities altogether, which could adversely affect our business, financial condition and results of operations.

U.S. tariff policy could increase our costs and affect our financial results.

Our operations and those of our customers depend upon favorable trade relations between the U.S. and those foreign countries in which our customers, subcontractors and materials suppliers have

Table of Contents

operations. Changes in tariff or other trade policies, including the recently announced U.S. tariffs or other changes in the current tariff structures or export compliance, could have a material effect on our operations and financial results.

Changes in macroeconomic and geopolitical conditions can affect our growth, business and results of operations.

Our business may be impacted by sustained uncertainty about global economic conditions; continued negative economic trends or instability; heightened trade and geopolitical tension abroad or among other countries in which we operate or from which we procure product; civil unrest; political and geopolitical instability and crises; military conflict; or another recession. Changes in global economic conditions could impact our growth, profitability and cash flows as a result of lower customer demand and increased pricing pressure. We may not be able to adequately adjust our cost structure in a timely fashion to remain competitive, which may cause our profitability to suffer.

Our business is subject to the risks of fire, floods and other natural catastrophic events, and to interruption by man-made problems such as computer viruses, data security breaches or terrorism.

Across our business, we and our third-party providers manage complex operational and logistical arrangements including warehouses and distribution centers. Our facilities or those of our third-party providers could be subject to catastrophic loss or business interruptions due to extreme weather events, including as a result of climate change (such as drought, wildfires and increased storm severity and frequency), earthquakes, tornadoes, floods, hurricanes, fire, power loss, telecommunication and information systems failure or other similar events. We maintain disaster recovery and business continuity plans that would be implemented in the event of incidents such as severe weather events; however, we cannot be certain that our plans will fully protect us or our third-party providers. Our insurance coverage may be insufficient to recover all such losses or we may not be able to reestablish our operations and, as a result, our customers or suppliers may experience material disruptions in their operations as a result of such events, which could materially and adversely affect our business, financial condition and results of operations. Additionally, prolonged health concerns or political or governmental developments in countries in which we or our customers, partners and service providers operate could result in economic, social or labor instability, slow our sales process, result in customers not purchasing or renewing our learning platform or failing to make payments, and could otherwise have a material adverse effect on our business and our results of operations and financial condition.

We are also vulnerable to effects of man-made incidents such as computer viruses and data security breaches (see “—Operational, Legal and Compliance Risks—Operational disruptions, malfunctions or intentional hacking of our technological systems such as our hosting systems and delivery platforms, or the technological systems of the third parties on which we rely, could adversely affect our operations or business and cause financial loss and reputational damage.”), terrorism and war.

Impacts of any of these events at a key facility could affect our business and our employees, disrupt our daily business and/or restrict our ability to provide products to our customers. Further, if a natural disaster or man-made incident were to result in telecommunication or electrical failure or affect internet service providers, our customers’ abilities to access and use our learning platforms could be adversely affected. Although we maintain incident management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made incident, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities and lengthy interruptions in service, any of which could adversely affect our business, results of operations and financial condition.

Table of Contents

Risks Related to Our Relationship with Platinum and Being a “Controlled Company”

After the completion of this offering, we will be a “controlled company” within the meaning of NYSE rules and, as a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. Our stockholders will not have the same protections afforded to stockholders of other companies that are subject to such requirements.

After the completion of this offering, Platinum will continue to control approximately 86.5% of the voting power of our outstanding Common Stock (or 84.6% of the voting power of all of our outstanding shares of Common Stock if the underwriters exercise in full their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder), and thus, hold more than a majority of the voting power of our outstanding Common Stock entitled to vote generally in the election of directors. Because Platinum will hold more than 50% of the voting power of our outstanding Common Stock, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE and may elect not to comply with certain corporate governance requirements, including the requirements that within one year of the date of the listing of our Common Stock:

•a majority of the members of our board of directors are “independent directors” as defined under the rules of the NYSE;

•our board of directors has a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•our director nominations be made, or recommended to the full board of directors, by our independent directors or by a nominations committee that is composed entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process; and

•we complete an annual performance evaluation of our compensation and nominating and corporate governance committees.

Following this offering, we intend to utilize some of these exemptions. For example, we do not intend to have a majority of independent directors, our compensation and nominating and corporate governance committees may not be composed entirely of independent directors, and we may not perform annual performance evaluations with respect to such committees. The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. In the event that we cease to be a “controlled company,” we will be required to comply with the above referenced requirements within one year.

In addition, in response to the adoption of Rule 10C-1 under the Exchange Act, by the Securities and Exchange Commission (the “SEC”), the national securities exchanges (including the NYSE) adopted amendments to their existing listing standards to comply with provisions of Rule 10C-1, which require, among other things, that:

•compensation committees be composed of fully independent directors, as determined pursuant to new and existing independence requirements;

•compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel and other committee advisers; and

•compensation committees be required to consider, when engaging compensation consultants, legal counsel or other advisers, certain independence factors, including factors that examine the relationship between the consultant or adviser’s employer and us.

Table of Contents

As a “controlled company,” we will not be subject to these compensation committee independence requirements.

Platinum controls us, and its interests may conflict with ours or other stockholders’ in the future.

After the completion of this offering, Platinum will continue to hold more than a majority of the voting power of our outstanding Common Stock entitled to vote generally in the election of directors. Platinum will be able to control the election and removal of our directors and thereby control our policies and operations, including the appointment of management, future issuances of our Common Stock or other securities, payment of dividends, if any, on our Common Stock, the incurrence or modification of indebtedness by us, amendment of our second amended and restated certificate of incorporation and amended and restated bylaws and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with the interests of our other stockholders. This concentration of voting control could deprive stockholders of an opportunity to receive a premium for their shares of Common Stock as part of a sale of our company and ultimately might affect the market price of our Common Stock. This concentration of ownership may also adversely affect our share price.

The Investor Rights Agreement will grant Platinum the right to nominate for election to our board of directors no fewer than that number of directors that would constitute: (i) a majority of the total number of directors so long as Platinum beneficially owns at least 40% of the then-outstanding capital stock of the Company; (ii) 40% of the total number of directors so long as Platinum owns at least 30% but less than 40% of the then-outstanding capital stock of the Company; (iii) 30% of the total number of directors so long as Platinum owns at least 20% but less than 30% of the then-outstanding capital stock of the Company; (iv) 20% of the total number of directors so long as Platinum owns at least 10% but less than 20% of the then-outstanding capital stock of the Company; and (v) 10% of the total number of directors so long as Platinum owns at least 5% but less than 10% of the then-outstanding capital stock of the Company. These nomination rights are further described in the sections titled “Certain Relationships and Related Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement” and “Management—Board Composition.”

Platinum will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our directors and officers and the power to approve or deny the amendment of certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws. In the event that Platinum ceases to own shares of our stock representing 40% of the total voting power, for so long as Platinum continues to own a significant percentage of our stock, it will still be able to significantly influence or effectively control the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power. The Investor Rights Agreement along with our second amended and restated certificate of incorporation will entitle Platinum, for so long as Platinum has the right to nominate for election to our board of directors at least one director pursuant to the Investor Rights Agreement, to (i) designate a director nominated by Platinum who is then-serving on our board of directors as the chair of our board of directors and (ii) include, on each committee of our board of directors, at least one director nominated by Platinum, except to the extent such membership would violate applicable securities laws or stock exchange or stock market rules, or where the sole purpose of such committee is to address actual or potential conflicts of interest between Platinum and the Company. See “Certain Relationships and Related Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement.” In addition, pursuant to the Investor Rights Agreement, for so long as Platinum has the right to nominate for election to our board of directors at least one director pursuant to the Investor Rights Agreement, upon Platinum's request, the Company will vote its shares in any subsidiary of the Company so as to elect a number of persons designated by Platinum to the board of directors or other similar governing body (or any committee thereof) of any subsidiary of the Company in proportion to Platinum's representation on our board of directors. Certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws may be amended only by the affirmative vote of the holders of at least 66 and 2/3% in voting power of the outstanding shares of our stock entitled to vote in the event Platinum beneficially owns less than 40% of the total voting power of all then-outstanding shares of our stock

Table of Contents

entitled to vote generally in the election of directors; provided, however, that any such alteration or amendment which would adversely affect the rights of Platinum set forth in our second amended and restated certificate of incorporation or our amended and restated bylaws shall require the prior written consent of Platinum, which rights are summarized in “Description of Capital Stock—Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws and Provisions of Delaware Law—Classified Board; Board Size, Quorum, Removal of Directors; Vacancies; Advance Notice for Raising Business or Making Nominations at Meetings, Actions by Written Consent; Special Meetings of Stockholders, Amendments to the Company’s Certificate of Incorporation and Bylaws,” “Description of Capital Stock—Business Combinations” and “Description of Capital Stock—Corporate Opportunity.” This would provide Platinum with a consent right over any such amendments.

Platinum is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or whose interests are otherwise not aligned with ours. Our second amended and restated certificate of incorporation will provide that neither Platinum nor any of its affiliates or any director who is not employed by us or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Platinum and its affiliates also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

Among other things, these provisions:

•entitle Platinum, for so long as Platinum has the right to nominate for election to our board of directors at least one director pursuant to the Investor Rights Agreement, to designate a director nominated by Platinum who is then-serving on our board of directors as the chair of our board of directors;

•permit our board of directors to establish the number of directors; provided, however, that prior to the date that Platinum beneficially owns less than 40% of the total voting power of all then-outstanding shares of our stock entitled to vote generally in the election of directors, the prior written consent of Platinum is required in order to increase the number of directors to a number exceeding nine;

•permit our board of directors to fill vacancies and newly created directorships, subject to the rights granted to Platinum pursuant to our second amended and restated certificate of incorporation and the Investor Rights Agreement;

•establish a classified board of directors, as a result of which our board of directors will be divided into three classes, with each class serving for staggered three-year terms;

•provide for the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 and 2/3% of the shares of Common Stock entitled to vote generally in the election of directors if Platinum and its affiliates cease to beneficially own at least 40% of shares of Common Stock entitled to vote generally in the election of directors;

•provide that, for so long as Platinum has the right to nominate for election to our board of directors at least one director pursuant to the Investor Rights Agreement, unless otherwise

Table of Contents

agreed by Platinum, each committee of our board of directors will include at least one director nominated by Platinum, except to the extent such membership would violate applicable securities laws or stock exchange or stock market rules, or where the sole purpose of such committee is to address actual or potential conflicts of interest between Platinum and the Company;

•provide for the ability of our board of directors to issue one or more series of preferred stock, including “blank check” preferred stock;

•designate Delaware as the sole forum for certain litigation against us;

•provide for advance notice requirements for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual stockholder meetings;

•provide certain limitations on convening special stockholder meetings in the event Platinum beneficially owns less than 40% of the voting power of all outstanding shares of our stock entitled to vote generally in the election of directors;

•prohibit cumulative voting in the election of directors;

•provide that actions by our stockholders be taken only at an annual or special meeting of our stockholders, and not by written consent, in the event Platinum beneficially owns less than 40% of the voting power of all outstanding shares of our stock entitled to vote generally in the election of directors;

•require that prior to the date that Platinum beneficially owns less than 30% of the total voting power of all then-outstanding shares of our stock entitled to vote generally in the election of directors, a quorum for the transaction of business at all meetings of the board of directors must include at least one director nominated by Platinum;

•provide (i) that the board of directors is expressly authorized to alter or repeal our amended and restated bylaws and (ii) that our stockholders may only amend our amended and restated bylaws with the approval of 66 and 2/3% or more of all of the outstanding shares of our stock entitled to vote, in the event Platinum beneficially owns less than 40% of the total voting power of all then-outstanding shares of our stock entitled to vote generally in the election of directors; provided, however, that any such alteration or amendment which would adversely affect the rights of Platinum set forth in our second amended and restated certificate of incorporation or our amended and restated bylaws shall require the prior written consent of Platinum, which rights are summarized in “Description of Capital Stock—Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws and Provisions of Delaware Law—Classified Board; Board Size, Quorum, Removal of Directors; Vacancies; Advance Notice for Raising Business or Making Nominations at Meetings, Actions by Written Consent; Special Meetings of Stockholders, Amendments to the Company’s Certificate of Incorporation and Bylaws,” “Description of Capital Stock—Business Combinations” and “Description of Capital Stock—Corporate Opportunity.” This would provide Platinum with a consent right over any such amendments;

•provide that certain provisions of our second amended and restated certificate of incorporation may be amended only by the affirmative vote of the holders of at least 66 and 2/3% in voting power of the outstanding shares of our stock entitled to vote, in the event Platinum beneficially owns less than 40% of the total voting power of all then-outstanding shares of our stock entitled to vote generally in the election of directors; provided, however, that any such alteration or amendment which would adversely affect the rights of Platinum set forth in our second amended and restated certificate of incorporation or our amended and restated bylaws shall require the prior written consent of Platinum, which rights are summarized in “Description of Capital Stock—Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws and Provisions of Delaware Law—Classified Board; Board Size, Quorum, Removal of Directors; Vacancies; Advance Notice for Raising Business or Making Nominations at Meetings, Actions by Written Consent; Special

Table of Contents

Meetings of Stockholders, Amendments to the Company’s Certificate of Incorporation and Bylaws,” “Description of Capital Stock—Business Combinations” and “Description of Capital Stock—Corporate Opportunity.” This would provide Platinum with a consent right over any such amendments; and

•provide that no decrease in the authorized number of directors shall shorten the term of any incumbent director, including, without limitation, any Platinum director.

Any provision of our second amended and restated certificate of incorporation, amended and restated bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock and could also affect the price that some investors are willing to pay for our Common Stock. In addition, our stockholders may be limited in their ability to obtain a premium for their shares. See “Description of Capital Stock.”

In addition, pursuant to the Investor Rights Agreement, Platinum will have the right to designate nominees to our board of directors subject to the maintenance of certain ownership requirements with respect to shares of our capital stock. See “Certain Relationships and Related Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement.” The Investor Rights Agreement also provides that we will not, without the prior consent of Platinum, grant to any person the right to require that we register any securities or the right to require that we include securities owned by such person in any registration by us, unless under the terms of such arrangement Platinum may include securities in such registration and then only to the extent that the inclusion of securities owned by such person does not limit the number of registrable securities included or adversely affect the offering price. In addition, subject to the terms of the Investor Rights Agreement, we will not effect a stock split, recapitalization or take any similar action with respect to our shares of Common Stock that would materially and adversely affect the ability of Platinum to include registrable securities in a registration statement pursuant to the Investor Rights Agreement or that would adversely affect the marketability of such registrable securities in such registration statement in any material respect.

Risks Related to Our Organizational Structure

McGraw Hill, Inc. is a holding company. Our sole material asset after completion of this offering is our indirect equity interest in McGraw-Hill Education, Inc. and, as such, we will depend on our subsidiaries for cash to fund all of our expenses.

McGraw Hill, Inc. is a holding company and will have no material assets other than our ownership of the stock of McGraw-Hill Education, Inc. Our ability to pay cash dividends will depend on the payment of distributions by our current and future subsidiaries, including McGraw-Hill Education, Inc., and such distributions may be restricted by covenants in our Credit Agreements and the Indentures and by any future agreements governing their indebtedness.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

The Company and its subsidiaries are subject to taxes by the U.S. federal, state, local and non-U.S. tax authorities. The future effective tax rates applicable to the Company and its subsidiaries as a group could be subject to volatility or adversely affected by a number of factors, including changes in the valuation of our deferred tax assets and liabilities, tax effects of stock-based compensation or changes in tax laws, regulations or interpretations thereof. In addition, we and our subsidiaries may be subject to audits of our income, sales and other taxes by U.S. federal, state, local and non-U.S. taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

Table of Contents

Risks Related to this Offering and Ownership of Our Common Stock

No market currently exists for our Common Stock, and an active, liquid trading market for our Common Stock may not develop, which may cause shares of our Common Stock to trade at a discount from the initial offering price and make it difficult for stockholders to sell the shares of Common Stock they purchase.

