McGraw Hill Inc

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that you should consider before investing in shares of our Common Stock, and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, including “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and our financial statements and the related notes included elsewhere in this prospectus, before deciding to purchase shares of our Common Stock. Unless the context indicates otherwise, references to “McGraw Hill,” “our Company,” “the Company,” “us,” “we” and “our” refers to McGraw Hill, Inc., together with its consolidated subsidiaries. Following this offering, we will be a “controlled company” under the NYSE corporate governance standards, and, as a result, will rely on exemptions from certain corporate governance requirements. See “Risk Factors.”

Our Mission

At McGraw Hill, our purpose is to unlock the potential of each learner at every stage of life.

Our mission is to support educators, learners and professionals around the world with trusted, high-quality content and digital solutions that use data and learning science to adapt to each student as they progress towards their goals.

Our Company

McGraw Hill is a leading global provider of information solutions for education across K-12 to higher education, and through professional learning.

We harness the power of content, data-driven insights, and learning science to deliver personalized learning experiences and drive positive outcomes throughout the entire learning lifecycle. We believe that we have positively impacted hundreds of millions of learners and educators with our personalized learning solutions to support learning at scale worldwide. On an annual basis, we serve approximately 60 million learners and educators.

We believe McGraw Hill is one of the most trusted and recognized education brands in the world. Based on the results of a third-party survey that we commissioned in the fiscal year ended March 31, 2025, we believe that, in the United States, on average, 89% of K-12, higher education and medical school students, faculty and administrators would consider McGraw Hill for their classes.

Understanding how learning happens is critical to building effective learning solutions, like ALEKS, which has leveraged data science and machine learning to enhance learning outcomes for over 25 years. Over the last decade, we have invested more than $2.0 billion in developing a suite of market leading digital learning solutions. We utilize our data analytics capabilities to generate continuous feedback loops that drive product and go-to-market innovation, which allows us to simplify workflows while creating meaningful learning experiences that are tailored to the needs of each learner.

At McGraw Hill, we recognize that the integrity of educational content is of utmost importance, especially as generative AI becomes more integrated into the learning process. With the proliferation of AI-generated generic content, the risks of inaccurate and low-quality information are heightened, which is why our proprietary content is rigorously researched and designed to meet the highest quality standards. We aim to offer vetted content and data-driven learning solutions that educators and learners can trust.

With approximately 1,500 sales professionals worldwide as of March 31, 2025, we believe our global sales force is one of the largest in the education sector, underpinning our ability to serve learners, educators and professionals at scale across the learning lifecycle.

For the fiscal years ended March 31, 2025, 2024 and 2023, we generated revenue of $2,101.3 million $1,960.5 million and $1,947.8 million, respectively, and a net loss of $85.8 million, $193.0 million and $404.1 million, respectively. For the fiscal years ended March 31, 2025, 2024 and 2023, we generated Adjusted EBITDA of $726.8 million, $656.6 million and $618.0 million, respectively.

For additional information on Adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

Industry Background

We believe that education plays a vital role in shaping society. Not only does education drive earning potential, but we believe that there is a direct correlation between the quality of a country’s education system and its economic success. Given this importance, education commands significant public and private investments around the world. Based on information from a third-party study we commissioned in the fiscal year ended March 31, 2025, we estimate that we have a total addressable market of approximately $30.0 billion as of the academic year ended 2025, including $9.3 billion in K-12, $12.3 billion in Higher Education, $2.9 billion in Professional and $5.5 billion in International.

Modernization of Learning Technology

Technology has transformed the way students learn. The adoption of data science, machine learning and more recently, generative AI, is further transforming education, re-shaping the learning experience for both students and educators. According to the World Economic Forum, AI holds great potential for addressing the gaps current global education systems are struggling to fill. Personalized learning solutions and AI-powered adaptive assessments may be designed to cater to students’ individual needs, enabling customized learning pathways that adjust in real-time to their strengths and weaknesses, which can lead to more effective learning, faster mastery of subjects, and greater engagement. By freeing educators from routine tasks, AI enables them to focus on building relationships, understanding individual student needs and fostering motivation to learn. See “Risk Factors—Risks Related to Our Customer Markets—Increased customer expectations for lower prices or free/discounted bundled products could reduce sales revenue.”

