What changed in this filing

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Item 1. Financial Statements

2025-12-19 compared with 2025-09-19 · 302 added, 95 removed, 627 unchanged (39% of the section changed)

3 unchanged sentences

(Dollar amounts in millions, except per share data)

Three months ended

August 31, August 31,

Three months ended Six months ended

November 30, November 30, November 30, November 30,

2025 2024 2025 2024

Revenues $ 551.1 $ 544.6 $ 776.7 $ 781.8

8 unchanged sentences

Other components of net periodic benefit (cost) ( 0.4 ) ( 0.3 ) ( 0.7 ) ( 0.6 )

Other non-operating income (expense) ( 1.6 ) — ( 1.6 ) —

Earnings (loss) before income taxes 75.9 70.0 ( 21.1 ) ( 21.8 )

8 unchanged sentences

(Dollar amounts in millions)

Three months ended

August 31, August 31,

Three months ended Six months ended

November 30, November 30, November 30, November 30,

2025 2024 2025 2024

Net income (loss) $ 55.9 $ 48.8 $ ( 15.2 ) $ ( 13.7 )

8 unchanged sentences

(Dollar amounts in millions, except per share data)

August 31, 2025 May 31, 2025 August 31, 2024

November 30, 2025 May 31, 2025 November 30, 2024

(unaudited) (audited) (unaudited)

5 unchanged sentences

Tax credit receivable 17.0 21.0 3.3

19.0 21.0 1.0

Prepaid expenses and other current assets 61.1 47.9 67.6

Assets held for sale 350.7 — —

Total current assets 1,134.5 725.3 811.5

3 unchanged sentences

Investment in film and television programs, net 40.3 42.1 37.9

44.6 42.1 40.4

Operating lease right-of-use assets, net 91.1 103.9 100.4

2 unchanged sentences

Other intangible assets, net 83.0 87.9 88.6

86.6 87.9 94.7

Noncurrent deferred income taxes 53.2 34.7 22.9

12 unchanged sentences

Operating lease liabilities 26.6 26.8 26.0

Liabilities held for sale 18.5 — —

Total current liabilities 679.5 626.4 655.8

2 unchanged sentences

Operating lease liabilities 78.9 91.5 85.6

Film related obligations — — 13.3

Other noncurrent liabilities 29.8 35.7 46.1

43 unchanged sentences

Balance at August 31, 2024 0.8 $ 0.0 27.3 $ 0.4 $ 606.3 $ ( 44.1 ) $ 955.6 $ ( 560.9 ) $ 957.3

Net Income (loss) — — — — — — 48.8 — 48.8

Foreign currency translation adjustment — — — — — ( 11.9 ) — — ( 11.9 )

Pension and post-retirement adjustments (net of tax of $ 0.0 )

— — — — — 0.2 — — 0.2

Stock-based compensation — — — — 2.1 — — — 2.1

Proceeds pursuant to stock-based compensation plans — — — — ( 0.5 ) — — — ( 0.5 )

Purchases of treasury stock at cost — — ( 0.1 ) — — — — ( 5.0 ) ( 5.0 )

Treasury stock issued pursuant to equity-based plans — — 0.1 — ( 4.4 ) — — 5.1 0.7

Dividends ($ 0.20 per share)

— — — — — — ( 5.7 ) — ( 5.7 )

Balance at November 30, 2024 0.8 $ 0.0 27.3 $ 0.4 $ 603.5 $ ( 55.8 ) $ 998.7 $ ( 560.8 ) $ 986.0

Class A Stock Common Stock Additional Paid-in Capital Accumulated

16 unchanged sentences

Balance at August 31, 2025 0.8 $ 0.0 24.3 $ 0.4 $ 607.9 $ ( 37.7 ) $ 923.5 $ ( 616.1 ) $ 878.0

Net Income (loss) — — — — — — 55.9 — 55.9

Foreign currency translation adjustment — — — — — ( 3.8 ) — — ( 3.8 )

Pension and post-retirement adjustments (net of tax of $ 0.0 )

— — — — — 0.2 — — 0.2

Stock-based compensation — — — — 2.5 — — — 2.5

Proceeds pursuant to stock-based compensation plans — — — — 2.9 — — — 2.9

Treasury stock issued pursuant to equity-based plans — — 0.3 — ( 9.2 ) — — 9.9 0.7

Dividends ($ 0.20 per share)

— — — — — — ( 5.2 ) — ( 5.2 )

Balance at November 30, 2025 0.8 $ 0.0 24.6 $ 0.4 $ 604.1 $ ( 41.3 ) $ 974.2 $ ( 606.2 ) $ 931.2

See accompanying notes

2 unchanged sentences

(Dollar amounts in millions)

Three months ended

August 31, August 31,

Six months ended

November 30, November 30,

Cash flows - operating activities:

20 unchanged sentences

Investment in film and television programs

( 5.6 ) ( 5.8 )

Royalty advances 6.9 ( 15.4 )

Employee benefit plan contribution ( 8.6 ) —

Accounts payable ( 3.5 ) 16.6

72 unchanged sentences

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software." The amendments in this Update remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

Therefore, an entity is required to start capitalizing software costs when both of the following occur:

Management has authorized and committed to funding the software project.

It is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in this Update specify that the disclosures in Subtopic 360-10, "Property, Plant, and Equipment—Overall," are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements.

Additionally, the amendments clarify that the intangibles disclosures in paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use software costs.

Furthermore, the amendments in this Update supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40.

This ASU is effective for the Company's fiscal year 2029.

Early adoption is permitted.

The Company is currently assessing the impact of this ASU on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326):

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The Company is currently assessing the impact of the disclosure requirements on its consolidated financial statements.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740)." The amendments in this update enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740)." The amendments in this update enhance the transparency and decision usefulness of income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

The amendments in this ASU require more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

This ASU will be effective for the Company's annual disclosures for fiscal year 2026.