Prior to this offering, there has not been a public trading market for shares of our Common Stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, stockholders may have difficulty selling their shares of our Common Stock at an attractive price or at all. The initial public offering price per share of Common Stock will be determined by negotiations between us, the selling stockholder and the underwriters, and may not be indicative of the price at which shares of our Common Stock will trade in the public market after this offering. The market price of our Common Stock may decline below the initial offering price and stockholders may not be able to sell their shares of our Common Stock at or above the price they paid in this offering, or at all.

Stockholders will incur immediate and substantial dilution.

We anticipate the initial public offering price per share of our Common Stock will be substantially higher than the as further adjusted net tangible book value (deficit) per share of our Common Stock. Therefore, investors who purchase shares of our Common Stock in this offering will pay a price per share that substantially exceeds our as further adjusted net tangible book value (deficit) per share after this offering. Such investors will experience immediate dilution of $37.59 per share, representing the difference between our as further adjusted net tangible book value (deficit) per share after giving effect to the Offering Reorganization Transactions, this offering and the assumed initial public offering price. Furthermore, such investors may experience additional dilution upon future equity issuances, upon the exercise of options to purchase our Common Stock granted to our employees, executive officers and directors under the 2021 Plan and the 2025 Plan (which we intend to adopt in connection with this offering), or upon the grant of restricted stock units under the 2025 Plan. See “Dilution.”

Failure to comply with requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business and the price of our Common Stock, and could result in our financial statements becoming unreliable.

As a privately held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by the rules and regulations of the SEC regarding compliance with Section 404 of the Sarbanes-Oxley Act (“Section 404”). Upon consummation of this offering, we will become a public reporting company subject to the rules and regulations established from time to time by the SEC and the NYSE. These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a publicly traded company will place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal control over financial reporting, we may not be able to produce reliable financial reports and will be less able to detect and prevent fraud.

In addition, as a publicly traded company, we will be required to document and test our internal control over financial reporting pursuant to Section 404 so that our management can certify as to the effectiveness of our internal control over financial reporting. We will be required to comply with Section 404 in full (including an auditor attestation on management’s internal controls report) in our annual report on Form 10-K for the year following our first annual report required to be filed with the SEC (subject to any change in applicable SEC rules). In addition, when our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost of our compliance with the rules and regulations of the SEC over Section 404 will correspondingly

Table of Contents

increase. Section 404(a) requires that, beginning with our second annual report following our initial public offering, management assess and report annually on the effectiveness of our internal control over financial reporting and identify any material weaknesses in our internal control over financial reporting. Section 404(b) requires our independent registered public accounting firm to issue an annual report that attests to the effectiveness of our internal control over financial reporting as of the end of the fiscal year. We expect our first Section 404(a) assessment will take place for our annual report for the fiscal year ending March 31, 2027. We are in the process of evaluating our internal controls systems to allow management to report on, and our independent registered public accounting firm to audit, the effectiveness of our internal controls over financial reporting.

Upon completion of this process, we may identify control deficiencies of varying degrees of severity under applicable SEC and the Public Company Accounting Oversight Board (the “PCAOB”) rules and regulations that require remediation. As a publicly traded company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

To comply with the requirements of being a publicly traded company, we have undertaken various actions, and may need to take additional actions, such as implementing and enhancing our internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, if we are required to make restatements of our financial statements, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy, completeness or reliability of our financial reports and the trading price of our Common Stock may be adversely affected, and we could become subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to the capital markets.

Further, failure to comply with applicable laws and regulations and failure to maintain an effective system of internal controls may subject us to fines or sanctions and incurrence of substantial legal fees and costs. Our operating expenses could increase due to implementation of and compliance with existing and future laws and regulations or remediation measures that may be required if we are found to be noncompliant with any existing or future laws or regulations.

Our stock price may change significantly following this offering, and stockholders may not be able to resell shares of our Common Stock at or above the price paid or at all, and could lose all or part of their investment as a result.

We, the selling stockholder and the underwriters will negotiate to determine the initial public offering price. Stockholders may not be able to resell their shares at or above the initial public offering price due to a number of factors such as those listed in “—Risks Related to Our Customer Markets” and the following:

•results of operations that vary from the expectations of securities analysts and investors;

Table of Contents

•results of operations that vary from those of our competitors compared to market expectations;

•changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•changes in market valuations of, or earnings and other announcements by, companies in our industry;

•declines in the market prices of stocks generally, particularly those of information technology companies;

•departures of key management personnel;

•strategic actions by us or our competitors;

•announcements by us, our competitors or our vendors of significant contracts, price reductions, new products or technologies, acquisitions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;

•changes in preference of our customers;

•changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer spending environment;

•changes in business or regulatory conditions which adversely affect our industry or us;

•future issuances, exchanges or sales, or expected issuances, exchanges or sales of our Common Stock or other securities;

•investor perceptions of or the investment opportunity associated with our Common Stock relative to other investment alternatives;

•investors’ responses to press releases or other public announcements by us or third parties, including our filings with the SEC;

•adverse resolutions relating to new or pending litigation or governmental investigations;

•guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

•the development and sustainability of an active trading market for our stock;

•changes in accounting principles; and

•other events or factors, including those resulting from informational technology system failures and disruptions, natural disasters, war, acts of terrorism or responses to these events.

Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were to become involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

Table of Contents

Because we have no current plans to pay cash dividends on our Common Stock or to repurchase shares, stockholders may not receive any return on investment unless they sell their Common Stock for a price greater than that which they paid for it.

We currently expect to retain all available funds and future earnings for use in the operation and expansion of our business, as well as the repayment of debt, and have no current plans to pay dividends on our Common Stock or to repurchase shares. The declaration, amount and payment of any future dividends on our Common Stock will be at the sole discretion of our board of directors. In making such decisions regarding any future dividends, our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual and tax implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our Credit Agreements, the Notes and other indebtedness we may incur and such other factors as our board of directors may deem relevant. See “Dividend Policy.”

As a result, stockholders may not receive any return on an investment in our Common Stock unless they sell our Common Stock for a price greater than their purchase price.

If securities or industry analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our Common Stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts stop covering us or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Changes in tax laws may impact the tax treatment of income or gains on our Common Stock.

The tax treatment of the Common Stock may be subject to change, including changes in tax laws and regulations or interpretations of such laws. You should consult your tax advisor regarding the potential application of proposed legislation or regulations. We cannot predict whether any particular change in tax law will be enacted or, if enacted, what the specific provisions or the effective date of any such change would be, or whether it would have any effect on holders or beneficial owners of our Common Stock.

We will incur significantly increased costs and become subject to additional regulations and requirements as a result of becoming a publicly traded company, and our management will be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.

As a publicly traded company, we will incur significant legal, regulatory, finance, accounting, investor relations and other expenses that we have not incurred as a privately held company, including costs associated with applicable reporting requirements. As a result of having publicly traded Common Stock, we will also be required to comply with, and incur costs associated with such compliance with, the Sarbanes-Oxley Act and the Dodd-Frank Act, the PCAOB, as well as rules and regulations implemented by the SEC and the NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We anticipate that these costs will materially increase our general and administrative expenses. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements, including expanded corporate governance standards, diverting the attention of management away from revenue-producing activities.

In addition, these laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to

Table of Contents

accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a publicly traded company, we could be subject to delisting of our Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.

If we or our selling stockholder sell additional shares of our Common Stock after this offering or are perceived by the public markets as intending to sell them, including pursuant to exceptions in contractual lock-up agreements, or the expiration of the Lock-Up Period, and the anticipation of such events, the market price of our Common Stock could decline.

The sale of substantial amounts of shares of our Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our Common Stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of 191,001,519 shares of our Common Stock outstanding. All of the shares of our Common Stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act by persons other than our “affiliates,” as that term is defined under Rule 144 of the Securities Act (“Rule 144”). See “Shares Eligible for Future Sale.”

We, our directors, executive officers and holders of substantially all of the outstanding stock of McGraw Hill, Inc. immediately prior to this offering, including Platinum, have agreed, subject to certain exceptions, not to sell, dispose of or hedge any shares of our Common Stock or securities convertible into or exchangeable for shares of our Common Stock for 180 days from the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC on behalf of the underwriters. See “Underwriting.”

Furthermore, each holder of securities convertible into or exercisable or exchangeable for Common Stock that has not delivered a lock-up agreement described above is subject to the market standoff provisions set forth in certain employee stock option agreements, pursuant to which each such holder has agreed not to sell or otherwise transfer securities during the 180-day lock-up period. We have agreed to enforce all such market standoff restrictions on behalf of the underwriters and not to amend or waive any such market standoff provisions during the 180-day lock-up period without the prior consent of Goldman Sachs & Co. LLC, provided that we may release shares from such restrictions to the extent such shares would be entitled to release under the form of lock-up agreement with the underwriters signed by our directors and executive officers, the selling stockholder, and certain other record holders of our securities as described herein.

Upon the expiration of the lock-up agreements and market standoff provisions described above, all of such shares will be eligible for resale in the public market, subject in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that Platinum will continue to be considered an affiliate following the expiration of the lock-up period based on its expected shares of ownership and its board nomination rights. Certain other of our stockholders may also be considered affiliates at that time. However, subject to the expiration or waiver of the 180-day lock-up period, Platinum will have the right, subject to certain exceptions and conditions, to require us to register its shares of Common Stock under the Securities Act, and it will have the right to participate in future registrations of securities by us. See “Certain Relationships and Related Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement.” Registration of any of these outstanding shares of Common Stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.” By exercising its registration rights and selling a large number of shares, Platinum could cause the prevailing market price of our shares of Common Stock to decline. These factors could make it more difficult for us to raise additional funds through future offerings of our shares of Common Stock or other securities.

Table of Contents

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Common Stock or securities convertible into or exchangeable for shares of our Common Stock issued pursuant to the 2021 Plan and/or the 2025 Plan that we intend to adopt in connection with this offering. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market subject to certain Rule 144 limitations applicable to affiliates and the terms of lock-up agreements and market standoff provisions applicable to these shares. We expect that the initial registration statement on Form S-8 will cover 24,119,587 shares of our Common Stock.

If our directors, executive officers or significant stockholders sell a substantial amount of our Common Stock or are perceived by the public markets as intending to sell them, the market price of our Common Stock could decline or may make it more difficult for stockholders to sell their shares at a price they deem appropriate.

Sales of a substantial amount of shares of our Common Stock in the public market, particularly sales by our directors, executive officers and significant stockholders, or the perception that these sales could occur, could cause the market price of our Common Stock to decline and may make it more difficult for stockholders to sell their Common Stock at a time and price that they deem appropriate. Upon completion of this offering, we will have a total of 191,001,519 shares of our Common Stock outstanding. Our executive officers, directors and the holders of substantially all of our capital stock and securities convertible into or exchangeable for our capital stock have entered into market standoff agreements with us or have entered into lock-up agreements with the underwriters under which they have agreed, subject to specific exceptions described in the section titled “Underwriting,” not to sell, directly or indirectly, any shares of Common Stock without the permission of Goldman Sachs & Co. LLC on behalf of the underwriters for a period of 180 days following the date of this prospectus. We refer to such period as the “lock-up period.” When the lock-up period expires, we and our security holders subject to a lock-up agreement or market stand-off agreement will be able to sell our shares in the public market. See “Shares Eligible for Future Sale” for more information. Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, the perception that such sales may occur or early release of these agreements could cause our market price to fall or make it more difficult for shareholders to sell their Common Stock at a time and price that they deem appropriate.

Our board of directors will be authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

Our second amended and restated certificate of incorporation will authorize our board of directors, without the approval of our stockholders, to issue 100,000,000 shares of our preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of our second amended and restated certificate of incorporation, as shares of preferred stock in series, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The powers, preferences and rights of these additional series of preferred stock may be senior to or on parity with our Common Stock, which may reduce its value.

Claims for indemnification by our directors, officers or Platinum Advisors may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our amended and restated bylaws will provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”).

Table of Contents

In addition, as permitted by Section 145 of the DGCL, our amended and restated bylaws to be effective immediately prior to the completion of this offering and our indemnification agreements that we will enter into prior to the consummation of this offering with our directors and officers provide that:

•we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by the DGCL, which provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

•we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

•we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that any such person is not entitled to indemnification;

•we will not be obligated pursuant to our amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification;

•the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

•we may not retroactively amend our amended and restated bylaws provisions to reduce our indemnification obligations to directors, officers, employees and agents.

The Investor Rights Agreement will contain indemnification and contribution provisions by us for the benefit of Platinum, each of its representatives and affiliates and each underwriter of registrable securities, to the fullest extent permitted by applicable law, subject to certain limited exceptions, including that we will not be liable to the extent any loss arises out of any untrue statement or omission included in any registration statement, prospectus or related document in reliance on information provided by Platinum or such underwriter stated to be used in such registration statement, prospectus or related document. In addition, the Investor Rights Agreement will provide that if we retain Platinum Advisors to provide corporate and advisory services to us, then we will reimburse Platinum Advisors for all third party costs incurred in rendering such services and indemnify Platinum Advisors against all liabilities incurred in connection with such services, subject to certain exceptions. See “Certain Relationships and Related Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement.”

Our second amended and restated certificate of incorporation will contain exclusive forum provisions for certain stockholder litigation matters, which would limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our second amended and restated certificate of incorporation that will be in effect upon completion of this offering will provide, subject to limited exceptions, that unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of any fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or agents to us or our stockholders, creditors or other constituents, or a claim of aiding and abetting any such breach of fiduciary duty, (3) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the DGCL or our

Table of Contents

second amended and restated certificate of incorporation or amended and restated bylaws, (4) any action to interpret, apply, enforce or determine the validity of the second amended and restated certificate of incorporation or amended and restated bylaws, (5) any action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine of the State of Delaware or (6) any action asserting an “internal corporate claim,” as that term is defined in Section 115 of the DGCL. As described below, this provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Our second amended and restated certificate of incorporation also provides that, unless we consent in writing to the selection of an alternative forum, the U.S. federal district courts will be the exclusive forum for the resolution of any actions or proceedings asserting claims arising under the Securities Act against us or any of our directors, officers or other employees.

To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Neither the exclusive forum provision nor the federal forum provision of our second amended and restated certificate of incorporation will apply to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. However, our second amended and restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, contains a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Our decision to adopt such a federal forum provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurances that federal or state courts will follow the holding of the Delaware Supreme Court or determine that our federal forum provision should be enforced in a particular case, application of our federal forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our second amended and restated certificate of incorporation, including the federal forum provision. Additionally, our stockholders cannot waive compliance with the federal securities laws and rules and regulations thereunder. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “projects,” “intends,” “plans,” “may,” “will,” “should” or “seeks,” or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus, including in the sections entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, however; we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the developments in the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the developments in the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results of operations, financial condition and liquidity or developments may not be indicative of results or developments in subsequent periods.