Data-driven Approach to Learning Intervention

Advancements in data science allow educators to glean greater insights into student progress. Digital learning solutions in education generate massive volumes of learning data. Modern data science synthesizes this information into rich analytics and actionable insights that give educators the opportunity to identify the gaps in learning and provide timely intervention and improve personalization, access and effectiveness of learning for all.

Focus on Measurement and Improvement of Learning Outcomes

Data allows for more accurate measurement of learning outcomes and fostering a culture of outcomes-based education. Contrary to the traditional one-size-fits-all pedagogical style, we believe modern adaptive technologies that deliver actionable insights help educators take a personalized approach to instruction that targets the unique needs of each learner, optimizing the learning experience and improving outcomes rather than just grades.

Need for Equitable Access to Learning Opportunities

We believe that equal opportunity in education is essential to achieving equality in society at large. Income-based achievement gaps have been widening over the years. Expanding learner access to affordable course materials and personalized instruction are essential for making high-quality education within reach for all.

Demand for Technical, Skills-Based Professional Learning to Prepare for Jobs of the Future

Technological advancements, new fields of study and novel industries require that today’s professionals learn new concepts and skills to keep pace with fast-changing job requirements. Post-secondary education is adapting to meet the demands of the ever-evolving economy. As the demand for workforce-aligned education intensifies, industries, governments, and educational institutions are forming increasingly integrated partnership models. Work-integrated pathways, such as apprenticeships, internships and large-scale upskilling programs are evolving as essential tools to address local talent shortages and promote economic growth. We believe that high-quality technical digital learning solutions are critical tools to help address the growing demand for skilled professionals and close the widening global skills gap.

Our Strengths

A Trusted, Market-Leading Global Brand with a History of Over 135 Years

We believe that McGraw Hill is one of the most trusted and recognized education brands in the world, resonating with learners, instructors and institutions across the entire learning lifecycle. Our brand is associated with high-quality content and accessible, data-driven digital learning solutions. We have established our reputation by leading innovation in the application of learning science and continuously adapting our solutions to support learners and educators worldwide.

Suite of Market-Leading Digital Learning Solutions Across the Entire Learning Continuum

We serve the entire learning lifecycle with market-leading digital learning solutions across K-12, higher education and professional learning, underpinned by proprietary content and advanced data science and learning technology. While driven by distinct end-market fundamentals, our businesses benefit from shared domain expertise, common capabilities and digital investment, insights from our vast set of longitudinal learning data, shared infrastructure and our trusted brand.

Leveraging Data Assets to Drive Innovation and Improve Outcomes

During the fiscal year ended March 31, 2025, we had approximately 26 million Paid Digital Users, representing learners or educators who purchased a license to gain access to one of our many digital solutions. This usage gives us access to a wealth of learning data. In the fiscal year ended March 31, 2025 alone, we derived insights from more than 19 billion learning interactions. We can leverage these insights and our capabilities in machine learning, to identify where students are struggling and tailor personalized learning experiences inform product enhancements, prioritize new product development and improve learner outcomes.

On-Demand Digital Model Supported by High-Quality, Proprietary Content

We believe that in an environment with abundant access to content, our proprietary, high-quality content delivered with personalized learning capabilities is a key differentiator. With our deep understanding of learner preferences, pedagogies and academic standards, we partner with more than 27,000 authors and educators, including over 50 Nobel Laureates in various fields of study who contribute to our large and growing proprietary content collection.

We believe we are disrupting educational content delivery with our innovative Evergreen delivery model, which uses an agile on-demand content model to enhance educator productivity. Evergreen was launched in calendar year 2023 and provides a proprietary toolset used to tag, edit, and release content efficiently, allowing the creation of a flexible and scalable process for updating course materials. As of March 31, 2025, of the instructors teaching with Connect and utilizing the Evergreen delivery model, 95% of them have moved to the 2024 release.

Additionally, we are leveraging our capabilities in data science and AI to organize our content in common taxonomies based on customer and product profiles allowing us to streamline content development.

Institutional Sales Model with Extensive Global Go-to-Market Reach

Our sales strategy is focused on education institutions and their leadership as the key decision-makers, fostering long-lasting and expansive partnerships within our customer network. We believe our sales force is one of the largest and most dynamic in the global education market, with approximately 1,500 sales professionals worldwide as of March 31, 2025. This provides us with a vast reach and, combined with our trusted brand and digital solutions, drives considerable competitive advantages for our organization.

Long-Standing Customer Relationships Built Over Decades

We have developed and retained a highly loyal customer base throughout our history. We believe our value proposition is underpinned by our high-quality content, efficacious learning solutions, and customer support to meet educators' and learners' changing needs. This has led to ingrained customer loyalty and retention, creating a significantly competitive moat.

Highly Profitable Business Model with a Strong Cash Flow Profile

The diversified end markets we serve, coupled with our long-standing customer relationships and resilient funding dynamics, mitigate the impact of recessionary cycles and help fuel steady cash flows and predictable revenue streams with approximately 69% of our total revenue being Re-occurring Revenue for the fiscal year ended March 31, 2025. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics.”Our digital-first business model drives operating leverage and profitability by reducing time-to-market and leveraging a shared infrastructure across all operating segments. For more information on our indebtedness, see the Risk Factors discussed in “Risk Factors—Risks Related to Strategic Initiatives and Financings.”

Mission-Driven Culture and Leadership Team with Track Record of Success

Our culture centers around our belief that diverse experiences enrich the way we learn, teach and grow. Many of our employees are former educators who deeply understand the learning process and are passionate about helping shape the future of education. With more than 100 years of combined education industry experience, our senior leadership team has deep experience and brings extensive knowledge of education ecosystems around the world along with expertise in digital product engineering, AI and data science.

Our Growth Strategy

We strive to unlock the potential of each learner at every stage of life. We intend to extend our position as a leading global provider of information solutions for education through our key growth strategies:

Acquire New Customers

We have a substantial opportunity to bring new customers onto our learning solutions. With our trusted brand, global go-to-market reach and proprietary digital learning solutions, we believe we are well positioned to continue acquiring new customers in the markets we serve.

We believe our deep, established institutional relationships and product innovations support our ability to expand existing customer relationships. Our land-and-expand strategy enables us to drive incremental revenue from existing customers through up-selling and cross-selling. We believe that, as learners and educators continue to benefit from our personalized digital solutions, we will see increased adoption and activation of new and existing solutions that address evolving customer needs and extend the value we offer.

Leverage AI and Data and Analytics to Drive Insights and Enhance the Value of our Suite of Solutions to Our Customers

Our digital solutions transcend segments, geographies, personas and academic periods to drive data-driven insights from billions of longitudinal learning interactions and further enhance our deep understanding of learning science. As our data science and AI capabilities continue to evolve, we have the opportunity to enhance our solutions with new features that should drive engagement, optimize content generation, and improve customer service. We believe enhancing value for our customers should drive further competitive differentiation and customer retention.

Invest in Technology-Enabled Innovation Across the Learning Lifecycle

Our scale and breadth of distribution and offerings across the learning lifecycle positions us to actively invest in technology-enabled innovation. We expect to expand our revenue through new learning solutions that offer data-driven personalized learning experiences, interactive simulations, 3-D models, experiential learning activities and generative AI tools like our AI Reader.

We believe that our innovations extend across all markets we serve. For example, our ALEKS math and science solution, which is available to students in K-12 and Higher Education, determines each learner’s baseline of knowledge and uses machine learning to create individual and dynamic learning pathways designed to optimize results for students. We recently expanded this solution for K-5 with ALEKS Adventure. In K-12, while we are still providing print solutions to K-12 students, we continue to drive growth across supplemental and intervention solutions, integrated curriculum solutions, and Career and Technical Education, Advanced Placement and assessment solutions.

In Higher Education, we continue to invest in our solutions while exploring new market opportunities such as student study solutions, Career and Technical Education, dual enrollment solutions, short courses, badging, and employability and workplace preparedness content solutions.