The amendments are to be applied prospectively, but may be applied retrospectively to all prior periods presented in the financial statements.

This ASU will be effective for the Company's annual disclosures for fiscal year 2026 and the Company will apply the amendments prospectively.

The Company expects the adoption of this ASU to primarily result in additional disclosures related to tax rates for certain individual states.

5 unchanged sentences

The following table presents the Company’s segment revenues disaggregated by region and domestic channel:

Three months ended

August 31, August 31,

Three months ended Six months ended

November 30, November 30, November 30, November 30,

2025 2024 2025 2024

Book Clubs - U.S.

$ 28.5 $ 33.2 $ 30.3 $ 35.9

Book Fairs - U.S.

242.0 231.0 276.1 259.8

102.9 91.0 164.1 149.2

Trade - International (1)

7.5 11.8 19.8 27.5

Total Children's Book Publishing and Distribution $ 380.9 $ 367.0 $ 490.3 $ 472.4

3 unchanged sentences

Entertainment - U.S.

$ 1.6 $ 1.3 $ 3.0 $ 2.9

Entertainment - International (2)

13.5 15.5 25.7 30.5

Total Entertainment $ 15.1 $ 16.8 $ 28.7 $ 33.4

2 unchanged sentences

International - Other Markets (4)

11.2 11.1 21.7 19.8

Total International $ 89.5 $ 86.7 $ 148.9 $ 143.5

$ 3.4 $ 2.9 $ 6.5 $ 5.6

Total Overhead $ 3.4 $ 2.9 $ 6.5 $ 5.6

6 unchanged sentences

Estimated Returns

A liability for expected returns of $ 32.9 , $ 34.4 , and $ 30.7 is recorded within Other accrued expenses as of August 31, 2025, May 31, 2025, and August 31, 2024, respectively.

In addition, a return asset of $ 3.1 , $ 3.7 , and $ 3.9 is recorded within Prepaid expenses and other current assets as of August 31, 2025, May 31, 2025, and August 31, 2024, respectively, for the recoverable cost of product estimated to be returned by customers.

A liability for expected returns of $ 39.5 , $ 34.4 , and $ 34.8 is recorded within Other accrued expenses as of November 30, 2025, May 31, 2025, and November 30, 2024, respectively.

In addition, a return asset of $ 3.4 , $ 3.7 , and $ 4.0 is recorded within Prepaid expenses and other current assets as of November 30, 2025, May 31, 2025, and November 30, 2024, respectively, for the recoverable cost of product estimated to be returned by customers.

SCHOLASTIC CORPORATION

3 unchanged sentences

The following table presents further detail regarding the Company's contract liabilities as of the dates indicated:

August 31, 2025 May 31, 2025 August 31, 2024

November 30, 2025 May 31, 2025 November 30, 2024

Book fairs incentive credits $ 124.2 $ 122.1 $ 120.8

10 unchanged sentences

The Company's contract liabilities consist of advance billings and payments received from customers in excess of revenue recognized and revenue allocated to outstanding book fairs incentive credits.

Contract liabilities of $ 181.0 , $ 178.8 and $ 173.9 as of August 31, 2025, May 31, 2025 and August 31, 2024, respectively, are recorded within Deferred revenue on the Company's Condensed Consolidated Balance Sheets and are classified as short term, as substantially all of the associated performance obligations are expected to be satisfied, and related revenue recognized, within one year.

The remaining $ 3.7 , $ 4.2 and $ 6.3 of contract liabilities as of August 31, 2025, May 31, 2025 and August 31, 2024, respectively, are recorded within Other noncurrent liabilities on the Company's Condensed Consolidated Balance Sheets as the associated performance obligations are expected to be satisfied, and related revenue recognized, in excess of one year.

The Company recognized revenue which was included in the opening Deferred revenue balance in the amount of $ 37.0 and $ 29.2 for the three months ended August 31, 2025, and August 31, 2024, respectively.

Contract liabilities of $ 227.2 , $ 178.8 and $ 225.0 as of November 30, 2025, May 31, 2025 and November 30, 2024, respectively, are recorded within Deferred revenue on the Company's Condensed Consolidated Balance Sheets and are classified as short term, as substantially all of the associated performance obligations are expected to be satisfied, and related revenue recognized, within one year.

The remaining $ 3.3 , $ 4.2 and $ 5.9 of contract liabilities as of November 30, 2025, May 31, 2025 and November 30, 2024, respectively, are recorded within Other noncurrent liabilities on the Company's Condensed Consolidated Balance Sheets as the associated performance obligations are expected to be satisfied, and related revenue recognized, in excess of one year.

The Company recognized revenue which was included in the opening Deferred revenue balance in the amount of $ 43.3 and $ 80.3 for the three and six months ended November 30, 2025, respectively, and $ 41.9 and $ 71.1 for the three and six months ended November 30, 2024, respectively.

Allowance for Credit Losses

9 unchanged sentences

Balance as of August 31, 2025 $ 10.9

Provision (benefit) 3.1

Write-offs and other ( 2.3 )

Balance as of November 30, 2025 $ 11.7

SCHOLASTIC CORPORATION

6 unchanged sentences

This segment is comprised of two operating segments.

• Education Solutions includes the publication and distribution to schools and libraries of children’s books, classroom magazines, print and digital supplemental and core classroom materials and programs and related support services, and print and online reference and non-fiction products for grades pre-kindergarten to 12 in the United States.

• Education Solutions includes the publication and distribution to schools and libraries of children’s books, classroom magazines, print and digital supplemental and core classroom materials and programs, including related support services, and print and online reference and non-fiction products for grades pre-kindergarten to 12 in the United States.

This segment is comprised of one operating segment.

