McGraw Hill Inc

The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2025:

•on an actual basis;

•on an as adjusted basis to give effect to the effectiveness of the Offering Reorganization Transactions, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering; and

•on an as further adjusted basis to give effect to (i) the sale by us of shares of Common Stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover of this prospectus) and (ii) the application of the net proceeds to be received by us as described in “Use of Proceeds.”

The as further adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this capitalization table together with the information contained in “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Material Indebtedness” as well as our consolidated financial statements and related notes included elsewhere in this prospectus.

(1)Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover of this prospectus) would increase (decrease) the net proceeds we receive in this offering and each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, each increase (decrease) of shares in the number of shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase (decrease) our net proceeds from this offering and each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)The A&E Term Loan Facility is presented at $1,109.5 million ($1,160.4 million face value less unamortized discount and deferred financing costs).

(3)The A&E Cash Flow Revolving Facility and Non-Extended Cash Flow Revolver Facility provides for $111.3 million and $38.7 million, respectively, in revolving credit commitments. As of March 31, 2025, no amount was outstanding under the A&E Cash Flow Revolving Facility or the Non-Extended Cash Flow Revolver Facility.

(4)The 2022 Secured Notes are presented at $805.8 million ($828.5 million face value less unamortized discount and deferred financing costs). The Company repurchased $71.5 million of the 2022 Secured Notes during the year ended March 31, 2023.

(5)The 2022 Unsecured Notes are presented at $618.2 million ($639.0 million face value less unamortized discount and deferred financing costs). The Company repurchased $50.0 million and $28.5 million of the 2022 Unsecured Notes during the years ended March 31, 2024 and 2023, respectively.

(6)The 2024 Secured Notes are presented at $644.2 million ($650.0 million face value less unamortized discount and deferred financing costs).

(7)The A&E ABL Revolving Credit Facilities provide for (i) a $265.0 million U.S. revolving credit facility, subject to U.S. borrowing base capacity and (ii) a $35.0 million non-U.S. revolving credit facility, subject to non-U.S. borrowing base capacity. As of March 31, 2025, there was no debt outstanding under the A&E ABL Revolving Credit Facilities.

(8)Represents certain finance lease obligations for computer systems, office equipment and vehicles. See Note 16, “Leases,” to our audited consolidated financial statements for further discussion of our finance leases.

(9)Stockholders’ equity (deficit) on an as further adjusted basis gives effect to this offering of shares of our Common Stock as contemplated by this prospectus, and does not give effect to any exercise of the underwriters’ option to purchase additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder for 30 days following the date of this prospectus. If the underwriters exercise in full their option to purchase additional shares of Common Stock from the selling stockholder, then the total Stockholders’ equity as of March 31, 2025, on an as further adjusted basis, would be .

The above discussion and table are based on shares of our Common Stock outstanding as of , 2025 and excludes the following:

•shares of our Common Stock issuable upon the exercise of outstanding stock options under the 2021 Plan as of , 2025, at a weighted average exercise price of $ per share, of which options are exercisable as of such date and shares of Common Stock issuable upon the exercise of outstanding stock options held by certain former employees as of , 2025, at a weighted average exercise price of $ per share, none of which is exercisable as of such date;

•shares of Common Stock reserved for issuance under the 2025 Plan, which we intend to adopt in connection with this offering. The shares reserved for future issuance under the 2025 Plan include (i) shares of Common Stock underlying the restricted stock units that we intend to grant at the time of this offering to certain non-employee members of our board of directors that will vest on the one-year anniversary thereof (such number of shares underlying the restricted stock units based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus) (see “Executive Compensation—Director Compensation”) and (ii) shares of Common Stock underlying the stock options that we intend to grant at the time of this offering in connection with recent hires, promotions or other compensation adjustments that will vest, subject to the holder’s continuous service with us, either over a multi-year period or upon the achievement of certain of specified returns on invested capital by Platinum (the exercise price of which will be the initial public offering price) (such number of shares underlying the options based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus). In addition, the shares of Common Stock reserved for issuance under the 2025 Plan shall include shares of Common Stock that are undelivered pursuant to awards outstanding under the 2021 Plan (under which we will cease granting awards upon the adoption of the 2025 Plan) that are canceled, forfeited, settled in cash or otherwise terminated without delivery to the holder of the full number of shares of Common Stock underlying the award. See “Executive Compensation—Compensation Discussion and Analysis—Components of Compensation for the Fiscal Year Ended March 31, 2025—Long-Term Incentive Plans—2025 Plan;” and

•No exercise of the underwriters’ option to purchase up to additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder.