Scholastic Corp Files 8-K

TL;DR

SCHL filed an 8-K, check for details.

AI Summary

Scholastic Corporation filed an 8-K on April 19, 2024, reporting an event on April 18, 2024. The filing is primarily for "Other Events" and "Financial Statements and Exhibits," with no specific financial figures or significant business changes detailed in the provided text.

Why It Matters

This filing indicates a routine update or event disclosure by Scholastic Corporation to the SEC, requiring investors to review the full document for any material information.

Risk Assessment

Risk Level: low — The provided text is a standard SEC filing notification without specific financial or operational details that would indicate immediate risk.

Key Players & Entities

• SCHOLASTIC CORP (company) — Registrant
• 0000950170-24-045981 (filing_id) — Accession Number
• 20240418 (date) — Earliest event reported
• 212 343-6100 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value SCHL The Nasdaq Stock Mar
• $33.50646 — Shares on April 18, 2024 at a price of $33.50646 per share from the Estate, representing
• $13,402,584 — esenting an aggregate purchase price of $13,402,584. The price per share paid represented a
• $34.83 — ount to the closing price of the stock ($34.83) on the date of execution of the Repurc
• $100 million — hase was made from the Issuer's current $100 million authorization for share repurchases. Ap
• $86.6 million — on for share repurchases. Approximately $86.6 million is now left available under the current

Filing Documents

• schl-20240418.htm (8-K) — 44KB
• 0000950170-24-045981.txt ( ) — 156KB
• schl-20240418.xsd (EX-101.SCH) — 24KB
• schl-20240418_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. Scholastic Corporation (the "Company") entered into a share repurchase agreement dated as of April 18, 2024 (the "Repurchase Agreement"), to purchase shares of its common stock, par value $0.01 per share ("Common Shares"), from the Estate of M. Richard Robinson, Jr. (the "Estate") in a private transaction. Pursuant to the Repurchase Agreement, the Company purchased 400,000 Common Shares on April 18, 2024 at a price of $33.50646 per share from the Estate, representing an aggregate purchase price of $13,402,584. The price per share paid represented a 3.8% discount to the closing price of the stock ($34.83) on the date of execution of the Repurchase Agreement. The Estate holds certain Common Shares, as well as the shares of Class A Stock, of the Company previously owned by the late M. Richard Robinson, Jr., the Company's former Chairman of the Board and Chief Executive Officer. Iole Lucchese, Chair of the Board of Directors of the Company (the "Board") and Executive Vice President, Chief Strategy Officer of the Company and President of Scholastic Entertainment, and Andrew S. Hedden, Executive Vice President and General Counsel of the Company, are the Preliminary Co-Executors of the Estate. The Board (without Ms. Lucchese's participation) reviewed and approved the transaction upon the recommendation of the Company's Audit Committee (the "Committee"), which consists entirely of independent directors with no financial interests in the transaction. In approving the transaction, the Committee, assisted by outside counsel and an independent financial advisory firm, evaluated the transaction and considered a variety of factors including: (i) the limited amount of Common Shares that the Company is able to repurchase subject to the Rule 10b-18 safe harbor guidelines under its current share repurchase program; (ii) the Company's current share repurchase goals; (iii) the Company's available cash position; (iv) the Company's desire to reverse the impa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) The following exhibits are filed as part of this report: Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized. SCHOLASTIC CORPORATION Date: April 18, 2024 By: /s/ Haji Glover Name: Title: Haji Glover Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR