McGraw Hill Inc

If you purchase any of the shares offered by this prospectus, you will experience dilution to the extent the offering price paid by purchasers of our Common Stock in this offering will exceed the as further adjusted net tangible book value (deficit) per share of our Common Stock upon completion of this offering.

As of March 31, 2025, we had as adjusted net tangible book value (deficit) of $ million, or $ per share of Common Stock. As adjusted net tangible book value (deficit) is equal to total tangible assets less total liabilities, which is not included within stockholders’ equity, after giving 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, assuming such transactions had taken place on March 31, 2025. As adjusted net tangible book value (deficit) per share is determined by dividing our net tangible book value (deficit) by the aggregate number of shares of our Common Stock outstanding, after giving effect to the adjustment described above.

After giving further effect to our sale 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 page of this prospectus) and the use of proceeds therefrom as described in “Use of Proceeds,” after deducting the underwriting discounts and estimated offering expenses payable by us, our as further adjusted net tangible book value (deficit) as of March 31, 2025 would have been $ million, or $ per share of Common Stock. This represents an immediate increase in as further adjusted net tangible book value (deficit) of $ per share to our existing stockholders and an immediate dilution of $ per share to new investors purchasing shares of Common Stock in this offering.

The following table illustrates this dilution on a per share basis:

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) our as further adjusted net tangible book value (deficit) by approximately $ million, or approximately $ per share, and the dilution per common share to new investors in this offering by approximately $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of shares in the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the as further adjusted net tangible book value (deficit) per share by approximately $ million and decrease (increase) the dilution per share to new investors by approximately $ , after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of March 31, 2025, on the same as adjusted basis, the number of shares of Common Stock purchased from us, the total consideration paid to us and the average price per share of Common Stock paid by existing stockholders or to be paid by new investors purchasing shares of Common Stock in this offering, assuming the underwriters do not exercise their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any:

The outstanding share information in the table above is based on shares of Common Stock outstanding as of , 2025 and excludes:

• 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; and

•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.”

If the underwriters exercise their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder in full, the percentage of shares of our Common Stock held by our existing stockholders would be reduced to , or approximately % of the total shares of Common Stock outstanding after this offering, which would increase the number of shares held by new investors to , or approximately % of the total shares of Common Stock outstanding after this offering.