Other Information
−Removed: Insider Adoption or Termination of Trading Arrangements
−Removed: During the three months ended February 29, 2024, none of our directors or officers informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).
+Added: During the three months ended August 31, 2024, none of our directors or officers informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).
SCHOLASTIC CORPORATION
−Removed: 10.27 Securities Purchase Agreement between the Purchaser, each of the Sellers and the Sellers’ Representative dated March 11, 2024 (incorporated by reference to Form 8-K filed March 12, 2024)**
−Removed: 10.28 Guarantee Agreement dated March 11, 2024 (incorporated by reference to Form 8-K filed March 12, 2024)
−Removed: 10.29* Employment Agreement Amendment dated January 25, 2024 between Peter Warwick and the Company (incorporated by reference to Form 8-K filed January 25, 2024)
−Removed: 10.30* Employment Agreement dated December 5, 2023 between Haji Glover and Scholastic Inc.
−Removed: (incorporated by reference to Form 8-K filed January 8, 2024)
+Added: 21 Subsidiaries of the Corporation, as of August 31, 2024.
31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
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.
−Removed: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 29, 2024 formatted in Inline Extensible Business Reporting Language:
+Added: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2024 formatted in Inline Extensible Business Reporting Language:
(i) Condensed Consolidated Statements of Operations;
4 unchanged sentences
104 Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
−Removed: * The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.
−Removed: ** The Company has filed a redacted version of the Securities Purchase Agreement, omitting the portions of the Agreement (indicated by asterisks) which the Company desires to keep confidential.
SCHOLASTIC CORPORATION
−Removed: QUARTERLY REPORT ON FORM 10-Q, DATED February 29, 2024
+Added: QUARTERLY REPORT ON FORM 10-Q, DATED August 31, 2024
Exhibits Index
Exhibit Number Description of Document
−Removed: 10.27 Securities Purchase Agreement between the Purchaser, each of the Sellers and the Sellers’ Representative dated March 11, 2024 (incorporated by reference to Form 8-K filed March 12, 2024)**
−Removed: 10.28 Guarantee Agreement dated March 11, 2024 (incorporated by reference to Form 8-K filed March 12, 2024)
−Removed: 10.29* Employment Agreement Amendment dated January 25, 2024 between Peter Warwick and the Company (incorporated by reference to Form 8-K filed January 25, 2024)
−Removed: 10.30* Employment Agreement dated December 5, 2023 between Haji Glover and Scholastic Inc.
−Removed: (incorporated by reference to Form 8-K filed January 8, 2024)
+Added: 21 Subsidiaries of the Corporation, as of August 31, 2024.
31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
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.
−Removed: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 29, 2024 formatted in Inline Extensible Business Reporting Language:
+Added: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2024 formatted in Inline Extensible Business Reporting Language:
(i) Condensed Consolidated Statements of Operations;
4 unchanged sentences
104 Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
−Removed: * The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.
−Removed: ** The Company has filed a redacted version of the Securities Purchase Agreement, omitting the portions of the Agreement (indicated by asterisks) which the Company desires to keep confidential.
SCHOLASTIC CORPORATION
1 unchanged sentence
SCHOLASTIC CORPORATION
−Removed: March 22, 2024 By:
+Added: September 27, 2024 By:
/s/ Peter Warwick
Peter Warwick
−Removed: President and Chief
−Removed: Executive Officer
+Added: President and Chief Executive Officer
(Principal Executive Officer)
−Removed: March 22, 2024 By:
−Removed: Chief Financial Officer, Executive Vice President
+Added: September 27, 2024 By:
+Added: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.