7 unchanged sentences

The following tables present the Company’s revenue, significant expenses, and operating income (loss) by segment for the periods indicated:

Three months ended August 31, 2025

SCHOLASTIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Dollar amounts in millions, except per share data)

Three months ended November 30, 2025

Children's Book Publishing and Distribution Education Solutions Entertainment International Overhead (1)

10 unchanged sentences

Other components of net periodic benefit (cost) ( 0.4 )

Other non-operating income (expense) ( 1.6 )

Earnings (loss) before income taxes $ 75.9

5 unchanged sentences

(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method.

A loss of less than $ 0.1 was recognized within the Entertainment segment and a loss of $ 0.1 was recognized within the International segment.

Income of less than $ 0.1 and $ 0.4 was recognized within the Entertainment and International segments, respectively.

(4) Other segment items include asset impairments and write downs.

(5) Segment assets within Overhead include assets held for sale.

Refer to Note 4, "Assets and Liabilities Held for Sale," for further details.

Three months ended November 30, 2024

Children's Book Publishing and Distribution Education Solutions Entertainment International Overhead (1)

Revenues $ 367.0 $ 71.2 $ 16.8 $ 86.7 $ 2.9 $ 544.6

Cost of goods sold (2)

143.3 27.3 10.6 48.9 ( 1.5 ) 228.6

Selling, general and administrative expenses (2)(3)

115.9 41.7 8.1 30.6 28.6 224.9

Depreciation and amortization 5.7 2.7 2.8 1.5 3.6 16.3

Other segment items (4)

— — — — 0.1 0.1

Operating income (Loss) $ 102.1 $ ( 0.5 ) $ ( 4.7 ) $ 5.7 $ ( 27.9 ) $ 74.7

Interest income (expense), net ( 4.4 )

Other components of net periodic benefit (cost) ( 0.3 )

Earnings (loss) before income taxes $ 70.0

Other segment disclosures:

Segment assets $ 658.6 $ 211.0 $ 263.0 $ 253.8 $ 650.4 $ 2,036.8

Long-lived asset additions 2.8 — 0.1 0.8 1.8 5.5

(1) Overhead includes all domestic corporate amounts not allocated to segments, including expenses and costs related to the management of corporate assets and rental income related to leased space in the Company's headquarters.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method.

Income of less than $ 0.1 and $ 0.6 was recognized in the Entertainment and International segments, respectively.

(4) Other segment items include asset impairments and write downs.

SCHOLASTIC CORPORATION

1 unchanged sentence

(Dollar amounts in millions, except per share data)

Three months ended August 31, 2024

Six months ended November 30, 2025

Children's Book Publishing and Distribution Education Solutions Entertainment International Overhead (1)

5 unchanged sentences

Depreciation and amortization 10.8 5.7 6.3 2.8 7.2 32.8

Other segment items (4)

0.8 3.4 5.2 — — 9.4

Operating income (loss) $ 73.7 $ ( 25.9 ) $ ( 13.0 ) $ 8.2 $ ( 52.3 ) $ ( 9.3 )

Interest income (expense), net ( 9.5 )

Other components of net periodic benefit (cost) ( 0.7 )

Other non-operating income (expense) ( 1.6 )

Earnings (loss) before income taxes $ ( 21.1 )

Other segment disclosures:

Segment assets (5)

$ 666.6 $ 210.7 $ 243.1 $ 261.8 $ 612.2 $ 1,994.4

Long-lived asset additions 2.2 0.1 0.1 4.7 7.1 14.2

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method.

A loss of less than $ 0.1 and income of $ 0.3 , was recognized within the Entertainment and International segments, respectively.

(4) Other segment items include asset impairments and write downs.

(5) Segment assets within Overhead include assets held for sale.

Refer to Note 4, "Assets and Liabilities Held for Sale," for further details.

Six months ended November 30, 2024

Children's Book Publishing and Distribution Education Solutions Entertainment International Overhead (1)

Revenues $ 472.4 $ 126.9 $ 33.4 $ 143.5 $ 5.6 $ 781.8

Cost of goods sold (2)

202.2 54.7 18.9 84.2 ( 3.1 ) 356.9

Selling, general and administrative expenses (2)(3)

193.4 84.4 14.6 58.9 55.7 407.0

Depreciation and amortization 11.3 5.3 5.1 3.0 6.9 31.6

Other segment items (4)

— — — — 0.1 0.1

Operating income (Loss) $ 65.5 $ ( 17.5 ) $ ( 5.2 ) $ ( 2.6 ) $ ( 54.0 ) $ ( 13.8 )

Interest income (expense), net ( 7.4 )

7 unchanged sentences

(3) Selling, general and administrative expenses includes equity in the net income (loss) of investees accounted for by the equity method.

Income of $ 0.2 was recognized within the Entertainment segment and a loss of less than $ 0.1 was recognized in the International segment.

Income of $ 0.2 and $ 0.6 was recognized in the Entertainment and International segments, respectively.

(4) Other segment items include asset impairments and write downs.

SCHOLASTIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Dollar amounts in millions, except per share data)

The following table presents geographic information for revenues for the periods indicated.

Revenues are attributed to locations based on the origin of sale.

Three months ended August 31,

Three months ended November 30, Six months ended November 30,

2025 2024 2025 2024

United States $ 440.6 $ 430.6 $ 582.3 $ 580.3

3 unchanged sentences

Long-lived assets consist of property, plant and equipment, net, excluding capitalized software.

August 31, 2025 August 31, 2024

November 30, 2025 November 30, 2024

United States (1)

$ 89.7 $ 438.9

International 34.6 32.9

Total Long-lived assets $ 124.3 $ 471.8

(1) Long-lived assets excludes assets held for sale.

Refer to Note 4, "Assets and Liabilities Held for Sale," for further details.

