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, 2023: 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, 2022 202,749 39.25 202,749 $67.0 January 1 through January 31, 2023 472,124 42.10 472,124 47.2 February 1 through February 28, 2023 417,773 45.42 417,773 28.2 Total 1,092,646 1,092,646 $28.2 (i) Represents the amount remaining at the respective period end. At February 28, 2023, $28.2 remained under the $48.8 Board authorization for Common share repurchases announced on December 14, 2022, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions. See Note 13 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for a description of the Company’s share buy-back program and share repurchase authorizations. Subsequent to February 28, 2023, the Board authorized an additional $50.0, resulting in a current authorization of $75.2, for Common share repurchases, which includes the remaining $28.2 from the previous Board authorization less share repurchases of $3.0 subsequent to February 28, 2023. 35 SCHOLASTIC CORPORATION Item 6. Exhibits Exhibits: 10.1 Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) among Scholastic Corporation and Scholastic Inc., as Borrowers, the lenders from time to time party thereto, Wells Fargo Bank, National Association and Truist Bank as Co-Syndication Agents, Fifth Third Bank, National Association, HSBC Bank USA, National Association, and Citibank, N.A. as Co-Agents and Bank of America, N.A., as Administrative Agent (supersedes and replaces Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 17, 2021, SEC File No. 000-19860). 10.2 First Amendment , dated as of February 28, 2023 to the Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent. 10.3 Second Amendment , dated as of February 28, 2023 to the Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent. 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, 2023 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. 36 SCHOLASTIC CORPORATION QUARTERLY REPORT ON FORM 10-Q, DATED February 28, 2023 Exhibits Index Exhibit Number Description of Document 10.1 Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) among Scholastic Corporation and Scholastic Inc., as Borrowers, the lenders from time to time party thereto, Wells Fargo Bank, National Association and Truist Bank as Co-Syndication Agents, Fifth Third Bank, National Association, HSBC Bank USA, National Association, and Citibank, N.A. as Co-Agents and Bank of America, N.A., as Administrative Agent (supersedes and replaces Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 17, 2021, SEC File No. 000-19860). 10.2 First Amendment, dated as of February 28, 2023 to the Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent. 10.3 Second Amendment, dated as of February 28,2023 to the Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent. 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, 2023 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. 37 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 24, 2023 By: /s/ Peter Warwick Peter Warwick President and Chief Executive Officer (Principal Executive Officer) Date: March 24, 2023 By: /s/ Kenneth J. Cleary Kenneth J. Cleary Chief Financial Officer (Principal Financial Officer) 38