Any forward-looking statements we make in this prospectus speak only as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. Such risks, uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth above under “Risk Factors,” and the following:

•the incurrence of substantial costs in connection with this offering;

•the competition our products and services face;

•our investments in new products and distribution channels and entry into new markets;

•our failure to win new adoptions or reductions in anticipated levels of federal, state and local education funding available;

•the order patterns and payment schedules of customers and high degree of seasonality related to our business;

•changes in policy and funding shifts, including the potential reorganization or dismantlement of the U.S. Department of Education, and the impact on our cost of development and implementation strategies;

•the effect of various political and economic issues and our ability to comply with laws and regulations we are subject to, both in the United States and internationally;

•our ability to adjust to developments in the economic or regulatory environment;

•increased availability of other free or inexpensive products and customer expectations related to lower prices;

Table of Contents

•current and potential litigation involving us;

•malfunction or intentional hacking of our technological systems;

•compliance with privacy, accessibility and other laws and adequate protection of personal data;

•defects in and an increase in unauthorized copying and distribution of our products;

•our ability to defend challenges to our intellectual property rights in our products;

•a material and sustained reduction in enrollment at colleges and universities;

•our reliance on third-party distributors and the effects of consolidation in the distribution and retail channels;

•costs and supply of paper products;

•large returns or changes in customer and/or reseller orders;

•our ability to retain and attract qualified authors, employees and key personnel;

•the global nature of our business, including the various laws and regulations applicable to us and fluctuations between foreign currencies and the U.S. dollar, including the imposition of new or increased tariffs or export controls;

•general economic conditions, including industry and market conditions, inflationary pressures, interest rate fluctuations and volatility;

•our financing efforts, including our financial leverage and outstanding indebtedness;

•our ability to make accurate assumptions or estimations in preparing our financial statements and our ability to correctly implement any required changes based on such assumptions or estimations;

•our ownership structure;

•rapidly changing expectations and standards on various environmental, social and governance matters and initiatives;

•our stock price may be volatile and you may not be able to sell shares at or above the price at which you executed your purchase;

•we do not anticipate paying dividends or repurchasing shares in the foreseeable future;

•our dependence upon McGraw-Hill Education, Inc. and its controlled subsidiaries for our results of operations, cash flows and distributions; and

•our status as a “controlled company” and the extent to which Platinum’s interests following this offering conflict with our or your interests.

Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds from the sale of 24,390,000 shares of Common Stock that we are selling in this offering will be approximately $466.6 million at an assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of Common Stock from the selling stockholder, we will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholder in this offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus) would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $23.1 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of one million shares in the number of shares sold in this offering by us, as set forth of the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $19.4 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We do not expect that a change in the offering price or the number of shares by these amounts would have a material effect on our intended use of the net proceeds from this offering.

We intend to use our net proceeds from this offering to repay approximately $466.6 million of outstanding borrowings under the A&E Term Loan Facility.

On February 6, 2025, we entered into an amendment to the Cash Flow Credit Agreement, pursuant to which the applicable margin of all term loans outstanding under the Cash Flow Credit Agreement was reduced by 75 basis points. The maturity date of the A&E Term Loan Facility and other terms therein were unchanged in connection with the amendment. The A&E Term Loan Facility matures on August 6, 2031 and is subject to 1% annual amortization payable in equal quarterly installments. See “Description of Material Indebtedness—A&E Cash Flow Credit Facilities.” As of March 31, 2025, $1,109.5 million ($1,160.4 million face value less unamortized discount and deferred financing costs) of borrowings were outstanding under the A&E Term Loan Facility. Following the consummation of this offering and use of proceeds therefrom, we expect to have approximately $642.9 million ($693.8 million face value less unamortized discount and deferred financing costs) of borrowings outstanding thereunder.

The interest rate applicable to borrowings under the A&E Term Loan Facility is based on either, at our option, (1) the base rate, subject to a floor of 1.50% per annum, plus an applicable margin (which is 2.25% for the A&E Term Loan Facility) or (2) Term SOFR, subject to a floor of 0.50% per annum, plus an applicable margin (which is 3.25% for the A&E Term Loan Facility).

Table of Contents

DIVIDEND POLICY

We currently expect to retain all available funds and future earnings for use in the operation and expansion of our business and have no current plans to pay dividends on our Common Stock. The declaration, amount and payment of any future dividends on our Common Stock will be, subject to compliance with applicable law, at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual and tax implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, including restrictions under our ABL Revolving Credit Facilities, Cash Flow Credit Agreement, Indentures and other indebtedness or preferred securities we may incur or issue and such other factors as our board of directors may deem relevant. If we elect to pay such dividends in the future, we may reduce or discontinue entirely the payment of such dividends at any time.

McGraw Hill, Inc. is a holding company with no material assets other than indirect ownership of the stock of McGraw-Hill Education, Inc., and its operations are conducted through its wholly owned subsidiaries. Our operating subsidiaries are currently subject to certain restrictions and covenants under the ABL Revolving Credit Facilities, Cash Flow Credit Agreement and Indentures. Our ability to pay cash dividends will depend on the payment of distributions by our current and future subsidiaries, including McGraw-Hill Education, Inc., and such distributions may be restricted as a result of contractual agreements, including any future agreements governing their indebtedness. See “Risk Factors—Risks Related to Our Organizational Structure—McGraw Hill, Inc. is a holding company. Our sole material asset after completion of this offering is our indirect equity interest in McGraw-Hill Education, Inc. and, as such, we will depend on our subsidiaries for cash to fund all of our expenses.” These restrictions and covenants may restrict the ability of those entities to make distributions to McGraw Hill, Inc. See “Description of Material Indebtedness” and “Risk Factors—Risks Related to Strategic Initiatives and Financings—Our substantial indebtedness may restrict our ability to react to changes in the economy or our industry and exposes us to interest rate risk and risk of default and prevent us from fulfilling our obligations under the Credit Agreements, and the Notes, and other indebtedness.” Any additional financing arrangement we enter into in the future may include restrictive covenants that limit our subsidiaries’ ability to pay dividends to us. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our Common Stock.

Table of Contents

CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2025:

•on an actual basis;

•on an as adjusted basis to give effect to the effectiveness of the Offering Reorganization Transactions, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering; and

•on an as further adjusted basis to give effect to (i) the sale by us of 24,390,000 shares of Common Stock in this offering at an assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus) and (ii) the application of the net proceeds to be received by us as described in “Use of Proceeds.”

The as further adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this capitalization table together with the information contained in “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Material Indebtedness” as well as our consolidated financial statements and related notes included elsewhere in this prospectus.

Table of Contents


	As of March 31, 2025
($ in thousands, except per share data and par value)	Actual		As Adjusted		As Further Adjusted (1)
Cash and cash equivalents	$	389,830	$	389,830	$	389,830
Debt:
A&E Term Loan Facility (2)	$	1,109,494	$	1,109,494	642,913
A&E Cash Flow Revolving Facility (3)	—		—		—
Non-Extended Cash Flow Revolver Facility (3)	—		—		—
2022 Secured Notes (4)	805,805		805,805		805,805
2022 Unsecured Notes (5)	618,213		618,213		618,213
2024 Secured Notes (6)	644,210		644,210		644,210
A&E ABL Revolving Credit Facilities (7)	—		—		—
Other Indebtedness (8)	10,209		10,209		10,209
Total debt	$	3,187,931	$	3,187,931	$	2,721,350
Stockholders’ equity (deficit) (9)
Class A voting common stock, par value $0.01, 175.0 million shares authorized, 155,000,000 shares issued and outstanding; and no shares authorized, issued and outstanding, as adjusted and as further adjusted	$	1,550	$	—	$	—
Class B non-voting common stock, par value $0.01, 13.5 million shares authorized, 1,362,027 shares issued and outstanding; and no shares authorized, issued and outstanding, as adjusted and as further adjusted	13		—		—
Common Stock,par value $0.01, no shares authorized, issued and outstanding, actual; 166,611,519 shares issued and outstanding, as adjusted; and 191,001,519 shares issued and outstanding, as further adjusted	—		1,666		1,910
Additional paid-in capital	1,562,307		1,562,204		2,028,541
Accumulated deficit	(1,281,200)		(1,281,200)		(1,281,200)
Accumulated other comprehensive loss	(2,426)		(2,426)		(2,426)
Total stockholders’ equity (deficit)	280,244		280,244		746,825
Total capitalization	$	2,907,687	$	2,907,687	$	1,974,525

_____________

(1)Each $1.00 increase (decrease) in the assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus) would increase (decrease) the net proceeds we receive in this offering and each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $23.1 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, each increase (decrease) of one million shares in the number of shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase (decrease) our net proceeds from this offering and each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $19.4 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)The A&E Term Loan Facility is presented at $1,109.5 million ($1,160.4 million face value less unamortized discount and deferred financing costs).

(3)The A&E Cash Flow Revolving Facility and Non-Extended Cash Flow Revolver Facility provides for $111.3 million and $38.7 million, respectively, in revolving credit commitments. As of March 31, 2025, no amount was outstanding under the A&E Cash Flow Revolving Facility or the Non-Extended Cash Flow Revolver Facility.

Table of Contents

(4)The 2022 Secured Notes are presented at $805.8 million ($828.5 million face value less unamortized discount and deferred financing costs). The Company repurchased $71.5 million of the 2022 Secured Notes during the year ended March 31, 2023.

(5)The 2022 Unsecured Notes are presented at $618.2 million ($639.0 million face value less unamortized discount and deferred financing costs). The Company repurchased $50.0 million and $28.5 million of the 2022 Unsecured Notes during the years ended March 31, 2024 and 2023, respectively.

(6)The 2024 Secured Notes are presented at $644.2 million ($650.0 million face value less unamortized discount and deferred financing costs).

(7)The A&E ABL Revolving Credit Facilities provide for (i) a $265.0 million U.S. revolving credit facility, subject to U.S. borrowing base capacity and (ii) a $35.0 million non-U.S. revolving credit facility, subject to non-U.S. borrowing base capacity. As of March 31, 2025, there was no debt outstanding under the A&E ABL Revolving Credit Facilities.

(8)Represents certain finance lease obligations for computer systems, office equipment and vehicles. See Note 16, “Leases,” to our audited consolidated financial statements for further discussion of our finance leases.

(9)Stockholders’ equity (deficit) on an as further adjusted basis gives effect to this offering of shares of our Common Stock as contemplated by this prospectus, and does not give effect to any exercise of the underwriters’ option to purchase additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder for 30 days following the date of this prospectus.

For the fiscal year ended March 31, 2025, our interest expense (income), net was $293.4 million. After giving effect to the repayment of the A&E Term Loan Facility with the net proceeds from this offering as described in “Use of Proceeds”, as if such repayment had occurred on April 1, 2024, our interest expense (income), net would be $256.3 million, on an as further adjusted basis.

For the fiscal year ended March 31, 2025, on an as adjusted basis, our basic and diluted earnings (loss) per share would be $(0.52) after giving effect to the Offering Reorganization Transactions, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering, as if such event had occurred on April 1, 2024.

For the fiscal year ended March 31, 2025, on an as further adjusted basis, our basic and diluted earnings (loss) per share would be $(0.36) after giving effect to (i) the sale by us of 24,390,000 shares of Common Stock in this offering at an assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus) and (ii) the repayment of the A&E Term Loan Facility with the net proceeds from this offering as described in “Use of Proceeds”, as if such events had occurred on April 1, 2024.

The above discussion and table are based on 191,001,519 shares of our Common Stock outstanding as of March 31, 2025 and excludes the following:

•8,619,587 shares of Common Stock issuable upon the exercise of outstanding stock options under the 2021 Plan, each with an exercise price of $14.08 per share, of which 2,195,734 options are vested and 630,560 shares of Common Stock issuable upon the exercise of outstanding vested stock options held by certain former employees, each with an exercise price of $14.08 per share;

Table of Contents

which will be the initial public offering price). In addition, the shares of Common Stock reserved for issuance under the 2025 Plan shall include shares of Common Stock that are undelivered pursuant to awards outstanding under the 2021 Plan (under which we will cease granting awards upon the adoption of the 2025 Plan) that are canceled, forfeited, settled in cash or otherwise terminated without delivery to the holder of the full number of shares of Common Stock underlying the award. See “Executive Compensation—Compensation Discussion and Analysis—Components of Compensation for the Fiscal Year Ended March 31, 2025—Long-Term Incentive Plans—2025 Plan;” and

•No exercise of the underwriters’ option to purchase up to 3,658,500 additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder.

Table of Contents

DILUTION

If you purchase any of the shares offered by this prospectus, you will experience dilution to the extent the offering price paid by purchasers of our Common Stock in this offering will exceed the as further adjusted net tangible book value (deficit) per share of our Common Stock upon completion of this offering.

As of March 31, 2025, we had as adjusted net tangible book value (deficit) of $(3,732) million, or $(22.40) per share of Common Stock. As adjusted net tangible book value (deficit) is equal to total tangible assets less total liabilities, which is not included within stockholders’ equity, after giving effect to the effectiveness of the Offering Reorganization Transactions, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering, assuming such transactions had taken place on March 31, 2025. As adjusted net tangible book value (deficit) per share is determined by dividing our net tangible book value (deficit) by the aggregate number of shares of our Common Stock outstanding, after giving effect to the adjustment described above.

After giving further effect to our sale of shares of Common Stock in this offering at an assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) and the use of proceeds therefrom as described in “Use of Proceeds,” after deducting the underwriting discounts and estimated offering expenses payable by us, our as further adjusted net tangible book value (deficit), as of March 31, 2025, would have been $(3,265) million, or $(17.09) per share of Common Stock. This represents an immediate increase in as further adjusted net tangible book value (deficit) of $5.31 per share to our existing stockholders and an immediate dilution of $37.59 per share to new investors purchasing shares of Common Stock in this offering.

The following table illustrates this dilution on a per share basis:


Assumed initial public offering price per share of Common Stock			$	20.50
As adjusted net tangible book value (deficit) per share as of March 31, 2025	$	(22.40)
Increase in as further adjusted net tangible book value (deficit) per share of Common Stock attributable to investors in this offering and the use of proceeds from this offering	$	5.31
As further adjusted net tangible book value (deficit) per share of Common Stock after giving effect to this offering			$	(17.09)
Dilution per share of Common Stock to new investors in this offering			$	37.59

Each $1.00 increase (decrease) in the assumed initial public offering price of $20.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus) would increase (decrease) our as further adjusted net tangible book value (deficit) by approximately $23.1 million, or approximately $0.12 per share, and the dilution per common share to new investors in this offering by approximately $(0.12) per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of one million shares in the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the as further adjusted net tangible book value (deficit) per share by approximately $19.4 million and decrease (increase) the dilution per share to new investors by approximately $0.19 per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of March 31, 2025, on the same as adjusted basis, the number of shares of Common Stock purchased from us, the total consideration paid to us and the average price per share of Common Stock paid by existing stockholders or to be paid by new investors purchasing shares

Table of Contents

of Common Stock in this offering, assuming the underwriters do not exercise their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any:


	Shares Purchased			Total Consideration				Average Price
	Number	Percent		Amount		Percent		Per Share
Existing Owners	166,611,519	87	%	$	1,563,870,275	76	%	$	9.39
New investors in this offering	24,390,000	13	%	$	499,995,000	24	%	$	20.50
Total	191,001,519	100	%	$	2,063,865,275	100	%	$	10.81

The outstanding share information in the table above is based on 191,001,519 shares of Common Stock outstanding as of March 31, 2025 and excludes:

•15,500,000 shares of Common Stock reserved for issuance under the 2025 Plan, which we intend to adopt in connection with this offering. The shares reserved for future issuance under the 2025 Plan include (i) 27,073 shares of Common Stock underlying the restricted stock units that we intend to grant at the time of this offering to certain non-employee members of our board of directors that will vest on the one-year anniversary thereof (such number of shares underlying the restricted stock units based on an assumed initial public offering price of $20.50 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) (see “Executive Compensation—Director Compensation”) and (ii) 400,960 shares of Common Stock underlying the stock options that we intend to grant at the time of this offering in connection with recent hires, promotions or other compensation adjustments that will vest, subject to the holder’s continuous service with us, either over a multi-year period or upon the achievement of certain of specified returns on invested capital by Platinum (the exercise price of which will be the initial public offering price). In addition, the shares of Common Stock reserved for issuance under the 2025 Plan shall include shares of Common Stock that are undelivered pursuant to awards outstanding under the 2021 Plan (under which we will cease granting awards upon the adoption of the 2025 Plan) that are canceled, forfeited, settled in cash or otherwise terminated without delivery to the holder of the full number of shares of Common Stock underlying the award. See “Executive Compensation—Compensation Discussion and Analysis—Components of Compensation for the Fiscal Year Ended March 31, 2025—Long-Term Incentive Plans—2025 Plan.”