ASSETS AND LIABILITIES HELD FOR SALE

During the second quarter of fiscal 2026, the Company committed to a plan to sell the buildings located at 555-557 Broadway in New York, NY (SoHo), which comprise the Company's headquarters, and its primary distribution facility in Jefferson City, MO.

Refer to Note 19, "Subsequent Events," for details regarding the sale-leaseback agreements entered into subsequent to November 30, 2025.

At November 30, 2025, the Company determined that the criteria has been met for classification as held for sale in accordance with ASC 360, Property, Plant, and Equipment .

Upon classification, the assets held for sale were measured at the lower of carrying value or fair value less costs to sell and no further depreciation is recorded.

Based on the Company's assessment, the fair value less costs to sell exceeded the carrying value and therefore no impairment loss was recognized.

These assets are included in Overhead .

The Company expects the sale of each of these facilities to result in a gain on sale.

The following tables present the assets and liabilities held for sale by major asset class for each disposal group as of November 30, 2025:

SoHo Headquarters Jefferson City Distribution Facility Total

Land $ 67.9 $ 4.6 $ 72.5

Building and improvements 240.6 10.8 251.4

Equipment 0.1 0.1 0.2

Prepaid expenses and other current assets (1)

Other assets and deferred charges (1)

Total Assets held for sale $ 335.2 $ 15.5 $ 350.7

Deferred tax liabilities $ 17.6 $ 0.9 $ 18.5

Total Liabilities held for sale $ 17.6 $ 0.9 $ 18.5

(1) Includes current and noncurrent deferred lease income and deferred lease costs.

ASSET WRITE DOWN

2 unchanged sentences

The assets consisted of capitalized costs related to cloud computing arrangements and were included within the Children's Book Publishing and Distribution segment.

Accordingly, the Company recognized an impairment charge of $ 0.8 which was included in Asset impairments and write downs within the Company's Condensed Consolidated Statement of Operations for the quarter ended August 31, 2025.

The related impact of the impairments was a loss per basic and diluted share of Class A and Common Stock of $ 0.02 in the three months ended August 31, 2025.

Accordingly, the Company

SCHOLASTIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Dollar amounts in millions, except per share data)

recognized an impairment charge of $ 0.8 which was included in Asset impairments and write downs within the Company's Condensed Consolidated Statement of Operations for the three months ended August 31, 2025.

During the second quarter of fiscal 2026, the Company identified assets that were not recoverable as the Company ceased development activities for certain education products and film and television programs.

The related assets consisted of prepublication costs of $ 3.4 included in the Education Solutions segment and investment in film and television programs and other production costs of $ 4.9 included in the Entertainment segment.

In addition, the Company identified indicators of impairment related to its 12 % ownership interest in a children's book publishing business located in the UK as the business is being wound down.

This investment had a carrying value of $ 0.3 and was included in the Entertainment segment.

The Company performed an assessment and concluded the investment was not recoverable.

Accordingly, the Company recognized total impairment charges of $ 8.6 which were included in Asset impairments and write downs within the Company's Condensed Consolidated Statement of Operations for the three months ended November 30, 2025.

The related impact of the impairments was a loss per basic and diluted share of Class A and Common Stock of $ 0.26 and $ 0.25 , respectively, in the three months ended November 30, 2025.

For the six months ended November 30, 2025, the related impact of the total impairment charges of $ 9.4 was a loss per basic and diluted share of Class A and Common Stock of $ 0.28 .

The following table summarizes the carrying value of the Company's debt, excluding film related obligations, as of the dates indicated:

August 31, 2025 May 31, 2025 August 31, 2024

November 30, 2025 May 31, 2025 November 30, 2024

Credit Agreement $ 275.0 $ 250.0 $ 250.0

3 unchanged sentences

Total long-term debt $ 275.0 $ 250.0 $ 250.0

The following table sets forth the maturities of the carrying values of the Company's debt obligations, excluding film related obligations, as of August 31, 2025 for the twelve month periods ended August 31:

The following table sets forth the maturities of the carrying values of the Company's debt obligations, excluding film related obligations, as of November 30, 2025 for the twelve month periods ended November 30:

Total Debt $ 280.6

7 unchanged sentences

• a Term SOFR Advance equal to the Term SOFR rate plus an applicable margin ranging from 1.625 % to 1.875 %, as determined by the Company’s prevailing Consolidated Net Leverage Ratio (as defined in the Credit Agreement).

As of August 31, 2025, the applicable margin on Base Rate Advances was 0.75 % and the applicable margin on SOFR Advances was 1.75 %.

As of November 30, 2025, the applicable margin on Base Rate Advances was 0.75 % and the applicable margin on SOFR Advances was 1.75 %.

The Credit Agreement provides for payment of a commitment fee in respect of the aggregate unused amount of revolving credit commitments ranging from 0.20 % to 0.30 % per annum based upon the Corporation’s then prevailing Consolidated Net Leverage Ratio.

As of August 31, 2025, the commitment fee rate was 0.25 %.

As of November 30, 2025, the commitment fee rate was 0.25 %.

A portion of the revolving credit facility, up to a maximum of $ 50.0 , is available for the issuance of letters of credit.

1 unchanged sentence

The Credit Agreement has an accordion feature which permits the Company, provided certain conditions are satisfied (as defined in the Credit Agreement), to increase the facility by up to an additional $ 150.0 .

As of August 31, 2025, the Company had outstanding borrowings of $ 325.0 under the Credit Agreement at a weighted average interest rate of 6.1 %.

As of November 30, 2025, the Company had outstanding borrowings of $ 275.0 under the Credit Agreement at a weighted average interest rate of 5.7 %.

While this obligation is not due until the November 26, 2029 maturity date, the Company may, from time to time, make payments to reduce this obligation when cash from operations becomes available for this purpose.

As of August 31, 2024, outstanding borrowings under the Credit Agreement were $ 225.0 at a weighted average interest rate of 6.8 %.

