SCHOLASTIC CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

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Scholastic 557 Broadway, New York, NY 10012-3999 (212) 343-6100

www.scholastic.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Holders of Class A Stock and Common Stock:

The Annual Meeting of Stockholders of Scholastic Corporation (the “Company”) will be held via the internet atwww.virtualshareholdermeeting.com/SCHL2024 on Wednesday, September 18, 2024 at 9:00 a.m. E.D.T., for the following purposes:

Matters to be voted upon by holders of the Class A Stock

Electing eight directors to the Board of Directors

Matters to be voted upon by holders of the Common Stock

Electing three directors to the Board of Directors

and such other business as may properly come before the meeting and any adjournments thereof.

A proxy statement describing the matters to be considered at the Annual Meeting of Stockholders is attached to this notice. Only stockholders of record of the Class A Stock and the Common Stock at the close of business on July 25, 2024 are entitled to notice of, and to vote at, the meeting and any adjournments thereof.

We hope that you will be able to attend the meeting. Whether or not you plan to attend the meeting, we urge you to vote your shares promptly. You can vote your shares in three ways:

•

via the Internet at the website indicated on your proxy card;

•

via telephone by calling the toll free number on your proxy card; or

•

by returning the enclosed proxy card.

By order of the Board of Directors

Andrew S. Hedden

Secretary

August 8, 2024

TABLE OF CONTENTS

Important Notice Regarding Availability of Proxy Materials

for the 2024 Annual Meeting of Stockholders to be held on September 18, 2024

This Proxy Statement and the Annual Report to Stockholders are available at

www.proxyvote.com

557 Broadway

New York, New York 10012-3999

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

September 18, 2024