SCHOLASTIC CORP
For the period ended May 31, 2026. Filed Jul 24, 2026.
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FY2026 · Filed Jul 24, 2026
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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
Annual Report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
| For the fiscal year ended | May 31, 2026 | Commission File No. | 000-19860 |
|---|
Scholastic Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 13-3385513 | ||
|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||
| 557 Broadway | |||
| New York, | New York | 10012 | |
| (Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (212)343-6100
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.01 par value | SCHL | The NASDAQ Stock Market LLC |
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý Noo
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No ý
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý Noo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ý Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ý | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
󠇀
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ Noý
The aggregate market value of the Common Stock, par value $0.01, held by non-affiliates as of November 30, 2025, was approximately $707,200,000. As of such date, non-affiliates held 382,648 shares of the Class A Stock, $0.01 par value. There is no active market for the Class A Stock.
The number of shares outstanding of each class of the Registrant’s voting stock as of June 30, 2026 was as follows:
| Title of each class | Number of shares outstanding as of June 30, 2026 |
|---|---|
| Common Stock, $0.01 par value | 18,034,475 |
| Class A Stock, $0.01 par value | 828,100 |
Documents Incorporated By Reference
Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the Annual Meeting of Stockholders to be held September 16, 2026.
| PAGE | ||
|---|---|---|
| Part I | ||
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 9 |
| Item 1B. | Unresolved Staff Comments | 20 |
| Item 1C. | Cybersecurity | 20 |
| Item 2. | Properties | 21 |
| Item 3. | Legal Proceedings | 21 |
| Item 4. | Mine Safety Disclosures | 21 |
| Part II | ||
| Item 5. | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 22 |
| Item 6. | [Reserved] | 23 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 35 |
| Item 8. | Consolidated Financial Statements and Supplementary Data | 37 |
| Consolidated Statements of Operations | 38 | |
| Consolidated Statements of Comprehensive Income (Loss) | 39 | |
| Consolidated Balance Sheets | 40 | |
| Consolidated Statement of Changes in Stockholders’ Equity | 41 | |
| Consolidated Statements of Cash Flows | 42 | |
| Notes to Consolidated Financial Statements | 44 | |
| Reports of Independent Registered Public Accounting Firm | 88 | |
| Supplementary Financial Information | 91 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 92 |
| Item 9A. | Controls and Procedures | 92 |
| Item 9B. | Other Information | 92 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 92 |
| Part III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 93 |
| Item 11. | Executive Compensation | 93 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 93 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 93 |
| Item 14. | Principal Accounting Fees and Services | 93 |
| Part IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 94 |
| Item 16. | Summary | 98 |
| Signatures | 99 | |
| Power of Attorney | 100 | |
| Schedule II: Valuation and Qualifying Accounts and Reserves | S-1 | |
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