As of November 30, 2024, outstanding borrowings under the Credit Agreement were $ 250.0 at a weighted average interest rate of 6.8 %.

The Credit Agreement contains certain financial covenants related to leverage and interest coverage ratios (as defined in the Credit Agreement), limitations on the amount of dividends and other distributions, and other limitations on fundamental changes to the Company or its business.

The Company was in compliance with required covenants for all periods presented.

At August 31, 2025, the Company had open standby letters of credit totaling $ 4.0 issued under certain credit lines, including $ 0.4 under the Credit Agreement and $ 3.6 under the domestic credit lines discussed below.

At November 30, 2025, the Company had open standby letters of credit totaling $ 4.0 issued under certain credit lines, including $ 0.4 under the Credit Agreement and $ 3.6 under the domestic credit lines discussed below.

Unsecured Lines of Credit

As of August 31, 2025, the Company’s domestic credit lines available under unsecured money market bid rate credit lines totaled $ 10.0 .

There were no outstanding borrowings under these credit lines as of August 31, 2025, May 31, 2025 and August 31, 2024.

As of August 31, 2025, availability under these unsecured money market bid rate credit lines totaled $ 6.4 , excluding commitments of $ 3.6 .

As of November 30, 2025, the Company’s domestic credit lines available under unsecured money market bid rate credit lines totaled $ 10.0 .

There were no outstanding borrowings under these credit lines as of November 30, 2025, May 31, 2025 and November 30, 2024.

As of November 30, 2025, availability under these unsecured money market bid rate credit lines totaled $ 6.4 , excluding commitments of $ 3.6 .

All loans made under these credit lines are at the sole discretion of the lender and at an interest rate and term agreed to at the time each loan is made, but not to exceed 365 days.

These credit lines may be renewed, if requested by the Company, at the option of the lender.

As of August 31, 2025, the Company had various local currency international credit lines totaling $ 28.8 underwritten by banks primarily in the United States, Canada and the United Kingdom.

Outstanding borrowings under these facilities were $ 6.2 at August 31, 2025 at a weighted average interest rate of 4.9 %, compared to outstanding borrowings of $ 6.2 at May 31, 2025 at a weighted average interest rate of 4.5 %, and $ 6.1 at August 31, 2024 at a weighted average interest rate of 4.3 %.

As of August 31, 2025, the amounts available under these facilities totaled $ 22.6 .

As of November 30, 2025, the Company had various local currency international credit lines totaling $ 31.6 underwritten by banks primarily in the United States, Australia, Canada and the United Kingdom.

Outstanding borrowings under these facilities were $ 5.6 at November 30, 2025 at a weighted average interest rate of 4.4 %, compared to outstanding borrowings of $ 6.2 at May 31, 2025 at a weighted average interest rate of 4.5 %, and $ 6.2 at November 30, 2024 at a weighted average interest rate of 4.2 %.

As of November 30, 2025, the amounts

available under these facilities totaled $ 26.0 .

These credit lines are typically available for overdraft borrowings or loans up to 364 days and may be renewed, if requested by the Company, at the sole option of the lender.

2 unchanged sentences

The interim production credit facilities are secured by an assignment and direction of specific production financing including tax credits and license contract receivables and are due on demand.

As of August 31, 2025, interest is charged at the following rates:

As of November 30, 2025, interest is charged at the following rates:

• the bank prime rate plus a margin ranging from 0.50 % to 0.75 % for Canadian dollar loans;

• SOFR plus a margin of 3.00 % for U.S.

Outstanding borrowings under these facilities were $ 14.7 at a weighted average interest rate of 6.0 % at August 31, 2025, $ 18.3 at a weighted average interest rate of 6.2 % at May 31, 2025 and $ 34.1 at a weighted average interest rate of 7.8 % at August 31, 2024.

SCHOLASTIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Dollar amounts in millions, except per share data)

• SOFR plus a margin ranging from 2.25 % to 3.00 % for U.S.

Outstanding borrowings under these facilities were $ 14.8 at a weighted average interest rate of 5.5 % at November 30, 2025, $ 18.3 at a weighted average interest rate of 6.2 % at May 31, 2025 and $ 21.6 at a weighted average interest rate of 6.9 % at November 30, 2024, of which $ 8.3 were classified as current obligations.

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

The following table summarizes the reconciliation of the numerators and denominators for the basic and diluted earnings (loss) per share computation for the periods indicated:

Three months ended

August 31, August 31,

Three months ended Six months ended

November 30, November 30,

2025 2024 2025 2024

Net income (loss) attributable to Class A and Common Stockholders $ 55.9 $ 48.8 $ ( 15.2 ) $ ( 13.7 )

5 unchanged sentences

Diluted $ 2.17 $ 1.71 $ ( 0.60 ) $ ( 0.48 )

Anti-dilutive shares pursuant to stock-based compensation plans*

* The Company experienced a net loss for the three months ended August 31, 2025 and August 31, 2024 and therefore did not report any dilutive share impact.

The following potential common shares were excluded from the loss per diluted share computation as of August 31, 2025:

Anti-dilutive shares pursuant to stock-based compensation plans (in millions)*

1.4 1.8 0.4 —

* The Company experienced a net loss for the six months ended November 30, 2025 and November 30, 2024 and therefore did not report any dilutive share impact.

The following potential common shares were excluded from the loss per diluted share computation as of November 30, 2025:

outstanding options and restricted stock units of 2.4 million and 0.7 million, respectively.

The following table sets forth options outstanding pursuant to stock-based compensation plans as of the dates indicated:

August 31, 2025 August 31, 2024

Options outstanding pursuant to stock-based compensation plans (in millions)

As of August 31, 2025, $ 70.0 remained available for future purchases of common shares under the repurchase authorization of the Board of Directors (the "Board") in effect on that date.