We foresee growth in the global professional sector through the development of our global medical education solutions and undergraduate medical student learning solution.

Increase Our International Presence

We are a global company delivering our proprietary content and digital learning solutions in more than 100 countries and in more than 80 languages, with translations adapted to local customs and cultures, as needed. We remain focused on expanding our presence in international markets across both English- and non-English-speaking countries by leveraging our existing investment in digital solutions. See “Risk Factors—Risks Related to Non-U.S. Operations and Sales—We face risks of doing business abroad.”

Proactive Approach to Strategic M&A Opportunities

To complement our organic growth efforts and product innovation investments, we will continue to assess opportunities to acquire or partner with other businesses that can help us achieve our mission and best serve our customers.

We have a track record of acquiring and successfully integrating other businesses, including two recent strategic acquisitions, to expand our capabilities and offerings or enhance existing ones.

McGraw Hill’s Digital Ecosystem

McGraw Hill’s scaled, digital ecosystem spans the entire learning lifecycle with a holistic portfolio of solutions that use data and learning science to adapt to students’ needs as they progress toward their goals. We are a centralized, product-led organization that understands the importance of delivering an integrated, outcomes-driven user experience. Our digital ecosystem is built upon shared technology infrastructure, and shared product development capabilities that allow us to transform curated, proprietary content into data-driven digital learning experiences to support multiple markets, geographies and audiences.

Shared Cloud-Based Technology Infrastructure

Our shared technology infrastructure allows us to capture billions of events across our digital solutions.

Pedagogically Proven Learning Experiences

We have developed a diverse portfolio of modular learning experiences across our ecosystem that combines our rich, proprietary content with our innovative shared technical capabilities supported by our unified technology infrastructure.

Rich Data Assets and Analytics to Enable Feedback Loops

We believe that data tells a story. Our ability to ingest and analyze this data at scale and in real time delivers learners and educators deep insights to enable personalized learning experiences that drive positive outcomes for students.

Shared Capabilities

Our methodology for product development shares common competencies across our business that include academic design, product development, UI/UX/design, data science and AI.

Enterprise Enabling Services

Our common microservices architecture is foundational to our technology and product strategy, which relies on these shared services to quickly stand-up new configurations of customer-facing products.

We Enhance Our Ecosystem with AI Capabilities

AI presents us with many new possibilities to better serve educators and students. We believe that McGraw Hill has the necessary ingredients to utilize the power of AI to drive value for learners and educators, including the following:

•Grounding in educational realities with a deep understanding of how learning happens

•Proficiency in learning science and pedagogy on how learning should happen

•Abundant trusted, proprietary content and data across the entire educational continuum

•Sophisticated learning platforms, allowing us to transform insights into tangible actions

We are Building AI-Powered Learning Tools That Educators Want and Need

Learning is a fundamental social experience, and we believe AI should be used to augment the teacher-student connection, not replace it. We view AI as a tailwind which advances our ability to personalize learning at scale by facilitating meaningful learning experiences and interactions through our learning solutions.

Platinum Acquisition

On July 31, 2021, Mav Acquisition Corporation, an investment vehicle of certain private investment funds sponsored and ultimately controlled by Platinum, acquired 100% of the equity interests in McGraw-Hill Education, Inc. pursuant to a Securities Purchase Agreement, dated June 14, 2021, for a purchase price of $4.713 billion (the “Acquisition”). Immediately following the consummation of the Acquisition, Mav Acquisition Corporation merged with and into McGraw-Hill Education, Inc. with McGraw-Hill Education, Inc. being the surviving entity and McGraw-Hill Education, Inc. being indirectly owned by McGraw Hill, Inc.

The diagram below depicts our simplified organizational structure following the Acquisition and the completion of this offering of our Common Stock. This chart is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us.