If the underwriters exercise their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder in full, the number of shares of our Common Stock held by our existing stockholders would be reduced to 162,953,019, or approximately 85% of the total shares of Common Stock outstanding after this offering, which would increase the number of shares held by new investors to 28,048,500, or approximately 15% of the total shares of Common Stock outstanding after this offering.

Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this prospectus. Our actual results could differ materially from such forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Company Overview

McGraw Hill is a leading global provider of information solutions for education across K-12 to higher education, and through professional learning. We harness the power of content, data-driven insights, and learning science to deliver personalized learning experiences and drive positive outcomes throughout the entire learning lifecycle. We believe that we have positively impacted hundreds of millions of learners and educators with our personalized learning solutions to support learning at scale worldwide. On an annual basis, we serve approximately 60 million learners and educators. We believe that education positively impacts lives and, for more than 135 years, we have continuously innovated to help educators and institutions unlock the potential of each learner.

We believe that education is foundational to global stability and economic prosperity. Recent investments in technology infrastructure and the rapid proliferation of mobile devices have accelerated the adoption of digital learning solutions and fostered a culture of data-driven instruction across the education landscape. Demand for personalized content, delivered via intuitive digital solutions, is reshaping the industry as educators continue to leverage technology, including generative AI, to meet students where they are in their learning journey.

Table of Contents

Over the last decade, we have invested more than $2.0 billion in developing a suite of market leading digital learning solutions. Our scalable digital solutions rely on shared technology infrastructure, years of collaborative partnerships with leading institutions, expertise in learning science and a focus on high-value iterative product design and development activities led by a team of approximately 300 software engineers. We utilize our data analytics capabilities to generate continuous feedback loops that drive product and go-to-market innovation, which allows us to simplify workflows while creating meaningful learning experiences that are tailored to the needs of each learner.

For the fiscal years ended March 31, 2025, 2024 and 2023, we generated revenue of $2,101.3 million, $1,960.5 million and $1,947.8 million, respectively, and a net loss of $85.8 million, $193.0 million, and $404.1 million, respectively.

For the fiscal years ended March 31, 2025, 2024 and 2023, we generated Adjusted EBITDA of $726.8 million, $656.6 million and $618.0 million, respectively.

See “—Key Operating Metrics” and “—Non-GAAP Financial Measures.”

Recent Transactions

On March 21, 2025, we completed the acquisition of EssayPop, LLC (“EssayPop”) for a total purchase consideration of $8.0 million. EssayPop is an interactive, cloud-based writing solution designed by educators to simplify and enhance the writing process for both teachers and students. See Note 4, “Acquisitions,” to our consolidated financial statements.

The Education End-Markets We Serve

We serve the needs of three primary customer end markets in education: K-12, higher education and professional which predominately serves the medical and engineering markets. While the United States is our largest market, we serve customers in international markets through an expansive global distribution network. Our operating segments are as follows:

Our K-12 segment represented 46%, 46% and 49% of total revenue for the fiscal years ended March 31, 2025, 2024 and 2023, respectively.

Our Higher Education segment represented 37%, 36% and 34% of total revenue for the fiscal years ended March 31, 2025, 2024 and 2023, respectively.

Our Global Professional segment represented 7%, 8% and 8% of total revenue for the fiscal years ended March 31, 2025, 2024 and 2023, respectively.

Our International segment represented 10% of total revenue for each of the fiscal years ended March 31, 2025, 2024 and 2023.

The remaining total revenue relates to adjustments made for in-transit product sales, which are included in the segment “Other.”

Our revenue models across each of our businesses are transforming along with our customers’ increasing adoption of digital learning solutions. In general, our digital solutions are sold on a subscription basis with high renewal rates, which provides a more predictable and stable long-term revenue model.

K-12

We are a top two provider in the K-12 market in the United States, serving approximately 99% of public K-12 districts. We go to market with blended digital and print learning solutions as a holistic provider of end-to-end core, supplemental and intervention curricula to support the needs of U.S. K-12 schools. Core Solutions are digital and print solutions that serve mainstream educators with research-based, comprehensive learning solutions. Supplemental Solutions are additional learning resources that

Table of Contents

complement, enrich and extend core program solutions. Intervention Solutions are solutions that leverage our expertise in data science and learning science to help identify and support students at risk for academic faltering, to remediate learning gaps or to support special learning or behavioral needs. AP and Electives are additional learning solutions to support college readiness, career and technical education, and electives. We sell our learning solutions directly to school districts across the U.S. through multi-year contracts providing strong visibility and predictability of forward revenue. The timing of purchase and the contract length varies by state resulting in variation in the total K-12 sales opportunity in a given year with states with large K-12 populations like Florida, California and Texas having an outsized impact on the sales opportunity in the years that they procure content.

Higher Education

We are a top two provider of digital and print learning solutions in the U.S. higher education market based on market share, serving approximately 82% of U.S. higher education institutions. The proliferation of digital technology has reshaped Higher Education. To support the evolving needs of educators and learners, we provide comprehensive digital course experiences for nearly every subject through our flagship Connect solution, with over 34 million lifetime learners. Our Evergreen content delivery model provides continuous content updates to keep materials engaging and aligned with the latest standards, which we believe outpaces the industry standard and advances beyond the traditional approach of episodic revision cycles.

In Fall 2024, the number of students who were enrolled in postsecondary institutions was 19 million. Although we cover all major academic disciplines, our content portfolio is organized into three key disciplines: (i) Business, Economics & Computing; (ii) Science, Engineering & Math; and (iii) Humanities, Social Science & Languages. Our top selling products include Economics: Principles, Problems, and Policies (McConnell/True/Flynn), ALEKS, Managerial Accounting (Garrison) and The Art of Public Speaking (Lucas). The primary users of our solutions are students enrolled in two- and four-year non-profit colleges and universities, and to a much lesser extent, for-profit institutions. Although we sell our solutions to the students as end users, it is the instructor who often makes the ultimate decision regarding materials for the course. A key distribution model for Higher Education is Inclusive Access, a course material affordability program, designed by institutions and guided by the U.S. Department of Education. Inclusive Access has saved students over $1.5 billion since the fiscal year ended March 31, 2018, offering them the choice to select the learning resources that are right for them.

We also sell our Higher Education solutions to well-known online retailers and distribution partners, who subsequently sell to students and we also sell direct to student via our proprietary e-commerce platform.

Global Professional

We are a global content provider of trusted, high stakes medical and engineering learning solutions and support learners and educational institutions with technologies developed to maximize learning outcomes. Through our subscription-based learning solutions such as Access we provide students, institutions and professionals with comprehensive medical and engineering learning solutions. Our AccessMedicine solution is available across approximately 94% of U.S. medical schools.

In December 2022, we acquired substantially all of the assets of Ryan Medical Education LLC, d/b/a Boards & Beyond (the "Boards and Beyond Acquisition"), a leader in supporting medical students with on-demand video libraries and question banks designed to help students efficiently learn the fundamentals of medical basic sciences and clinical medicine. This acquisition provided a springboard for our undergraduate medical education expansion strategy.

International

We are a provider of comprehensive digital and print solutions in more than 100 countries and 80 languages outside the United States. Through our expansive global distribution network, we serve the

Table of Contents

needs of learners and educators throughout the world with our K-12 and Higher Education solutions that primarily originate or are adapted from our U.S.-based solutions.

Other

Other represents certain transactions or adjustments that are unusual or non-operational. In addition, adjustments made for in-transit product sales, timing-related corporate cost allocations and other costs not attributed to a single reportable segment are recorded within Other.

Factors Affecting Our Performance

Cross-Sell and Up-Sell to Existing Customers

We believe our deep, established institutional relationships and product innovations support our ability to expand existing customer relationships. Our land-and-expand strategy enables us to drive incremental revenue from existing customers through up-selling and cross-selling additional existing solutions and offering new solutions that address emerging customer needs. For example, our K-12 customers will benefit from the value provided by our integrated core, supplemental and intervention solutions through improved teacher workflow efficiencies and unique, data-driven insights that support the delivery of personalized learning. We believe that as learners and educators continue to benefit from our digital solutions, we will see increased adoption and activation of new and existing solutions that address evolving customer needs and extend the value we offer. Our ability to increase sales to existing customers will depend on a number of factors, including the level of satisfaction with our solutions, competition, pricing, economic conditions and spending by customers on our solutions. Based on a third-party survey that we commissioned in the fiscal year ended March 31, 2025, we believe that, in the United States, on average 89% of K-12, higher education, and medical school students, faculty and administrators would consider McGraw Hill for their classes.

Ability to Acquire New Customers

We believe that we have a substantial opportunity to bring new customers onto our learning solutions. Our ability to attract new customers is dependent upon a number of factors, including the features and pricing of our solutions, the effectiveness of our marketing efforts, the marketing and distribution of our solutions and the continued growth in demand for digital learning solutions across the education-end markets we serve. With approximately 1,500 sales professionals worldwide as of March 31, 2025, we believe our global sales force is one of the largest among our competitors, underpinning our ability to serve learners, educators and professionals at scale across the learning lifecycle. With our trusted brand, global reach and innovative, proprietary digital learning solutions that address the evolving needs of learners, we believe we are well positioned to continue acquiring new customers in the markets we serve. For example, we are a leader in driving Inclusive Access digital course materials distribution, enabling equitable, day-one access and affordability for students in higher education. Inclusive Access drives significantly more users to our solutions. We have expanded the number of institutional campuses adopting our solutions through Inclusive Access from approximately 1,150 (approximately $106.0 million in sales) in the fiscal year ended March 31, 2020 to nearly 1,900 (approximately $398.0 million in sales, approximately 51% of total Higher Education revenue) in the fiscal year ended March 31, 2025.

Ability to Leverage AI and Data and Analytics to Enhance the Value of our Solutions

We believe we have the key elements that allow us to harness the power of data science and AI to enhance the value of our solutions:

•Massive and growing proprietary learning interactions data

•Deep understanding of how learning happens and what educators need

•Our history of building AI-powered solutions

Table of Contents

•Sophisticated learning solutions, allowing us to transform insights into tangible actions

For the fiscal years ended March 31, 2025 and 2024, McGraw Hill had approximately 26 million and 25 million Paid Digital Users, respectively, and we recorded more than 19 billion learning interactions, across McGraw Hill solutions in the fiscal year ended March 31, 2025, generating insights into student performance and academic growth over time. We believe our ability to analyze this learning data at scale and in real time delivers learners and educators insights to enable personalized learning experiences that drive positive outcomes for students. We also leverage these insights and the power of AI to inform product development, identify new personalized learning solutions, enable consultative selling, create positive student feedback loops, enhance customer retention and empower instructors to deliver greater impact to every learner. As our data science and AI capabilities continue to evolve, we have the opportunity to enhance our solutions with new features that drive engagement, optimize content generation, and improve customer service, drive customer retention and bring new customers onto our learning solutions.

Ability to Invest in Technology-Enabled Innovation Across the Learning Lifecycle

Our scale and breadth of distribution and offerings across the learning lifecycle positions us to actively invest in technology-enabled innovation. We expect to expand our revenue through novel solutions, which can be sold to existing and new customers. Our flagship platforms offer interactive simulations, 3-D models and experiential learning activities. For example, Sharpen, a recently launched direct-to-student study app for the global higher education market, complements the existing course experience to improve outcomes. Sharpen is a first-of-its-kind education experience that provides college students and lifelong learners with a continuous content feed, bite-sized videos, swipeable study tools and a personalized activity dashboard. We are also working to build the future of the K-12 coordinated classroom. By pairing external assessment data with our custom-built recommendation engine, we can empower educators with personalized learning paths to differentiate instruction for students to unlock their potential. We have increased our investment in developing digital learning solutions, including operating and capital expenditures, from less than $90.0 million in the twelve-month period ended March 31, 2012 to approximately $212.5 million in the fiscal year ended March 31, 2025.

Ability to Invest in Sales and Marketing

Our go-to-market reach is a key component of our strategy. Our investments in this area have enabled us to build and sustain a large and deeply loyal customer base. We believe our sales force is one of the largest and most dynamic in the global education market, with approximately 1,500 sales professionals worldwide as of March 31, 2025. This provides us with a vast reach and, combined with our trusted brand and digital platforms, drives considerable competitive advantages for our organization. We plan to continue investing in our sales and marketing efforts, including adding sales personnel and expanding marketing activities, to support our business growth. Our selling and marketing expense totaled approximately $380.2 million for the fiscal year ended March 31, 2025.

Ability to Increase Our International Presence

We are a global company delivering our proprietary content and learning solutions in more than 100 countries and in more than 80 languages, with translations adapted to local customs and cultures, as needed. Our international sales force of over 350 employees with local market expertise across key business regions is core to our international strategy. We remain focused on expanding our presence in international markets across both English- and non-English-speaking countries and will do so by leveraging our existing investment in digital solutions. In higher education, we intend to continue investing in bringing local products onto our Connect solution to maintain local relevancy and capitalize on the shift to digital. In K-12, we intend to continue investing in K-12 programs to meet local standards in markets where we have a strong, local K-12 presence, such as Spain and Mexico. We also expect to continue to drive digital growth internationally through the expansion of our ALEKS solutions.

Table of Contents

Revenue

K-12

We derive revenue primarily from the sale of digital learning solutions, print offerings and other instructional materials. Our revenue is driven primarily by sales volume and, to a lesser extent, changes in unit pricing. Our revenue is comprised of product sales less an allowance for sales returns. The required revenue deferral period for digital solutions in K-12 is significantly greater than in Higher Education due to the longer, multi-year contractual terms of our customer arrangements in K-12 (typically five to eight years).

Sales volumes are driven primarily by the availability of funding for instructional materials. Most public school districts are largely dependent on state and local funding for the purchase of instructional materials, which correlate with state and local receipts from income, sales and property taxes. Nationally, total state funding for public schools has been trending upward. Through Elementary and Secondary School Emergency Relief funds established in 2020 and 2021, the federal government allotted monies to significantly benefit primary and secondary schools. An increase in available funding for school districts under various stimulus bills passed by the U.S. federal government to combat the impact of COVID-19 was a reason for revenue growth in 2022. The obligation and liquidation of these COVID-19-related federal relief funds expired during the fiscal year ended March 31, 2025. Any districts or state entities that received liquidation extensions have until the end of March 2026 to utilize such federal relief funds.

The varying purchasing cycles across states have a significant impact on our sales volumes. We monitor the purchasing cycles for specific disciplines across states to manage our product development and to plan sales campaigns. Our sales may be materially impacted by the purchasing schedules of states with large K-12 populations such as Florida, California and Texas, which have state wide procurement patterns.

Sales volume in the U.S. K-12 market is also affected by changes in state curriculum standards and by student enrollment. Changes in state curriculum standards require that instructional materials be revised or replaced to align to the new standards, which historically has driven demand for core programs. School enrollment is highly predictable, as it correlates with the overall change in birth rates in the U.S.

Our product pricing is generally determined at the time our products are adopted by a state or district. Price has historically been of lesser importance than curriculum quality and service levels in state and district purchasing decisions. Most of our program offerings are hybrid, incorporating both print and digital elements.

Revenue from print products is recognized when control transfers to the customer which is typically at the time of shipment, which closely aligns with when a school district takes possession of the required number of products at the outset of a multi-year procurement cycle and is included within Transactional Revenue. Print products are typically re-used by students over the multi-year procurement cycle, and school districts will occasionally purchase replacement products due to wear or increasing enrollment over the multi-year procurement cycle. Sales of these replacement products are known as residual sales, from which we derive a significant portion of our revenue. Our online and digital solutions are sold as a subscription, which states and districts pay for at the beginning of a multi-year contract. We typically defer revenue related to online and digital solutions sold as a subscription upfront and recognize it ratably over the term of the subscription period and is included within Re-occurring Revenue. Revenue for multi-year print products (e.g., workbooks) is deferred when we enter into a multi-year contract and is recognized when delivery takes place, often at the beginning of each academic year over the contract term and is included within Re-occurring Revenue. As our customers purchase more of our digital and hybrid learning solutions, the percentage of our revenue that is deferred at the time of sale continues to increase. The total amount of the sale and the cash received upfront for a fully-digital or hybrid program is comparable to a fully print program; however, the time period over which the revenue is recognized increases with the

Table of Contents

shift to digital. The difference in our revenue recognition policies between print and digital solutions has caused comparisons of current and historical revenue to less accurately reflect the actual sales performance of our business during this time of transition.

Unlike our Higher Education segment, sales returns in our K-12 segment have an immaterial impact on revenue because we sell directly to school districts, which are better able to predict end demand and are limited to primary market purchases.

Higher Education

We derive revenue primarily from the sale of digital learning solutions and content, and instructional materials. Our digital and print revenue is a function of sales volume and, to a lesser extent, changes in unit pricing. Our revenue is comprised of product sales less an allowance for sales returns.

Our business is driven by our ability to maintain and win instructor adoptions and purchasing decisions made by students. Trends in student enrollment impacts the number of students requiring our digital and print solutions. Because instructors are the ultimate decision makers for content and instructional materials to be used in their courses, we compete for instructor adoptions of our products.

After an instructor has adopted our products for use in his or her course, students have the option to purchase new content and instructional materials, purchase used versions of printed materials, rent printed materials or forgo the acquisition of course content and materials altogether. As digital solutions are adopted by more instructors, and increasingly become part of the instructors’ graded curriculum, more students are purchasing our digital solutions. This trend has increased sales of our digital solutions and is resulting in more predictable revenue as sales volumes begin to more closely align with trends in student enrollment. Sales of our digital subscription services provide a predictable and stable revenue stream, with an Annual Net Dollar Retention of 110%, 110% and 106% for the fiscal years ended March 31, 2025, 2024 and 2023, respectively.

Revenue for our print products is recognized when the performance obligation is satisfied which is at the time of shipment to our distribution partners, who typically order products several weeks before the beginning of an academic semester to ensure sufficient physical product inventory and is included within Transactional Revenue. Revenue for our digital products generally sold as subscriptions, which are paid for at the time of sale or shortly thereafter, are recognized over the term of the subscription period as the performance obligation is satisfied and is included within Re-occurring Revenue. In most cases, students purchase digital products at the beginning of the academic semester, or shortly thereafter, which has tended to shift the timing of revenue to later in the academic year as we sell more digital products and fewer print products. In addition, the difference in our revenue recognition policies between print and digital products has caused comparisons of current and historical revenue to less accurately reflect the actual sales performance of our business during this time of transition.

Revenue is also impacted by our allowance for sales returns. To more accurately reflect the economic impact of returns on our operating performance, we reserve a percentage of our gross sales in anticipation of these returns when calculating our revenue. This reserve has declined in recent years as we shift from sales of print products to digital learning solutions, which experience a much lower return rate.

Global Professional

We derive revenue globally from the sale of digital subscription services and content in both digital and print formats. Our digital and print revenue is a function of sales volume and, to a lesser extent, changes in unit pricing. Our revenue is comprised of product sales less an allowance for sales returns.

Sales volume is driven by demand for subscription-based, professional content and by growth in knowledge-based industries, especially in the medical and engineering fields. We expect the market for professional education resources to grow, particularly among professions that are experiencing more

Table of Contents

rapid job growth. According to the Bureau of Labor Statistics, the health care and social assistance sector is projected to not only grow most rapidly than other sectors, but it is also projected to create about 33% of all the projected job gains from 2023 to 2033. This increase is expected to result in approximately two million new jobs over the decade in the healthcare industry. We derive a substantial portion of our Global Professional revenue from these two sectors.

Sales of our digital subscription services provide a predictable and stable revenue stream, with an Annual Net Dollar Retention of 105%, 103% and 99% for the fiscal years ended March 31, 2025, 2024 and 2023, respectively.

Revenue for print products is typically recognized when the performance obligation is satisfied, which is at the point of shipment and is included within Transactional Revenue, while revenue from digital subscriptions is recognized over the term of the subscription period as the performance obligation is satisfied and is included within Re-occurring Revenue. The continued shift from print to digital will increase the percentage of our sales that are deferred at the time of sale and recognized over the contractual term. The difference in our revenue recognition policies between print and digital solutions has caused comparisons of current and historical revenue to less accurately reflect the actual sales performance of our business during this time of transition.

International

We derive revenue primarily from the sale of digital learning solutions and content, print content and instructional materials to the K-12 and higher education markets in more than 100 countries worldwide. Our revenue is a function of the market conditions in the countries in which we operate and our ability to expand our sales to customers in these countries and to new countries. A majority of our international revenue is generated by selling our language products, which were originally created for the U.S. market, internationally with translations adapted to local customs and cultures, as needed. Our revenue is comprised of product sales less an allowance for sales returns.

Our International business covers five major regions. Each of these regions and the underlying country performance can be impacted by the economy, government policy and competitive situations. These regions and the general revenue drivers for each are as follows:

•EMEA: The majority of our business is driven by Higher Education and the sale of original U.S. product translations and adaptations of those products. Our K-12 business in Spain is primarily driven by the development and sale of local original publications and is subject to the cyclical nature of government-driven curriculum renewals. Our K-12 business in the Middle East is primarily driven by print and digital orders for U.S. products as well as translations and adaptations.

•Asia Pacific: Our business is driven by Higher Education and K-12 from English Language Learning and the translation of content into local languages where applicable. Our Australian business is primarily driven by the sale of original U.S. Higher Education product as well as adaptations. In southeast Asia, we operate across many jurisdictions, some of which are subject to volatile political and economic conditions.

•India: Our product portfolio in India primarily consists of local publishing programs, followed by adaptations of U.S. products.

•Latin America: Our business is driven by Higher Education and K-12 (including English Language Learning). From a regional perspective, our largest market is Mexico. The majority of our Higher Education revenue is derived from the sale of original U.S. products that have been translated and/or adapted. Our K-12 business is primarily driven by the development and sale of local/original publications and is subject to the cyclical nature of government-driven curriculum renewals. Latin America’s business is exposed to volatile political and economic conditions.

Table of Contents

•Canada: The majority of our business is driven by Higher Education, primarily original U.S. Higher Education products as well as translations and adaptations.

Product pricing varies by region and country with pricing comparable to equivalent products sold in the U.S. in some instances. Within developing economies, price points tend to be lower than in the U.S., dictated by the economic conditions prevalent in that country.

Foreign exchange rates also impact our international revenue as the functional currency is often the local currency of the countries in which we operate. As a result, we are exposed to currency fluctuations in translating our financial results into U.S. dollars. In the fiscal year ended March 31, 2025, approximately 57% of our international sales were denominated in currencies other than the U.S. dollar. We monitor the impact of foreign currency movements and the correlation between local currencies and the U.S. dollar. We also periodically review our hedging strategy and may enter into other arrangements as appropriate.

Revenue recognition for international products is similar to products sold in the U.S. Revenue for print products is typically recognized upon shipment and is included within Transactional Revenue, while revenue from digital subscriptions is recognized over the term of the subscription period and is included within Re-occurring Revenue. The difference in our revenue recognition policies between print and digital solutions has caused comparisons of current and historical revenue to less accurately reflect the actual sales performance of our business during this time of transition.

Cost of Sales (Excluding Depreciation and Amortization)

Cost of sales (excluding depreciation and amortization) include variable costs such as paper, printing and binding, inventory obsolescence, certain transportation and freight costs related to our products, as well as content-related royalty expenses, directly related hosting costs and gratis costs (products provided at no charge as part of the sales transaction) for both print and digital products. Gratis costs are predominately incurred in our K-12 business and vary based upon the level of state sales during a given period.

Due to the inherent subjectivity in the classification of costs between cost of sales and operating and administrative expense across our industry, we do not focus on gross profit or gross margin as key operating metrics for our business. Additionally, the classification of costs between cost of sales and operating and administrative expense does not impact Adjusted EBITDA or Adjusted EBITDA by segment.

Operating and Administrative Expenses

Our operating and administrative expenses include the expenses of our employees and outside vendors engaged in our marketing, selling, editorial and administrative activities as well as product development expenditure amortization. A significant component of our total operating and administrative expense relates to our ongoing investment in our digital ecosystem. These costs are both fixed and variable in nature and while we are committed to continue significant digital investment, our annual expenditures have stabilized as our major initiatives and the build-out of certain foundational capabilities conclude.

Costs associated with design and content creation for both digital and print products are capitalized as a component of product development expenditures. Capitalized product development expenditures are subsequently amortized as a component of operating and administrative expenses.

We incur additional digital related costs, including content tagging and digital solutions hosting, which have increased as the digital transformation continues. We rely primarily on internal resources to develop and maintain our digital platforms, host our digital solutions and tag our digital content, and these costs have no clear attribution to specific products and do not directly correlate to sales of products. As a result, we have classified these costs within operating and administrative expenses.

Table of Contents

We incur expense for products provided to decision makers in the educational materials purchasing process as part of our sampling program, primarily in our K-12 business. Annual samples expense can vary significantly depending upon the multi-year procurement cycle and the mix of programs being considered. As our revenue continues to shift from print offerings to digital solutions, we expect the expense incurred for sampling to decline.

As of March 31, 2025, we served over 20,000 institutional customers in more than 100 countries, including approximately 99% of U.S. public K-12 districts, 82% of U.S. higher education institutions and 94% of U.S. medical schools. As of March 31, 2025, we had approximately 1,500 sales professionals worldwide who maintain close relationships with the individual instructors that represent the primary decision makers in the higher education market and the states, school districts and individual schools that primarily make purchase decisions in the K-12 market. We incur significant selling and market expense to maintain and support our extensive sales force. As revenue grows in the future, we expect to see modest increases in selling and marketing expense that will vary with the K-12 sales opportunity in a given year.

Depreciation

Our depreciation expense primarily includes depreciation related to our property, plant and equipment and amortization of our deferred technology costs.

Our property, plant and equipment consists of our buildings, leasehold improvements, furniture, fixtures and equipment. Buildings are depreciated over varying periods from 10 to 40 years, leasehold improvements are depreciated over the shorter of the life of the lease or the life of the asset and furniture, fixtures and equipment are depreciated over varying periods not exceeding 12 years. We record depreciation on a straight-line basis over the asset's estimated useful life. Our deferred technology costs consist of certain software development and website implementation costs. These costs are amortized from the period the software is ready for its intended use over its estimated useful life, generally three years, using the straight-line method.

Depreciation expense for the fiscal years ended March 31, 2025, 2024 and 2023 was $66.7 million, $53.0 million and $44.6 million, respectively.

Amortization of Intangibles

Our intangible asset amortization expense primarily includes the amortization of acquired intangible assets consisting of customer relationships, content rights, trade names and technology. The largest component of our intangibles asset balance is related to content which is amortized over a period of 10 to 15 years. The remaining balances are being amortized over varying periods of time from one to 14 years from the date of acquisition.

Intangible asset amortization expense for the fiscal years ended March 31, 2025, 2024 and 2023 was $239.0 million, $254.9 million and $270.2 million, respectively.

Interest Expense (Income), Net

Our interest expense (income), net primarily includes interest related to our indebtedness, including the amortization of deferred financing fees and debt discounts, and outstanding finance lease and other financing obligations.

Interest expense varies based on the amount of indebtedness outstanding and the rates at which we were able to secure the indebtedness. The interest rate applicable to borrowings under the A&E Term Loan Facility is based on either, at our option, (1) the base rate, subject to a floor of 1.50% per annum, plus an applicable margin (which is 2.25% for the A&E Term Loan Facility following the repricing on February 6, 2025) or (2) Term SOFR, subject to a floor of 0.50% per annum, plus an applicable margin (which is 3.25% for the A&E Term Loan Facility following the repricing on February 6, 2025). As a result, changes in Term SOFR can impact interest expense.

Table of Contents

Interest expense for the fiscal years ended March 31, 2025, 2024 and 2023 was $293.4 million, $326.4 million and $278.2 million, respectively.

Product Development Expenditures and Amortization

Product development costs include the pre-publication cost of developing educational content and the development of assessment solution products. Costs incurred prior to the publication date of a title or release date of a product represent activities associated with product development. These may be performed internally or outsourced to subject matter specialists and include, but are not limited to, editorial review and fact verification, graphic art design and layout and the process of conversion from print to digital media or within various formats of digital media. These costs are capitalized when the costs can be directly attributable to a project or title and the title is expected to generate probable future economic benefits. Capitalized costs are amortized upon publication of the title over its estimated useful life of up to six years, with a higher proportion of the amortization typically taken in the earlier fiscal years.

Over the last several years, we have optimized our product development expenditures to emphasize investment in content that can be leveraged across our full range of products, which maximizes our long-term returns on this investment. This has been accomplished, in part, by leveraging our digital ecosystem, which supports ongoing innovation, development and maintenance of our technology platforms.

Product development expenditure demands differ by business segment for a variety of reasons, including the speed with which the digital transformation has occurred. Our product development expenditures to create content used in our adaptive tools, product is increasing. This foundational investment is expected to reduce the variability of product development expenditures in the future as we are able to leverage the content across the business.

K-12

Product development expenditures in the K-12 segment relate to content development, mostly at the direction of our K-12 product development teams. Product development expenditures are incurred for external content development, permissions, artwork and content design for both print and digital products. New programs such as reading, math, social studies or science are typically published around the procurement cycles for large states such as California, Texas and Florida. Product development expenditures are typically spent up to three years prior to the sales year. The product development expenditures for the fiscal years ended March 31, 2025, 2024 and 2023 was $51.4 million, $38.3 million and $30.7 million, respectively.

Higher Education

Product development expenditures in the Higher Education segment relate to the development of products across all disciplines, since the content is often created by authors on a royalty basis. We develop “first editions,” which are new titles or programs that can be revised over time based on market acceptance. As we continue our digital transformation, our product development expenditures are increasingly related to content for our platforms. Development of the technology underlying our digital products is either supported by our digital ecosystem with costs recorded in operating expenses, or capitalized if a new capability is developed (i.e., new product). Product development expenditures are typically incurred in the year before the copyright. The product development expenditures for the fiscal years ended March 31, 2025, 2024 and 2023 was $23.2 million, $21.4 million and $25.9 million, respectively.

Global Professional

Product development expenditures in the Global Professional segment relate to new titles and revisions, similar to the Higher Education segment, and include activities related to the creation of the actual product, since the content is often created by authors on a royalty basis. Product development expenditures are typically incurred in the year before the copyright. The product development

Table of Contents

expenditures for the fiscal years ended March 31, 2025, 2024 and 2023 was $7.1 million, $8.1 million and $8.7 million, respectively.

International

Product development expenditures in the International segment relate to locally developed products or adaptations and translations of existing K-12 and Higher Education products in both digital and print format. Similar to our Higher Education and Global Professional segments, product development expenditures are typically spent in the year before the copyright is established. The product development expenditures for the fiscal years ended March 31, 2025, 2024 and 2023 was $8.3 million, $6.9 million and $5.2 million, respectively.

Capital Expenditures

Capital expenditures relate to expenditures for fixed assets, leasehold improvements and software development. The expense related to these purchases is recorded as depreciation in our statement of operations over the useful life of the asset. Our capital expenditures vary based upon the level of digital investment being made as well as the timing of the real estate investments. For the fiscal years ended March 31, 2025, 2024 and 2023 our capital expenditures was $71.1 million, $82.0 million and $70.0 million, respectively.

Table of Contents

Key Operating Metrics

In addition to our GAAP financial information, we review a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Re-occurring Revenue and Transactional Revenue

Re-occurring Revenue represents revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. Re-occurring Revenue serves as a key operating metric used by management as it offers valuable insight into the subscription-based nature of our business. For the fiscal years ended March 31, 2025, 2024 and 2023 Re-occurring Revenue represented approximately 69%, 67% and 63% of total revenue, respectively.