See Note 12, "Treasury Stock", for a more complete description of the Company’s share buy-back program.

9 Story Acquisition

On June 20, 2024, the Company completed the acquisition of 100 % of the economic interests in the form of non-voting shares and 25 % of the voting shares of 9 Story, a leading independent creator, producer and distributor of premium children’s content based in Toronto, Canada, with studios or offices in New York, United

SCHOLASTIC CORPORATION

1 unchanged sentence

(Dollar amounts in millions, except per share data)

States, Dublin, Ireland and Bali, Indonesia.

The aggregate purchase price was $ 193.7 , which included a net purchase price adjustment of $ 0.2 , and was funded through borrowings under the U.S.

The following table sets forth options outstanding pursuant to stock-based compensation plans as of the dates indicated:

November 30, 2025 November 30, 2024

Options outstanding pursuant to stock-based compensation plans (in millions)

As of November 30, 2025, $ 70.0 remained available for future purchases of common shares under the repurchase authorization of the Board of Directors (the "Board") in effect on that date.

See Note 13, "Treasury Stock", for a more complete description of the Company’s share buy-back program and Note 19, "Subsequent Events" for additional Board authorization for Common share repurchases.

9 Story Acquisition

The aggregate purchase price of $ 193.7 was funded through borrowings under the U.S.

Credit Agreement incurred during the first quarter of fiscal 2025.

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The following table summarizes the purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition:

SCHOLASTIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Dollar amounts in millions, except per share data)

Cash and cash equivalents $ 17.5

35 unchanged sentences

The following table summarizes the activity in Goodwill for the periods indicated:

August 31, 2025 May 31, 2025 August 31, 2024

November 30, 2025 May 31, 2025 November 30, 2024

Gross beginning balance $ 238.5 $ 172.4 $ 172.4

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The increase in the estimated fair value of the net assets acquired consisted of a decrease to deferred tax liabilities of $ 5.3 , an increase to operating lease right-of-use assets of $ 0.3 , a decrease to lease liabilities of $ 0.1 , an increase to the property, plant and equipment of $ 0.1 and a decrease to the purchase price as a result of a working capital adjustment of $ 0.1 .

The additions during the six months ended November 30, 2024 included measurement period adjustments for the 9 Story acquisition which reflected an increase to goodwill of $ 0.9 resulting from a net decrease in the estimated fair value of the net assets acquired.

The decrease in the estimated fair value of the net assets acquired consisted of an increase to deferred tax liabilities of $ 1.4 , an increase to operating lease right-of-use assets of $ 0.3 , a decrease to lease liabilities of $ 0.1 , and a decrease to the purchase price as a result of a working capital adjustment of $ 0.1 .

In fiscal 2025, the Company completed the 9 Story acquisition which resulted in the recognition of $ 64.2 of Goodwill, net of measurement period adjustments, included in the Entertainment segment.

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There were no impairment charges related to Goodwill in any of the periods presented.

The following table summarizes the activity in Other intangible assets for the periods indicated:

August 31, 2025 May 31, 2025 August 31, 2024

The following table summarizes the activity on a year-to-date basis in Other intangible assets for the periods indicated:

November 30, 2025 May 31, 2025 November 30, 2024

Beginning balance - Other intangibles subject to amortization $ 85.8 $ 8.2 $ 8.2

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The following table summarizes the Company’s investments as of the dates indicated:

August 31, 2025 May 31, 2025 August 31, 2024 Segment

November 30, 2025 May 31, 2025 November 30, 2024 Segment

Equity method investments $ 33.3 $ 33.6 $ 32.1 International

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These joint venture investments are accounted for using the equity method of accounting.

The acquired investment also include a 12 % ownership interest in a children's book publishing business located in the UK.

There have been no impairments or adjustments to the carrying value of these investments.

The acquired investments also include a 12 % ownership interest in a children's book publishing business located in the UK.

This investment is accounted for at cost, less impairment on the Company's Condensed Consolidated Balance Sheets.

There have been no impairments or adjustments to the carrying value of the investment.

During the second quarter of fiscal 2026, the Company determined the investment was not recoverable and recognized an impairment charge for the carrying value of $ 0.3 .

Refer to Note 5, "Asset Write Down," for further details.

Income (loss) from equity investments is reported in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

For the three months ended August 31, 2025 and August 31, 2024, the Company recognized a loss of $ 0.1 and income of $ 0.2 , respectively.

The Company did not receive any dividends in the three months ended August 31, 2025 and August 31, 2024.

For the three and six months ended November 30, 2025, the Company recognized income of $ 0.4 and $ 0.3 , respectively.

For the three and six months ended November 30, 2024, the Company recognized income of $ 0.6 and $ 0.8 , respectively.

The Company did not receive any dividends in the six months ended November 30, 2025 and November 30, 2024.

STOCK-BASED COMPENSATION

The following table summarizes stock-based compensation expense included in Selling, general and administrative expenses for the periods indicated:

Three months ended

August 31, August 31,

Three months ended Six months ended

November 30, November 30, November 30, November 30,

2025 2024 2025 2024

Stock option expense $ 0.1 $ 0.2 $ 0.4 $ 0.8

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Total stock-based compensation expense $ 2.5 $ 2.1 $ 4.4 $ 4.3

The following table sets forth Common Stock issued pursuant to stock-based compensation plans for the periods indicated:

Three months ended

August 31, August 31,

Common Stock issued pursuant to stock-based compensation plans (in millions) 0.1 0.1

SCHOLASTIC CORPORATION

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(Dollar amounts in millions, except per share data)

The following table sets forth Common Stock issued pursuant to stock-based compensation plans for the periods indicated:

Three months ended Six months ended

November 30, November 30, November 30, November 30,

2025 2024 2025 2024

Common Stock issued pursuant to stock-based compensation plans (in millions) 0.3 0.1 0.4 0.2

TREASURY STOCK

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Less repurchases made under these authorizations ( 38.0 )

Remaining Board authorization at August 31, 2025 $ 70.0

Remaining Board authorization at August 31, 2025 represents the amount remaining under the Board authorization for Common share repurchases announced on March 20, 2024 and the current $ 53.4 Board authorization for Common share repurchases announced on March 19, 2025, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions.

