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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ 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

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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/SCHL2025 on Wednesday, September 17, 2025 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

Approval of Amendment No. 1 to the Scholastic Corporation 2017 Outside Director's Stock Incentive Plan

Approval of Amendment No. 2 to the Scholastic Corporation Management Stock Purchase Plan

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 23, 2025 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

.

Chris Lick

Secretary

August 7, 2025

TABLE OF CONTENTS

i

Important Notice Regarding Availability of Proxy Materials

for the 2025 Annual Meeting of Stockholders to be held on September 17, 2025

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 17, 2025