Transactional Revenue includes revenue from both print and digital offerings. Revenue from print offerings is recognized at the point of shipment and revenue from digital offerings are recognized at the time of delivery. In addition, revenues for amounts billed to customers in a sales transaction for shipping and handling are included in Transactional Revenue. For the fiscal years ended March 31, 2025, 2024 and 2023, Transactional Revenue represented approximately 31%, 33% and 37% of total revenue, respectively.

Annual Net Dollar Retention

We believe that our ability to retain and grow Re-occurring Revenues from our existing customers over time strengthens the stability and predictability of our total revenue base and is reflective of the value we deliver to them through upselling and cross selling across our suite of solutions to our existing customers. We assess our performance in our Higher Education and Global Professional segments using Annual Net Dollar Retention (“NDR”), which serves as a key operating metric used by management for evaluating the trajectory of digital subscription revenue growth within our existing customer base. Our ability to retain existing customers serves as a leading indicator of our digital subscription-based revenues and cash flows for the subsequent reporting period. It encompasses renewals, expansions, contractions, price increases, and attrition, providing valuable insights into customer engagement and satisfaction.

However, NDR is not applicable to our K-12 segment, as purchasing decisions are typically made at the state or district level, often involving multi-year contracts and varying purchasing cycles across states, that do not align with the renewal, expansion, contraction, and attrition dynamics that NDR measures. Similarly, NDR does not apply to our International segment, as it encompasses higher education and K-12 markets, each with distinct purchasing behaviors, contract structures, and funding mechanisms. This variability across these markets makes it challenging to apply a consistent NDR calculation, limiting its effectiveness as a metric for the International segment.

We calculate NDR by dividing (a) the digital subscription amounts invoiced to existing customers during the year, inclusive of changes in enrollment, price changes and attrition by (b) the digital subscription amounts invoiced to such customers for the comparable prior year.

Remaining Performance Obligation

Table of Contents

operating metric used by management as it offers visibility into future revenue and facilitates the assessment of long-term growth sustainability.

Re-occurring Revenue and Transactional Revenue for the Fiscal Years Ended March 31, 2025, 2024 and 2023


	Year Ended March 31, 2025						Year Ended March 31, 2024
($ in thousands)	Re-occurring Revenue		Transactional Revenue		Total		Re-occurring Revenue		Transactional Revenue		Total
K-12	$	602,040	$	368,444	$	970,484	$	553,856	$	350,999	$	904,855
Higher Education	666,748		115,862		782,610		584,837		117,350		702,187
Global Professional	95,094		54,494		149,588		87,938		65,141		153,079
International	92,959		108,443		201,402		87,918		112,546		200,464
Other	—		(2,785)		(2,785)		—		(107)		(107)
Total Revenue	$	1,456,841	$	644,458	$	2,101,299	$	1,314,549	$	645,929	$	1,960,478


	Year Ended March 31, 2023
($ in thousands)	Re-occurring Revenue		Transactional Revenue		Total
K-12	$	543,834	$	414,147	$	957,981
Higher Education	532,258		121,924		654,182
Global Professional	75,223		72,678		147,901
International	71,236		116,699		187,935
Other	—		(226)		(226)
Total Revenue	$	1,222,551	$	725,222	$	1,947,773

NDR as of March 31, 2025, 2024 and 2023


	Year Ended March 31,
	2025		2024		2023
NDR
Higher Education	110	%	110	%	106	%
Global Professional	105	%	103	%	99	%

RPO as of March 31, 2025 and 2024


($ in thousands)	March 31, 2025		March 31, 2024
RPO by Segment:
K-12	$	1,279,585	$	1,122,019
Higher Education	297,316		295,242
Global Professional	62,348		59,711
International	33,407		33,168
Other	3,531		927
Total RPO	$	1,676,187	$	1,511,067

Table of Contents

Results of Operations

Consolidated Operating Results for the Fiscal Years Ended March 31, 2025 and 2024

The following tables set forth certain historical consolidated financial information for the fiscal years ended March 31, 2025 and 2024. The following tables and discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto included elsewhere in this prospectus.


	Year Ended March 31,
($ in thousands)	2025		2024		$ Change		% Change
Revenue	$	2,101,299	$	1,960,478	$	140,821	7.2	%
Cost of sales (excluding depreciation and amortization)	422,294		420,331		1,963		0.5	%
Gross profit	1,679,005		1,540,147		138,858		9.0	%
Operating expenses
Operating and administrative expenses	1,066,496		1,027,427		39,069		3.8	%
Depreciation	66,688		52,985		13,703		25.9	%
Amortization of intangibles	239,014		254,937		(15,923)		(6.2)	%
Impairment charge	—		49,500		(49,500)		(100.0)	%
Total operating expenses	1,372,198		1,384,849		(12,651)		(0.9)	%
Operating income (loss)	306,807		155,298		151,509		n/m
Interest expense (income), net	293,446		326,438		(32,992)		(10.1)	%
(Gain) loss on extinguishment of debt	2,719		(3,415)		6,134		(179.6)	%
Income (loss) from operations before taxes	10,642		(167,725)		178,367		(106.3)	%
Income tax provision (benefit)	96,481		25,294		71,187		n/m
Net income (loss)	$	(85,839)	$	(193,019)	$	107,180	(55.5)	%

Revenue


	Year Ended March 31,
($ in thousands)	2025		2024		$ Change		% Change
Revenue by Segment:
K-12	$	970,484	$	904,855	$	65,629	7.3	%
Higher Education	782,610		702,187		80,423		11.5	%
Global Professional	149,588		153,079		(3,491)		(2.3)	%
International	201,402		200,464		938		0.5	%
Other	(2,785)		(107)		(2,678)		n/m
Total Revenue	$	2,101,299	$	1,960,478	$	140,821	7.2	%

Revenue for the fiscal years ended March 31, 2025 and 2024 was $2,101.3 million and $1,960.5 million, respectively, representing an increase of $140.8 million, or 7.2%. The increase was driven by the segment factors described below.

Table of Contents

K-12

K-12 revenue for the fiscal years ended March 31, 2025 and 2024 was $970.5 million and $904.9 million, respectively, representing an increase of $65.6 million, or 7.3%. The increase was primarily due to:

•the timing of deferred revenue recognition related to prior year English Language Arts (“ELA”) market opportunity sales, resulting in approximately $48.2 million higher Re-occurring Revenue recognition in the current period; and

•higher Transactional Revenue of approximately $17.4 million, driven by the strong performance in Texas and Florida science markets, with particularly high capture rates in Texas.

Higher Education

Higher Education revenue for the fiscal years ended March 31, 2025 and 2024 was $782.6 million and $702.2 million, respectively, representing an increase of $80.4 million, or 11.5%. The increase was primarily due to:

•higher Re-occurring Revenue of approximately $81.9 million, primarily driven by the increased adoption of digital products, including 23% growth in Inclusive Access sales in the fiscal year ended March 31, 2025, as well as continued growth in U.S. enrollments and market share gains; and

•favorable product returns of approximately $15.4 million, driven by lower than expected returns from a key distribution partner and a decline in returns due to the continued growth of sales in our digital products, including sales through our Inclusive Access distribution channel; partially offset by

•the ongoing migration from print to digital learning solutions, resulting in a decline in Transactional Revenue from print offerings of approximately $16.9 million.

Global Professional

Global Professional revenue for the fiscal years ended March 31, 2025 and 2024 was $149.6 million and $153.1 million, respectively, representing a decrease of $3.5 million, or 2.3%. The decrease was primarily due to:

•lower Transactional Revenue of approximately $10.6 million, largely attributable to a decline in print offerings. That decline reflects the continued execution of the strategic initiative, launched in the prior year, to sunset non-core print titles; partially offset by

•higher Re-occurring Revenue from digital subscriptions of approximately $7.2 million, primarily driven by improved retention rates of existing customers and the timing of deferred revenue recognition related to prior period sales.

International

International revenue for the fiscal years ended March 31, 2025 and 2024 was $201.4 million and $200.5 million, respectively, representing an increase of $0.9 million, or 0.5%. The increase was primarily due to higher Re-occurring Revenue from digital subscriptions of approximately $5.0 million as a result of growth in the Middle East market and the shift towards digital products within our Higher Education business. This was partially offset by a decline in Transactional Revenue of approximately $4.1 million due to the shift towards digital subscription products.

Table of Contents

Cost of Sales (Excluding Depreciation and Amortization)

Cost of sales (excluding depreciation and amortization) for the fiscal years ended March 31, 2025 and 2024 was $422.3 million and $420.3 million, respectively, representing an increase of $2.0 million, or 0.5%. The increase was primarily due to:

•higher royalty costs of approximately $10.4 million and higher freight and other direct fulfillment costs of approximately $2.7 million, consistent with the growth in revenue; partially offset by

•lower manufacturing costs of approximately $6.4 million, due to the continued shift towards digital sales and the continued execution of the strategic initiative, launched in the prior year, to sunset non-core print titles in our Global Professional business; and

•lower inventory obsolescence reserve of approximately $4.7 million, resulting from a significantly reduced inventory balance due to the shift toward digital sales and the timing of K-12 market opportunities.

Operating and Administrative Expenses

Operating and administrative expenses for the fiscal years ended March 31, 2025 and 2024 was $1,066.5 million and $1,027.4 million, respectively, representing an increase of $39.1 million, or 3.8%. The increase was primarily due to:

•higher salaries and wages of approximately $39.5 million, primarily resulting from higher incentive compensation due to a stronger than expected business performance;

•higher travel, entertainment and other operating expenses of approximately $14.1 million, primarily due to higher selling and marketing expense to drive sales growth;

•higher sales force and depository sales commission of approximately $7.1 million, driven by higher revenue and changes in the product sales mix within our K-12 business; and

•prior year gain of approximately $2.0 million from the sale of a real estate property; partially offset by

•lower credit losses on accounts receivable of approximately $8.6 million, primarily due to a decrease in the reserves for credit losses in the current period driven by a lower account receivable balance related to certain customers with higher risk characteristics;

•lower restructuring expense of approximately $7.6 million, resulting from initiatives implemented in the prior period;

•lower promotional sample expense of approximately $3.6 million, due to smaller K-12 market opportunities in fiscal year 2026;

•lower occupancy expense of approximately $2.9 million, driven by the strategic rationalization of our real estate properties to optimize cost efficiency; and

•lower legal and professional fees of approximately $1.7 million, primarily due to costs incurred in the prior year related to our defense against the litigation referenced in Note 21, “Commitments and Contingencies” to our consolidated financial statements.

Depreciation and Amortization of Intangibles

Depreciation and amortization expenses for the fiscal years ended March 31, 2025 and 2024 were $305.7 million and $307.9 million, respectively, representing a decrease of $2.2 million, or 0.7%. The decrease was driven primarily by lower amortization expense related to the use of an accelerated method

Table of Contents

of amortization for our content intangible assets, partially offset by higher amortization expense related to software development projects that were completed and put into service during the period.

Impairment Charge

There were no impairment charges for the fiscal year ended March 31, 2025.

We recorded an impairment charge of $49.5 million for the fiscal year ended March 31, 2024, of which, $40.5 million related to the impairment of goodwill of our Global Professional reporting unit and $9.0 million related to the impairment of our Global Professional indefinite-lived intangible trademarks. The impairments resulted primarily from a revision of previously projected revenues given the strategic decision to sunset certain non-core front-list print titles and to re-invest into higher margin digital medical and engineering portfolios.

Interest Expense (Income), Net

Interest expense (income), net, for the fiscal years ended March 31, 2025 and 2024 was $293.4 million and $326.4 million, respectively, representing a decrease of $33.0 million, or 10.1%. The decrease was primarily attributable to lower interest expense from refinancing our A&E Term Loan Facility, which reduced our variable rate indebtedness by $749.6 million, partially offset by an increase in interest expense associated with the issuance of $650.0 million in aggregate principal amount of 2024 Secured Notes in August 2024. See Note 11, "Debt" in our consolidated financial statements for further details.

(Gain) Loss on Extinguishment of Debt

During the fiscal year ended March 31, 2025, in connection with the 2024 Refinancing Transactions, we recorded a loss on extinguishment of debt of $2.7 million, inclusive of write-offs of then existing unamortized debt discount and deferred financing fees of $1.0 million and $0.3 million, respectively, and new debt discount fees of $1.4 million.

During the fiscal year ended March 31, 2024, we repurchased $50.0 million face value of the 2022 Unsecured Notes for $44.5 million. We recorded a gain on extinguishment of debt of $3.4 million, which consisted of a $5.5 million redemption discount, partially offset by the write-off of unamortized debt discount and deferred financing fees of $1.7 million and $0.4 million, respectively, related to the portion of debt accounted for as an extinguishment.

Income Tax Provision (Benefit)

For the fiscal years ended March 31, 2025 and 2024, the income tax provision (benefit) was $96.5 million and $25.3 million, and the effective tax rate was 906.6% and (15.1)%, respectively.

For the fiscal years ended March 31, 2025 and 2024, our forecasts indicate that the reversal of existing temporary differences and carryforwards will not be sufficient to support the realizability of all net domestic deferred tax assets, mainly driven by disallowed interest expense under Code Section 163(j). As a result, our income tax provision reflects a valuation allowance on net federal and state deferred tax assets.

For the fiscal years ended March 31, 2025 and 2024, a valuation allowance is recorded for certain foreign deferred tax assets due to the negative evidence of cumulative book losses with no deferred tax benefit recognized for certain foreign losses on operations.

For the fiscal year ended March 31, 2025, the effective tax rate was different than the U.S. federal statutory tax rate, primarily due to the domestic and international valuation allowances and current state income taxes. For the fiscal year ended March 31, 2024, the effective tax rate was different than the U.S. federal statutory tax rate, primarily due to the domestic and international valuation allowances, current state income taxes, and impairment of goodwill, for which no income tax benefit was recognized.

Table of Contents

The Organization for Economic Cooperation and Development has proposed model rules to enact a global minimum tax rate of at least 15% of reported profits for large multinational companies beginning in 2024 (“Pillar Two”). Each country must enact legislation to apply Pillar Two, but countries may enact Pillar Two differently than the model rules and on different timelines and may adjust domestic incentives in response to Pillar Two. Additionally, in January 2025, the United States issued an executive order announcing opposition to aspects of Pillar Two. The enactment of Pillar Two legislation is not expected to have a material effect on our financial position. We will continue to monitor and reflect the impact of such legislative changes in future periods, as appropriate.

Adjusted EBITDA by Segment for the Fiscal Years Ended March 31, 2025 and 2024

Adjusted EBITDA by segment is determined and presented in accordance with Accounting Standards Codification, or ASC, Topic 280, Segment Reporting. Adjusted EBITDA by segment is a measure used by our Chief Operating Decision Maker (“CODM”) to assess the performance of our segments. We exclude from Adjusted EBITDA by segment: interest expense (income), net, income tax (benefit) provision, depreciation, amortization and product development amortization and certain transactions or adjustments that our CODM does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. In addition, Adjusted EBITDA by segment is calculated in a manner consistent with the definition and meaning of our Adjusted EBITDA Non-GAAP measure, see “—Non-GAAP Financial Measures—EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin.”


	Year Ended March 31,
($ in thousands)	2025		2024		$ Change		% Change
Adjusted EBITDA by Segment:
K-12	$	305,333	$	291,366	$	13,967	4.8	%
Higher Education	350,862		290,231		60,631		20.9	%
Global Professional	45,105		43,402		1,703		3.9	%
International	35,742		30,926		4,816		15.6	%
Other	(10,252)		693		(10,945)		n/m

K-12

K-12 Adjusted EBITDA for the fiscal years ended March 31, 2025 and 2024 was $305.3 million and $291.4 million, respectively, representing an increase of $14.0 million, or 4.8%. The increase was primarily due to:

•higher revenue of approximately $65.6 million as discussed under “—Consolidated Operating Results for the Fiscal Years Ended March 31, 2025 and 2024—K-12”; and

•lower promotional sample expense of approximately $3.5 million, due to smaller K-12 market opportunities in fiscal year 2026; partially offset by

•higher manufacturing, freight and other direct fulfillment costs of approximately $17.5 million, attributable to higher Re-occurring and Transactional Revenue from print offerings;

•higher corporate cost allocation of approximately $13.3 million;

•higher salaries and wages of approximately $10.2 million, primarily resulting from higher incentive compensation due to a stronger than expected business performance; and

•higher royalty costs of approximately $8.5 million, primarily attributable to higher revenue resulting from strong performance in Texas and Florida science markets, as well as changes in the product sales mix; and

Table of Contents

•higher depository and sales force sales commission of approximately $4.3 million, driven by higher revenue and changes in the product sales mix.

Higher Education

Higher Education Adjusted EBITDA for the fiscal years ended March 31, 2025 and 2024 was $350.9 million and $290.2 million, respectively, representing an increase of $60.6 million, or 20.9%. The increase was primarily due to:

•higher revenue of $80.4 million as discussed under “—Consolidated Operating Results for the Fiscal Years Ended March 31, 2025 and 2024—Higher Education”; and

•lower credit losses on accounts receivable of approximately $8.0 million primarily due to a decrease in the reserves for credit losses in the current period driven by a lower account receivable balance related to certain customers with higher risk characteristics; partially offset by

•higher salaries and wages of approximately $8.2 million, primarily resulting from higher incentive compensation due to a stronger than expected business performance;

•higher royalty costs of approximately $5.9 million, consistent with the growth in revenue;

•higher corporate cost allocation of approximately $5.6 million; and

•higher sales force sales commission of approximately $5.9 million, consistent with the growth in revenue.

Global Professional

Global Professional Adjusted EBITDA for the fiscal years ended March 31, 2025 and 2024 was $45.1 million and $43.4 million, respectively, representing an increase of $1.7 million or 3.9%. The increase was primarily due to:

•lower manufacturing, freight and other direct fulfillment costs of approximately $3.8 million, due to lower Transactional Revenue from print offerings;

•lower compensation expenses of approximately $2.4 million, resulting from restructuring initiatives implemented in the prior year; and

•lower inventory obsolescence reserve of approximately $1.1 million, resulting from a significantly reduced inventory balance due to the shift toward digital subscription sales; partially offset by

•lower revenue of $3.5 million as discussed under “—Consolidated Operating Results for the Fiscal Years Ended March 31, 2025 and 2024—Global Professional”; and

•higher corporate cost allocation of approximately $2.5 million.

International

International Adjusted EBITDA for the fiscal years ended March 31, 2025 and 2024 was $35.7 million and $30.9 million, respectively, representing an increase of $4.8 million, or 15.6%. The increase was primarily due to:

•lower royalty and manufacturing costs of approximately $4.0 million, primarily attributable to changes in the product sales mix;

•lower compensation expenses of approximately $2.4 million, resulting from restructuring initiatives implemented in the prior year; and

Table of Contents

•higher revenue of $0.9 million as discussed under “—Consolidated Operating Results for the Fiscal Years Ended March 31, 2025 and 2024—International”; partially offset by

•higher corporate cost allocation of approximately $3.1 million.

Table of Contents

Results of Operations

Consolidated Operating Results for the Fiscal Years Ended March 31, 2024 and 2023

The following tables set forth certain historical consolidated financial information for the fiscal years ended March 31, 2024 and 2023. The following tables and discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto included elsewhere in this prospectus.


	Year Ended March 31,
($ in thousands)	2024		2023		$ Change		% Change
Revenue	$	1,960,478	$	1,947,773	$	12,705	0.7	%
Cost of sales (excluding depreciation and amortization)	420,331		464,555		(44,224)		(9.5)	%
Gross profit	1,540,147		1,483,218		56,929		3.8	%
Operating expenses
Operating and administrative expenses	1,027,427		1,044,639		(17,212)		(1.6)	%
Depreciation	52,985		44,558		8,427		18.9	%
Amortization of intangibles	254,937		270,192		(15,255)		(5.6)	%
Impairment charge	49,500		312,000		(262,500)		(84.1)	%
Total operating expenses	1,384,849		1,671,389		(286,540)		(17.1)	%
Operating income (loss)	155,298		(188,171)		343,469		n/m
Interest expense (income), net	326,438		278,219		48,219		17.3	%
(Gain) loss on extinguishment of debt	(3,415)		(4,552)		1,137		(25.0)	%
Other (income) expense	—		(8,000)		8,000		n/m
Income (loss) from operations before taxes	(167,725)		(453,838)		286,113		(63.0)	%
Income tax provision (benefit)	25,294		(49,734)		75,028		n/m
Net income (loss)	$	(193,019)	$	(404,104)	$	211,085	(52.2)	%

Revenue


	Year Ended March 31,
($ in thousands)	2024		2023		$ Change		% Change
Revenue by Segment:
K-12	$	904,855	$	957,981	$	(53,126)	(5.5)	%
Higher Education	702,187		654,182		48,005		7.3	%
Global Professional	153,079		147,901		5,178		3.5	%
International	200,464		187,935		12,529		6.7	%
Other	(107)		(226)		119		(52.7)	%
Total Revenue	$	1,960,478	$	1,947,773	$	12,705	0.7	%

Revenue for the fiscal years ended March 31, 2024 and 2023 was $1,960.5 million and $1,947.8 million, respectively, representing an increase of $12.7 million, or 0.7%. The increase was driven by the segment factors described below.

Table of Contents

K-12

K-12 revenue for the fiscal years ended March 31, 2024 and 2023 was $904.9 million and $958.0 million, respectively, representing a decrease of $53.1 million, or 5.5%. The decrease was primarily due to:

•lower print revenue of approximately $64.0 million resulting from a smaller market opportunity in the current period; partially offset by

•the timing of deferred revenue recognition related to prior and current period sales resulting in an increase of approximately $10.9 million in revenue recognition in the current period.

Higher Education

Higher Education revenue for the fiscal years ended March 31, 2024 and 2023 was $702.2 million and $654.2 million, respectively, representing an increase of $48.0 million, or 7.3%. The increase was primarily due to:

•higher digital revenue of approximately $48.8 million, which was primarily driven by the increased adoption of digital products, most notably a 25% growth in Inclusive Access sales. Additionally, improved customer retention rate related to digital products, growth in U.S. enrollment for the first time post-COVID-19 pandemic and a 93 basis point market share gain compared to the prior year; and

•the ongoing migration from print to digital learning solutions, resulting in:

◦favorable product returns of approximately $16.1 million; partially offset by

◦a decline in print revenue of approximately $15.8 million.

Global Professional

Global Professional revenue for the fiscal years ended March 31, 2024 and 2023 was $153.1 million and $147.9 million, respectively, representing an increase of $5.2 million, or 3.5%. The increase was primarily due to:

•higher digital revenue of approximately $4.5 million due to the Boards & Beyond Acquisition in December 2022; and

•the timing of deferred revenue recognition related to prior period sales resulting in an increase of approximately $6.2 million in revenue recognition in the current period; partially offset by

•lower print revenue of approximately $5.7 million due to a shift towards digital product sales.

International

International revenue for the fiscal years ended March 31, 2024 and 2023 was $200.5 million and $187.9 million, respectively, representing an increase of $12.5 million, or 6.7%. The increase was primarily due to the growth in the Middle East and Spain K-12 markets as well as growth in the Canadian higher education market supported by increased digital adoption and higher enrollments.

Table of Contents

Cost of Sales (Excluding Depreciation and Amortization)

Cost of sales (excluding depreciation and amortization) for the fiscal years ended March 31, 2024 and 2023 was $420.3 million and $464.6 million, respectively, representing a decrease of $44.2 million, or 9.5%. The decrease was primarily due to:

•lower manufacturing and freight costs of approximately $23.2 million and $27.1 million, respectively, due to lower print sales within our K-12 segment resulting from a smaller market opportunity in the current period; partially offset by

•the timing of deferred royalty cost recognition related to prior period sales which included a higher proportion of products that are subject to higher royalty rates. This resulted in an increase of approximately $6.0 million in royalty costs in the current period.

Operating and Administrative Expenses

Operating and administrative expenses for the fiscal years ended March 31, 2024 and 2023 was $1,027.4 million and $1,044.6 million, respectively, representing a decrease of $17.2 million, or 1.6%. The decrease was primarily due to:

•lower professional fees of approximately $13.0 million due to cost control initiatives;

•the prior period recognition of approximately $15.6 million of post-combination compensation expense related to the stock-based compensation awards that converted to service-based liability expenses related to the accelerated vesting of outstanding stock-based awards in connection with the Acquisition;

•lower depository sales commission of approximately $8.5 million within our K-12 segment due to a smaller market opportunity in the current period and the mix of state product sales;

•lower miscellaneous expenses, including sales conferences and meetings and third-party expenses of approximately $4.6 million due to reduced hiring activity in the current period and an ongoing focus on cost control initiatives; and

•a gain of approximately $2.0 million from the sale of a real estate property; partially offset by

•higher compensation expenses of approximately $5.7 million resulting from an increase in headcount due to go-to-market investments across the business to increase retention and product engagement as well as due to the annual merit-based compensation increase;

•higher restructuring expense of approximately $10.9 million as part of our formal restructuring initiatives;

•higher credit losses on accounts receivable of approximately $7.0 million primarily due to an additional allowance of $5.0 million recorded in the current year related to certain customers as a result of changes in the risk characteristics of the related account receivables; and

•higher sales force sales commission of approximately $2.5 million due to go-to-market investments to increase retention and product engagement, primarily at our Higher Education segment.

Depreciation and Amortization of Intangibles

Depreciation and amortization expenses for the fiscal years ended March 31, 2024 and 2023 were $307.9 million and $314.8 million, respectively, representing a decrease of $6.8 million, or 2.2%. The decrease was driven primarily by lower amortization expense related to the use of an accelerated method of amortization for our content intangible assets.

Table of Contents

Impairment Charge

We recorded an impairment charge of $49.5 million for the fiscal year ended March 31, 2024, of which, $40.5 million related to the impairment of goodwill of our Global Professional reporting unit and $9.0 million related to the impairment of our Global Professional indefinite-lived intangible trademark. The impairments resulted primarily from a revision of previously projected revenues given the strategic decision to sunset certain non-core front-list print titles and to re-invest into higher margin digital medical, engineering, and science portfolios.

We recorded an impairment charge of $312.0 million for the fiscal year ended March 31, 2023, of which, $185.0 million related to the impairment of goodwill of our Higher Education reporting unit and $73.0 million of our International reporting unit, primarily due to a revision of previously projected revenue, as well as changes in the discount rates and market multiples given current market conditions. The remaining impairment charge related to the impairment of our Higher Education, Global Professional and International indefinite-lived intangible trademarks of $45.0 million, $6.0 million and $3.0 million, respectively. The indefinite-lived intangible trademark impairment resulted primarily from a revision of previously projected revenue given current market conditions and an increase in the discount rate due to a rising interest rate environment.

Interest Expense (Income), Net

Interest expense (income), net, for the fiscal years ended March 31, 2024 and 2023 was $326.4 million and $278.2 million, respectively, representing an increase of $48.2 million, or 17.3%. The increase was primarily due to higher interest expense related to our variable rate Term Loan Facility in comparison to the prior period due to the Federal Reserve increasing the benchmark interest rate.

(Gain) Loss on Extinguishment of Debt

During the fiscal year ended March 31, 2024, we repurchased $50.0 million face value of the 2022 Unsecured Notes, which were accounted for in accordance with ASC Topic 470-50, Debt—Modifications and Extinguishments. As a result, we recorded a gain on extinguishment of debt of $3.4 million, which consisted of a $5.5 million redemption discount, partially offset by the write-off of deferred financing fees and unamortized debt discount of $0.4 million and $1.7 million, respectively, related to the portion of debt accounted for as an extinguishment.

During the fiscal year ended March 31, 2023, we repurchased $71.5 million face value of the 2022 Secured Notes and $28.5 million face value of the 2022 Unsecured Notes, which were accounted for in accordance with ASC Topic 470-50, Debt—Modifications and Extinguishments. As a result, we recorded a gain on extinguishment of debt of $4.6 million, which consisted of a $9.0 million redemption discount, partially offset by the write-off of unamortized deferred financing fees and debt discount of $0.8 million and $3.6 million, respectively, related to the portion of debt accounted for as an extinguishment.

Other (Income) Expense

During the fiscal year ended March 31, 2023, we recognized a gain of $8.0 million resulting from the favorable settlement of a copyright infringement lawsuit filed in 2021.

Income Tax Provision (Benefit)

For the fiscal years ended March 31, 2024 and 2023, the income tax provision (benefit) was $25.3 million and $(49.7) million, and the effective tax rate was (15.1)% and 11.0%, respectively.

We historically have carried a valuation allowance on domestic deferred tax assets due to the negative evidence of cumulative book losses. In connection with the acquisition method of accounting for the Acquisition, on August 1, 2021, we provided deferred tax liabilities, for the difference in fair value over carryover tax basis, in excess of deferred tax assets. As a result, we determined that a valuation

Table of Contents

allowance was no longer required on our domestic deferred tax assets. Accordingly, for the fiscal year ended March 31, 2023, an income tax benefit was recorded on domestic book losses.

For the fiscal year ended March 31, 2024, our forecasts reflect that the reversal of existing temporary differences and carryforwards will not be sufficient to support the realizability of all net domestic deferred tax assets, mainly driven by disallowed interest expense under Code Section 163(j). As a result, our income tax provision reflects a valuation allowance on net federal and state deferred tax assets.

For the fiscal years ended March 31, 2024 and 2023, a valuation allowance continues to be recorded for certain foreign deferred tax assets due to the negative evidence of cumulative book losses with no deferred tax benefit recognized for certain foreign losses on operations.

For the fiscal year ended March 31, 2024, the effective tax rate was different than the U.S. federal statutory tax rate primarily due to the domestic and international valuation allowances, current state income taxes, and impairment of goodwill, for which no income tax benefit was recognized. For the fiscal year ended March 31, 2023, the effective tax rate was different than the U.S. federal statutory rate primarily due to the impairment of goodwill, for which no income tax benefit was recognized.

The Organization for Economic Cooperation and Development has proposed model rules to enact a global minimum tax rate of at least 15% of reported profits for large multinational companies beginning in 2024 (“Pillar Two”). Each country must enact legislation to apply Pillar Two, but countries may enact Pillar Two differently than the model rules and on different timelines and may adjust domestic incentives in response to Pillar Two. The enactment of Pillar Two legislation is not expected to have a material effect on our financial position. We will continue to monitor and reflect the impact of such legislative changes in future periods, as appropriate.

Adjusted EBITDA by Segment for the Fiscal Years Ended March 31, 2024 and 2023

Adjusted EBITDA by segment is determined and presented in accordance with Accounting Standards Codification, or ASC, Topic 280, Segment Reporting. Adjusted EBITDA by segment is a measure used by our CODM to assess the performance of our segments. We exclude from Adjusted EBITDA by segment: interest expense (income), net, income tax (benefit) provision, depreciation, amortization and product development amortization and certain transactions or adjustments that our CODM does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. In addition, Adjusted EBITDA by segment is calculated in a manner consistent with the definition and meaning of our Adjusted EBITDA Non-GAAP measure, see “—Non-GAAP Financial Measures—EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin.”


