SCHOLASTIC CORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The following table provides information with respect to repurchases of shares of Common Stock by the Corporation during the three months ended February 28, 2022: Issuer Purchases of Equity Securities (Dollars in millions, except per share amounts) Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares (or approximate dollar value) that may yet be purchased under the plans or programs (i) December 1 through December 31, 2021 20,700 37.43 20,700 $62.3 January 1 through January 31, 2022 (ii) 312,434 40.65 312,434 49.6 February 1 through February 28, 2022 45,257 41.56 45,257 47.7 Total 378,391 378,391 $47.7 (i) Represents the amount remaining at February 28, 2022 under the current $50.0 Board authorization for Common share repurchases announced on March 18, 2020, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions. See Note 12 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for a description of the Company’s share buy-back program and share repurchase authorizations. (ii) Includes 300,000 shares repurchased from a related party in a privately negotiated transaction at a discount to market price. See Note 18 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for details regarding the related party transaction. 38 SCHOLASTIC CORPORATION Item 6. Exhibits Exhibits: 10.1 Share Repurchase Agreement between Scholastic Corporation and the Preliminary co-Executors of the Estate of M. Richard Robinson, Jr., effective January 12, 2022. 10.2* Offer of Employment Letter between Scholastic Corporation and Mary Beech, effective January 4, 2022. 10.3* Supplemental Incentive Bonus Plan Agreement between Scholastic Corporation and Rosamund M. Else-Mitchell, effective February 8, 2022. 31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 28, 2022 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. 104 Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101. * The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K. 39 SCHOLASTIC CORPORATION QUARTERLY REPORT ON FORM 10-Q, DATED February 28, 2022 Exhibits Index Exhibit Number Description of Document 10.1 Share Repurchase Agreement between Scholastic Corporation and the Preliminary co-Executors of the Estate of M. Richard Robinson, Jr., effective January 12, 2022. 10.2* Offer of Employment Letter between Scholastic Corporation and Mary Beech , effective January 4, 2022. 10.3* Supplemental Incentive Bonus Plan Agreement between Scholastic Corporation and Rosamund M. Else-Mitchell, effective February 8, 2022. 31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 28, 2022 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. 104 Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101. * The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K. 40 SCHOLASTIC CORPORATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SCHOLASTIC CORPORATION (Registrant) Date: March 18, 2022 By: /s/ Peter Warwick Peter Warwick President and Chief Executive Officer (Principal Executive Officer) Date: March 18, 2022 By: /s/ Kenneth J. Cleary Kenneth J. Cleary Chief Financial Officer (Principal Financial Officer) 41