There were no repurchases of the Company's Common Stock during the three months ende d August 31, 2025.

Remaining Board authorization at November 30, 2025 $ 70.0

Remaining Board authorization at November 30, 2025 represents the amount remaining under the Board authorization for Common share repurchases announced on March 20, 2024 and the current $ 53.4 Board authorization for Common share repurchases announced on March 19, 2025, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions.

See Note 19, "Subsequent Events", for additional Board authorization for Common share repurchases.

There were no repurchases of the Company's Common Stock during the six months ende d November 30, 2025.

The Company's repurchase program may be suspended at any time without prior notice.

SCHOLASTIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

(Dollar amounts in millions, except per share data)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize the activity in Accumulated other comprehensive income (loss), net of tax, by component, for the periods indicated:

Three months ended August 31, 2025

Three months ended November 30, 2025

Foreign currency translation adjustments Retirement benefit plans Total

Beginning balance at September 1, 2025 $ ( 32.5 ) $ ( 5.2 ) $ ( 37.7 )

Other comprehensive income (loss) before reclassifications ( 3.8 ) — ( 3.8 )

Less amount reclassified from Accumulated other comprehensive income (loss):

Amortization of net actuarial (gain) loss (net of tax of $ 0.0 )

Amortization of prior service (credit) cost (net of tax of $ 0.0 )

— ( 0.2 ) ( 0.2 )

Other comprehensive income (loss) ( 3.8 ) 0.2 ( 3.6 )

Ending balance at November 30, 2025 $ ( 36.3 ) $ ( 5.0 ) $ ( 41.3 )

Three months ended November 30, 2024

Foreign currency translation adjustments Retirement benefit plans Total

Beginning balance at September 1, 2024 $ ( 38.7 ) $ ( 5.4 ) $ ( 44.1 )

Other comprehensive income (loss) before reclassifications ( 11.9 ) — ( 11.9 )

Less amount reclassified from Accumulated other comprehensive income (loss):

Amortization of net actuarial (gain) loss (net of tax of $ 0.0 )

Amortization of prior service (credit) cost (net of tax of $ 0.0 )

— ( 0.2 ) ( 0.2 )

Other comprehensive income (loss) ( 11.9 ) 0.2 ( 11.7 )

Ending balance at November 30, 2024 $ ( 50.6 ) $ ( 5.2 ) $ ( 55.8 )

Six months ended November 30, 2025

Foreign currency translation adjustments Retirement benefit plans Total

Beginning balance at June 1, 2025 $ ( 36.0 ) $ ( 5.5 ) $ ( 41.5 )

5 unchanged sentences

Other comprehensive income (loss) ( 0.3 ) 0.5 0.2

Ending balance at August 31, 2025 $ ( 32.5 ) $ ( 5.2 ) $ ( 37.7 )

Three months ended August 31, 2024

Ending balance at November 30, 2025 $ ( 36.3 ) $ ( 5.0 ) $ ( 41.3 )

Six months ended November 30, 2024

Foreign currency translation adjustments Retirement benefit plans Total

6 unchanged sentences

Other comprehensive income (loss) ( 3.7 ) 0.4 ( 3.3 )

Ending balance at August 31, 2024 $ ( 38.7 ) $ ( 5.4 ) $ ( 44.1 )

Ending balance at November 30, 2024 $ ( 50.6 ) $ ( 5.2 ) $ ( 55.8 )

SCHOLASTIC CORPORATION

2 unchanged sentences

The following table presents the impact on earnings of reclassifications out of Accumulated other comprehensive income (loss) for the periods indicated:

Three months ended Condensed Consolidated Statements of Operations line item

August 31, August 31,

Three months ended Six months ended Condensed Consolidated Statements of Operations line item

November 30, November 30, November 30, November 30,

2025 2024 2025 2024

Employee benefit plans:

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Level 2 and Level 3 inputs are employed by the Company in the fair value measurement of these assets.

For the fair value measurements employed by the Company for certain capitalized costs related to cloud computing arrangements, the Company assessed future expected cash flows attributable to these assets, a Level 3 fair value measure.

See Note 4, "Asset Write Down", for a more detailed description of the assets impaired during the first quarter of fiscal 2026.

See Note 4, "Assets and Liabilities Held For Sale," for a more detailed description of the fair value measurement of assets held for sale.

For the fair value measurements employed by the Company for certain capitalized costs related to cloud computing arrangements, prepublication costs, investment in film and television assets and other production costs, the Company assessed future expected cash flows attributable to these assets, a Level 3 fair value measure.

See Note 5, "Asset Write Down", for a more detailed description of the assets impaired during fiscal 2026.

See Note 11, "Investments", for a more detailed description of the fair value measurements employed.

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The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The Company's interim effective tax rate, inclusive of discrete items, for the three month period ended August 31, 2025 was 26.7 %, compared to 31.9 % for the prior fiscal year period.

The interim effective tax rate for the three months ended August 31, 2025 varies from the statutory rate primarily due to non-deductible compensation for covered executive employees and expected state and local income tax.

The Company's interim effective tax rate, inclusive of discrete items, for the three and six month periods ended November 30, 2025 was 26.4 % and 28.0 %, respectively, compared to 30.3 % and 37.2 %, respectively, for the prior fiscal year period.

The interim effective tax rate for the six months ended November 30, 2025 varies from the statutory rate primarily due to non-deductible compensation for covered executive employees and expected state and local income tax.