Boards and Beyond Acquisition

On December 5, 2022, McGraw-Hill Education, Inc. acquired substantially all of the assets of Ryan Medical Education LLC, d/b/a Boards & Beyond (the “Boards and Beyond Acquisition”), a leader in supporting medical students with on-demand video libraries and question banks designed to help them efficiently learn the fundamentals of medical basic sciences and clinical medicine. We paid cash of $21.8 million at closing, subject to typical closing adjustments, and the agreement includes $3.7 million of other contingently payable amounts for a total purchase consideration of $25.4 million. In addition, the agreement includes $4.5 million of contingent payments if certain milestones are met, which would be recognized as post combination expense if paid. During the fiscal years ended March 31, 2025, 2024 and 2023, we recognized $0.6 million, $2.7 million and $1.2 million, respectively, of post combination compensation expense, which is included within Operating and administrative expenses in the consolidated statements of operations included elsewhere in this prospectus.

See Note 4, “Acquisitions,” to our consolidated financial statements.

EssayPop Acquisition

On March 21, 2025, the Company completed the acquisition of EssayPop, LLC ("EssayPop") for a total purchase consideration of $8.0 million. Pursuant to the terms of the purchase and sale agreement, $6.0 million was paid at closing with cash on hand, while the remaining $2.0 million is payable following the 18-month anniversary of the closing date, subject to customary conditions. EssayPop is an interactive, cloud-based writing solution designed by educators to simplify and enhance the writing process for both teachers and students.

See Note 4, “Acquisitions,” to our consolidated financial statements.

Recent Developments

Preliminary Estimated Operating Results for the Three Months Ended June 30, 2025

Set forth below are preliminary unaudited estimates of financial information for the three months ended June 30, 2025 and actual unaudited financial information for the three months ended June 30, 2024. We have not yet finalized our financial information for the three months ended June 30, 2025, and therefore the unaudited financial information for the three months ended June 30, 2025 presented herein reflects preliminary estimates and assumptions based on currently available information and is subject to, among other things, completion of our financial closing procedures, which we do not expect to complete for the three months ended June 30, 2025 until after the completion of this offering. As a result, while this information is presented with ranges that we consider to be reasonable, it remains in all cases subject to change pending finalization, and our actual results will not be available to you prior to investing in this offering. This financial information should not be viewed as a substitute for full quarterly financial statements prepared in accordance with GAAP. You should also note that additional information on results presented herein will be included in future reports expected to be available only after this offering, such as complete financial results for the three months ended June 30, 2025 and June 30, 2024 and footnote disclosures associated with our financial results.

These estimates should not be viewed as a substitute for our historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus. These estimates may not be indicative of the results for any future period as a result of various factors, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

The preliminary financial data for the three months ended June 30, 2025 included in this prospectus has been prepared by, and is the responsibility of, our management. Ernst & Young LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

The trends for this period are consistent with those discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations. For additional information about our non-GAAP financial measures, see “Basis of Presentation—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

We are currently preparing our preliminary unaudited estimates of the financial information that will be presented in this Recent Developments section. In subsequent filings with the SEC we will update our disclosure to present the preliminary information.

(1)Basic and diluted earnings per share figures presented in this table do not take into account the Offering Reorganization Transactions, which includes the effectiveness of our second amended and restated certificate of incorporation, stock conversion and a -for- stock split, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering.

(2)See “Basis of Presentation—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for the definition of Adjusted EBITDA. The below table shows the reconciliation from Net income (loss) to Adjusted EBITDA.

(b)For the three months ended June 30, 2025 and 2024, represents $2.5 million of advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering).

(c)This primarily represents transaction and integration costs associated with acquisitions.

(d)For the three months ended June 30, 2025 and 2024, the amount represents (i) foreign currency exchange transaction impact of $ million and $0.5 million, respectively, and (ii) the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

(e)Three adjustments included in the definition of Adjusted EBITDA (purchase accounting, impairment charge and (gain) loss on extinguishment of debt) are not presented in the table above, as there were no such charges recognized during the three months ended June 30, 2025 and 2024.

(3)Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue.

(4)See “Basis of Presentation—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for the definition of Adjusted net income (loss). The table below shows the reconciliation from Net income (loss) to Adjusted net income (loss).

(a)Represents amortization of definite-lived acquired intangible assets.