	Year Ended March 31,
($ in thousands)	2024		2023		$ Change		% Change
Adjusted EBITDA by Segment:
K-12	$	291,366	$	304,311	$	(12,945)	(4.3)	%
Higher Education	290,231		244,559		45,672		18.7	%
Global Professional	43,402		39,370		4,032		10.2	%
International	30,926		24,056		6,870		28.6	%
Other	693		5,656		(4,963)		n/m

K-12

K-12 Adjusted EBITDA for the fiscal years ended March 31, 2024 and 2023 was $291.4 million and $304.3 million, respectively, representing a decrease of $12.9 million, or 4.3%. The decrease was primarily due to:

•a decrease in revenue of $53.1 million as discussed under “—Consolidated Operating Results for the Fiscal Years Ended March 31, 2024 and 2023—K-12”;

Table of Contents

•an increase in manufacturing costs of approximately $7.3 million, due to the fulfillment of print deferred products for which revenues were previously recognized and higher raw material costs due to inflation; and

•higher compensation expenses of approximately $6.8 million, primarily due to an annual merit-based compensation increase; partially offset by

•lower freight costs of approximately $25.1 million as a result of lower revenue in the segment;

•lower corporate cost allocations of approximately $11.4 million due to a decrease in corporate expenditures;

•lower depository and sales force sales commissions of approximately $10.3 million driven by lower revenue and sales mix; and

•lower professional fees of approximately $6.2 million due to cost control initiatives.

Higher Education

Higher Education Adjusted EBITDA for the fiscal years ended March 31, 2024 and 2023 was $290.2 million and $244.6 million, respectively, representing an increase of $45.7 million, or 18.7%. The increase was primarily due to:

•an increase in revenue of $48.0 million as discussed under “—Consolidated Operating Results for the Fiscal Years Ended March 31, 2024 and 2023—Higher Education”; and

•lower corporate allocations of approximately $6.8 million, due to a decrease in corporate expenditures; partially offset by

•the timing of deferred royalty cost recognition due to product mix. This resulted in an increase of approximately $5.0 million in royalty costs in the current period;

•higher compensation expenses of approximately $5.7 million, due to an increase in headcount aligned with our go-to-market investment to increase retention and product engagement and an annual merit-based compensation increase;

•higher credit losses on accounts receivable of approximately $5.0 million, primarily due to an additional allowance recorded in the current year related to certain customers as a result of changes in the risk characteristics of the related account receivables; and

•higher sales force sales commission of approximately $4.3 million, due to go-to-market investments to increase retention and product engagement.

Global Professional

Global Professional Adjusted EBITDA for the fiscal years ended March 31, 2024 and 2023 was $43.4 million and $39.4 million, respectively, representing an increase of $4.0 million or 10.2%. The increase was primarily due to higher revenue of $5.2 million as discussed under “—Consolidated Operating Results for the Fiscal Years Ended March 31, 2024 and 2023—Global Professional”.

International

International Adjusted EBITDA for the fiscal years ended March 31, 2024 and 2023 was $30.9 million and $24.1 million, respectively, representing an increase of $6.9 million, or 28.6%. The increase was primarily due to:

•an increase in revenue of $12.5 million as discussed under “—Consolidated Operating Results for the Fiscal Years Ended March 31, 2024 and 2023—International”; partially offset by

Table of Contents

•higher manufacturing and royalty costs of approximately $2.1 million, due to the mix of products being sold and higher raw material costs driven by inflationary pressure;

•higher compensation expenses of approximately $2.1 million, resulting primarily from an annual merit-based compensation increase; and

•higher sales force sales commission of approximately $1.8 million due to higher revenue in the segment.

Non-GAAP Financial Measures

Although we believe these measures are useful for investors for the same reasons, readers of the financial statements should note that these measures are not a substitute for GAAP financial measures or disclosures. We have provided reconciliations of each of these non-GAAP financial measures to the most directly comparable GAAP financial measure.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit) depreciation and amortization.

Adjusted EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering), impairment charges, transaction and integration costs, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Further, although not included in the calculation of Adjusted EBITDA below, we may at times add estimated cost savings and operating synergies related to operational changes ranging from acquisitions or dispositions to restructurings, and exclude one-time transition expenditures that we anticipate we will need to incur to realize cost savings before such savings have occurred.

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue.

During the quarter ended December 31, 2024, our CODM changed the calculation of segment Adjusted EBITDA to no longer include the change in deferred revenue, royalties and commissions. Accordingly, we have updated our Adjusted EBITDA to align with the measure used by the CODM to allocate resources to, and assess the performance of, our segments. Accordingly, we have updated our Adjusted EBITDA for the fiscal years ended March 31, 2024 and 2023 to conform to the new presentation. See Note 12, "Segment Reporting" disclosed in our consolidated financial statements and related notes for the fiscal year ended March 31, 2025 for further details.

Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share

Table of Contents

charges, transaction and integration costs, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations and the related tax impact of those adjustments.

We define Adjusted basic and diluted earnings (loss) per share as Adjusted net income (loss) divided by the basic and diluted weighted average shares outstanding.

Non-GAAP operating and administrative expenses

Adjusted general and administrative expenses is defined as GAAP general and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering), transaction and integration costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Each of the above measures is not a recognized term under GAAP and does not purport to be an alternative to net income (loss), or any other measure derived in accordance with GAAP as a measure of operating performance, or to cash flows from operations as a measure of liquidity. Such measures are presented for supplemental information purposes only, have limitations as analytical tools, and should not be considered in isolation or as substitute measures for our results as reported under GAAP. Management uses non-GAAP financial measures to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our measures may not be comparable to other similarly titled measures of other companies, and our use of these measures varies from others in our industry. Such measures are not intended to be a measure of cash available for management’s discretionary use, as they may not capture actual cash obligations associated with interest payments, taxes and debt service requirements.

Table of Contents

The tables below provide reconciliations of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure on a consolidated basis for the fiscal years ended March 31, 2025, 2024 and 2023.

Reconciliations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin


	Year Ended March 31,
($ in thousands)	2025			2024			2023
Net income (loss)	$	(85,839)		$	(193,019)		$	(404,104)
Interest expense (income), net	293,446			326,438			278,219
Income tax provision (benefit)	96,481			25,294			(49,734)
Depreciation, amortization and product development amortization	362,357			366,381			371,885
EBITDA	$	666,445		$	525,094		$	196,266
Restructuring and cost savings implementation charges (a)	24,626			32,548			20,572
Purchase accounting (b)	—			18,101			46,521
Advisory fees (c)	10,000			10,000			10,000
Impairment charge (d)	—			49,500			312,000
Transaction and integration costs (e)	2,982			8,205			6,542
(Gain) loss on extinguishment of debt (f)	2,719			(3,415)			(4,552)
Other (g)	20,018			16,585			30,603
Adjusted EBITDA	$	726,790		$	656,618		$	617,952

Total Revenue	$	2,101,299		$	1,960,478		$	1,947,773
Net income (loss) margin	(4.1)		%	(9.8)		%	(20.7)		%
Adjusted EBITDA Margin	34.6		%	33.5		%	31.7		%

_____________

(a)Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our formal restructuring initiatives.

(b)Represents the effects of the application of purchase accounting associated with the Acquisition, driven by the step-up of acquired inventory.

(c)For the fiscal years ended March 31, 2025, 2024 and 2023 represents $10.0 million of annual advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering).

For the fiscal year ended March 31, 2023, we recorded a non-cash impairment charge of $312.0 million, reducing goodwill and indefinite-lived intangible trademarks by $258.0 million and $54.0 million, respectively.

(e)This primarily represents transaction and integration costs associated with acquisitions.

(f)For the fiscal year ended March 31, 2025, the amount represents the write-off of unamortized deferred financing fees and debt discount associated with the 2024 Refinancing Transactions.

Table of Contents

reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement of $0.6 million, $0.6 million and $0.2 million, respectively, (vi) non-recurring transaction-related costs associated with this offering that were expensed as incurred of $4.9 million, $0.0 million and $0.0 million, respectively, (vii) lease termination costs of $3.3 million, $0.0 million and $1.2 million, respectively, associated with the early exit of two leased properties in connection with the strategic rationalization of our real estate properties to optimize cost efficiency, (viii) post-acquisition compensation expense of $0.6 million, $2.7 million and $1.2 million, respectively, associated with the acquisition of Boards & Beyond, and (ix) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $5.0 million, $6.8 million, and $4.6 million, respectively, primarily related to individually insignificant miscellaneous items, including asset disposals and third-party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Acquisition which will not renew after the consummation of this offering.

Reconciliations of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share


	Year Ended March 31,
($ in thousands)	2025		2024		2023
Net income (loss)	$	(85,839)	$	(193,019)	$	(404,104)
Amortization of intangible assets (1)	238,240		253,663		266,619
Restructuring and cost savings implementation charges (2)	24,626		32,548		20,572
Purchase accounting (2)	—		18,101		46,521
Advisory fees (2)	10,000		10,000		10,000
Impairment charge (2)	—		49,500		312,000
Transaction and integration costs (2)	2,982		8,205		6,542
(Gain) loss on extinguishment of debt (2)	2,719		(3,415)		(4,552)
Other (2)	20,018		16,585		30,603
Tax impact of adjustments (3)	(10,396)		(12,152)		(100,204)
Adjusted net income (loss)	$	202,350	$	180,016	$	183,997

Basic and diluted earnings (loss) per share	$	(0.55)	$	(1.23)	$	(2.58)
Adjusted basic and diluted earnings (loss) per share	$	1.29	$	1.15	$	1.18
Basic and diluted weighted-average shares outstanding	156,362,027		156,362,027		156,333,807

_____________

(2)Represents the same adjustments used in calculating EBITDA and Adjusted EBITDA.

(3)Represents the tax impact of the adjustments, which are pre-tax, based upon the statutory tax rate.

Table of Contents

Reconciliations of Non-GAAP operating and administrative expenses


	Year Ended March 31,
($ in thousands)	2025		2024		2023
Operating and administrative expenses	$	1,066,496	$	1,027,427	$	1,044,639
Restructuring and cost savings implementation charges	(24,626)		(32,548)		(20,572)
Advisory fees	(10,000)		(10,000)		(10,000)
Transaction and integration costs	(2,982)		(8,205)		(6,542)
Amortization of product development costs	(56,655)		(58,459)		(57,135)
Other	(20,018)		(16,585)		(30,603)
Adjusted operating and administrative expenses (1)	$	952,215	$	901,630	$	919,787

Selling and marketing	$	380,199	$	373,879	$	367,934
Other	(3,210)		(4,678)		(4,526)
Adjusted selling and marketing expenses (1)	$	376,989	$	369,201	$	363,408

General and administrative	$	345,213	$	331,673	$	341,474
Restructuring and cost savings implementation charges	(24,626)		(32,548)		(20,572)
Advisory fees	(10,000)		(10,000)		(10,000)
Transaction and integration costs	(2,982)		(8,205)		(6,542)
Other	(15,747)		(10,689)		(25,818)
Adjusted general and administrative expenses (1)	$	291,858	$	270,231	$	278,542

Research and development	$	284,429	$	263,416	$	278,096
Other	(1,061)		(1,218)		(259)
Adjusted research and development expenses (1)	$	283,368	$	262,198	$	277,837

_____________

Seasonality and Comparability

Our revenues, operating profit and operating cash flows are affected by the inherent seasonality of the academic calendar. For the fiscal year ended March 31, 2025, we realized approximately 25%, 33%, 20% and 22% of our revenues during the first, second, third and fourth quarters, respectively. This seasonality affects operating cash flow from quarter to quarter and there are certain months when we operate at a net cash deficit. Changes in our customers’ ordering patterns may affect the comparison of our current results in prior years where our customers may shift the timing of material orders for any number of reasons, including, but not limited to, changes in academic semester start dates or changes to their inventory management practices. During recent years, as the Higher Education business has transitioned to digital sales, third fiscal quarter sales have partially migrated to the fourth fiscal quarter.

100

Table of Contents

Quarterly Results of Operations

The following tables set forth certain historical consolidated financial information for each of the quarters in the two-year period ended March 31, 2025. The following tables and discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto included elsewhere in this prospectus.


	March 31, 2024								March 31, 2025
($ in thousands; unaudited)	First Quarter 2024		Second Quarter 2024		Third Quarter 2024		Fourth Quarter 2024		First Quarter 2025		Second Quarter 2025		Third Quarter 2025		Fourth Quarter 2025
Revenue	$	501,116	$	641,089	$	398,966	$	419,307	$	522,954	$	688,590	$	416,493	$	473,262
Cost of sales (excluding depreciation and amortization)	129,869		145,553		64,713		80,196		125,290		153,358		65,253		78,393
Gross profit	371,247		495,536		334,253		339,111		397,664		535,232		351,240		394,869
Operating expenses															—
Operating and administrative expenses	249,757		275,667		244,127		257,876		246,271		277,595		250,095		292,535
Depreciation	10,598		11,861		13,324		17,202		14,434		18,307		17,707		16,240
Amortization of intangibles	65,459		64,221		63,121		62,136		61,179		60,234		59,279		58,322
Impairment charge	—		—		7,000		42,500		—		—		—		—
Total operating expenses	325,814		351,749		327,572		379,714		321,884		356,136		327,081		367,097
Operating income (loss)	45,433		143,787		6,681		(40,603)		75,780		179,096		24,159		27,772
Interest expense (income), net	79,563		83,828		83,301		79,746		80,876		80,146		68,877		63,547
(Gain) loss on extinguishment of debt	—		(3,415)		—		—		—		2,719		—		—
Income (loss) from operations before taxes	(34,130)		63,374		(76,620)		(120,349)		(5,096)		96,231		(44,718)		(35,775)
Income tax provision (benefit)	(2,367)		2,842		(688)		25,507		4,351		(37,172)		8,210		121,092
Net income (loss)	$	(31,763)	$	60,532	$	(75,932)	$	(145,856)	$	(9,447)	$	133,403	$	(52,928)	$	(156,867)

101

Table of Contents


	March 31, 2024								March 31, 2025
($ in thousands; unaudited)	First Quarter 2024		Second Quarter 2024		Third Quarter 2024		Fourth Quarter 2024		First Quarter 2025		Second Quarter 2025		Third Quarter 2025		Fourth Quarter 2025
Digital Revenue by Segment:
K-12	$	105,244	$	115,189	$	108,499	$	96,854	$	99,618	$	120,922	$	107,976	$	102,030
Higher Education	136,646		139,968		153,529		203,619		153,955		157,294		162,717		249,100
Global Professional	22,693		23,753		25,773		24,983		25,093		25,251		26,398		26,254
International	23,228		21,387		27,777		26,193		24,559		23,975		30,561		23,624
Other	—		—		—		—		—		—		—		—

Print Revenue by Segment:
K-12	$	161,097	$	247,583	$	36,857	$	33,532	$	175,209	$	283,723	$	42,206	$	38,800
Higher Education	9,431		40,241		18,718		35		5,891		29,596		19,043		5,014
Global Professional	14,336		16,350		11,422		13,769		10,194		15,163		9,133		12,102
International	30,217		35,282		15,523		20,857		33,752		31,202		14,328		19,401
Other	(1,776)		1,336		868		(535)		(5,317)		1,464		4,131		(3,063)

Total Revenue	$	501,116	$	641,089	$	398,966	$	419,307	$	522,954	$	688,590	$	416,493	$	473,262


	March 31, 2024								March 31, 2025
($ in thousands; unaudited)	First Quarter 2024		Second Quarter 2024		Third Quarter 2024		Fourth Quarter 2024		First Quarter 2025		Second Quarter 2025		Third Quarter 2025		Fourth Quarter 2025
Adjusted EBITDA by Segment:
K-12	$	88,053	$	168,713	$	25,596	$	9,004	$	91,207	$	185,767	$	25,941	$	2,418
Higher Education	52,267		69,359		78,048		90,557		73,120		78,848		80,847		118,047
Global Professional	10,388		12,521		10,280		10,213		10,162		12,948		10,172		11,823
International	8,966		11,566		5,170		5,224		12,884		11,237		6,436		5,185
Other	1,446		1,873		2,355		(4,981)		(8,779)		1,537		2,812		(5,822)

102

Table of Contents

Liquidity and Capital Resources


	March 31,
($ in thousands)	2025		2024
Cash and cash equivalents	$	389,830	$

McGraw Hill, Inc. S-1/A