The Company, including its domestic subsidiaries, files a consolidated U.S.

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The Company marks-to-market these instruments and records the changes in the fair value of these items in Selling, general and administrative expenses and recognizes the unrealized gain or loss in Other current assets or Other current liabilities.

The notional values of the contracts were $ 22.8 as of August 31, 2025 and August 31, 2024.

A net unrealized loss of $ 0.3 was recognized for the three months ended August 31, 2025 and August 31, 2024.

The notional values of the contracts were $ 22.8 as of November 30, 2025 and November 30, 2024.

A net unrealized gain of less than $ 0.1 and $ 0.6 was recognized for the six months ended November 30, 2025 and November 30, 2024, respectively.

OTHER ACCRUED EXPENSES

Other accrued expenses consisted of the following as of the dates indicated:

August 31, 2025 May 31, 2025 August 31, 2024

November 30, 2025 May 31, 2025 November 30, 2024

Accrued payroll, payroll taxes and benefits $ 34.3 $ 35.2 $ 35.6

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SUBSEQUENT EVENTS

On September 17, 2025, the Board declared a quarterly cash dividend of $ 0.20 per share on the Company’s Class A and Common Stock for the second quarter of fiscal 2026.

The dividend is payable on December 15, 2025 to shareholders of record as of the close of business on October 31, 2025.

On December 1, 2025, the Company entered into agreements to sell its headquarters location at 555-557 Broadway in New York, NY for a purchase price of $ 386.0 and its primary distribution facility in Jefferson City, MO for a purchase price of $ 95.0 .

Upon closing of these transactions, which occurred on December 17, 2025, the Company entered into a 15 -year lease for a portion of its headquarters building and a 20 -year lease for the distribution facility, both with renewal options.

The Company expects these leases to be classified as operating leases.

On December 17, 2025, the Board declared a quarterly cash dividend of $ 0.20 per share on the Company’s Class A and Common Stock for the third quarter of fiscal 2026.

The dividend is payable on March 16, 2026 to shareholders of record as of the close of business on January 30, 2026.

On December 17, 2025, the Board also authorized an increase of $ 80.0 for Common share repurchases under the Company's share buy-back program, resulting in a current Board authorization of $ 150.0 , which includes $ 70.0 remaining from the previous Board authorization.

SCHOLASTIC CORPORATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

Overview and Outlook

Revenues for the second quarter ended November 30, 2025 were $551.1 million, compared to $544.6 million in the prior fiscal year quarter, a increase of $6.5 million or 1%.

The Company reported net income per diluted share of Class A and Common Stock of $2.17 in the second quarter of fiscal 2026, compared to $1.71 in the prior fiscal year quarter.

Second quarter results reflected higher revenues from the global release of the 14th title in Dav Pilkey's Dog Man ® series, Big Jim Believes , coupled with continued success of the Hunger Games ® and Harry Potter ® franchises with special edition releases.

School Reading Events also had a successful fall season with higher fair count and increased revenue per fair.

The volatility in the education funding environment continued to impact Education Solutions as schools delayed or reduced purchases.

However, this decline was more than offset by the continued benefits from the Company's previous reorganization efforts and cost-saving initiatives, resulting in improved operating income in the second quarter.

During the second half of fiscal 2026, the Company expects the positive trends related to fair count and revenue per fair to continue into the spring book fairs season.

The Company is also expecting to benefit from new trade publishing releases, including Captain Underpants:

The First Epic Manga , illustrated by manga artist Motojiro, in April, the 16th Wings of Fire book, The Hybrid Prince, in March, and the graphic novel edition of the 9th book in the series Talons of Power in late December.

The Company remains focused on improving profitability and building value for shareholders.

Results of Operations

Revenues for the quarter ended November 30, 2025 increased by $6.5 million to $551.1 million, compared to $544.6 million in the prior fiscal year quarter.

Within the Children's Book Publishing and Distribution segment, revenues increased by $13.9 million, driven by increased trade channel revenues from new releases in the Dog Man ® , Hunger Games ® and Harry Potter ® series as well as increased revenues from School Reading Events as a result of higher fair count and increased revenue per fair.

In the Education Solutions segment, revenues decreased by $9.0 million primarily due to delayed or reduced school funding which resulted in lower sales of supplemental programs.

In the Entertainment segment, revenues decreased by $1.7 million, reflecting lower production and distribution revenues.

In local currency, International segment revenues increased by $3.3 million, primarily driven by higher sales in the Company's Major Markets which benefited from the release of Dog Man #14.

International segment revenues were impacted by unfavorable foreign exchange of $0.5 million in the quarter ended November 30, 2025.

In addition, rental income increased $0.5 million from the prior fiscal year quarter.

Revenues for the six months ended November 30, 2025 decreased by $5.1 million to $776.7 million, compared to $781.8 million in the prior fiscal year period.

Revenues in the Children's Book Publishing and Distribution segment increased by $17.9 million, driven by increased revenues from School Reading Events as a result of higher fair count and increased revenue per fair as well as increased redemptions of book fair incentive program credits, coupled with increased trade channel revenues with new releases and continued success in the Dog Man ® , Hunger Games ® and Harry Potter ® franchises.

In the Education Solutions segment, revenues decreased by $24.6 million, primarily due to delayed or reduced school funding which resulted in lower sales of supplemental programs.

In the Entertainment segment, revenues decreased by $4.7 million, primarily reflecting lower production and distribution revenues.

In local currency, International segment revenues increased by $5.7 million, primarily driven by higher sales in the U.K., Australia and New Zealand, and Asia.

International segment revenues were impacted by unfavorable foreign exchange of $0.3 million in the period ended November 30, 2025.

In addition, rental income increased $0.9 million from the prior fiscal year period.

SCHOLASTIC CORPORATION

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.

What changed 10-Q

Item 1. Financial Statements