(b)Represents the same adjustments used in calculating EBITDA and Adjusted EBITDA.

(c)Represents the tax impact of the adjustments, which are pre-tax, based upon the statutory tax rate.

(d)Three adjustments included in the definition of Adjusted net income (loss) (purchase accounting, impairment charge and (gain) loss on extinguishment of debt) are not presented in the table above, as there were no such charges recognized during the three months ended June 30, 2025 and 2024.

(5)Adjusted basic and diluted earnings (loss) per share is calculated by dividing Adjusted net income (loss) by basic and diluted weighted-average shares outstanding.

Key Operating Metric

Preliminary Estimated Re-occurring Revenue and Transactional Revenue for the Three Months Ended June 30, 2025

Summary Risk Factors

An investment in our Common Stock involves a high degree of risk. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus, and, in particular, you should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our Common Stock. Among these important risks are the following:

•we operate in a highly competitive market, and we may not be able to compete successfully against current and future competitors, as well as compete against no-cost competitive products;

•our ability to win new markets, adapt to changing state academic standards, and anticipate and meet changes in timing and scope of federal, state and local education funding and enrollment;

•the effect of various political and economic issues and our ability to comply with laws and regulations we are subject to, both in the United States and internationally;

•our ability to adjust to developments in the economic or regulatory environment;

•general economic conditions, including industry and market conditions, inflationary pressures, interest rate fluctuations and volatility;

•the order patterns and payment schedules of customers and high degree of seasonality related to our business;

•the factors that reduce enrollment at colleges and universities;

•our compliance with privacy, accessibility and other laws and adequate protection of personal data;

•our ability to adjust rapidly changing expectations and standards on various environmental, social and governance matters and initiatives;

•our reliance on third parties to help complete business functions including distribution, critical operational functions and supply of products;

•our ability to retain and recruit qualified authors, employees and key personnel;

•our ability to defend challenges to our intellectual property rights in our products;

•defects in and an increase in unauthorized copying and distribution of our products;

•changes in policy and funding shifts, including the potential reorganization or dismantlement of the U.S. Department of Education and the impact on our cost of development and implementation strategies;

•our ability to make accurate assumptions or estimations in preparing our financial statements and our ability to correctly implement any required changes based on such assumptions or estimations;

•our financial leverage, which could adversely affect our ability to raise additional capital to fund our operations, and other risks related to indebtedness, which included $3.278 billion face value of outstanding debt as of March 31, 2025;

•Platinum’s significant influence over us and our status as a “controlled company” under the rules of the NYSE;

•our stock price may be volatile and you may not be able to sell shares at or above the price at which you executed your purchase;

•we do not anticipate paying dividends or repurchasing shares in the foreseeable future; and

•the other factors identified under the heading “Risk Factors” beginning on page 25 of this prospectus.

Our Relationship with Our Sponsor

Founded in 1995 by Tom Gores, Platinum is a global investment firm with approximately $50 billion of assets under management and a portfolio of approximately 60 operating companies that serve customers around the world. Platinum specializes in mergers, acquisitions and operations—a trademarked strategy it calls M&A&O®—acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 30 years, Platinum has completed more than 500 acquisitions and debt financings.

Following the consummation of the Acquisition, McGraw Hill, Inc. and Platinum Advisors entered into a Corporate Advisory Services Agreement, dated as of July 30, 2021 (the “Advisory Agreement”), pursuant to which the Company engaged Platinum Advisors as a financial, transactional and management consultant. Under the Advisory Agreement, the Company has agreed to pay Platinum Advisors an annual advisory fee in an amount mutually agreed between the parties and to reimburse Platinum Advisors for its out-of-pocket costs and expenses incurred in connection with its services under the Advisory Agreement. The Advisory Agreement contains customary indemnification provisions in favor of Platinum Advisors and its affiliates, including Platinum. The Advisory Agreement will be terminated upon the consummation of this offering.

In connection with this offering, we intend to enter into an investor rights agreement with Platinum (the “Investor Rights Agreement”), pursuant to which we will take all action within our power to cause the board of directors to include director candidates designated by Platinum in the slate of director nominees recommended by the board of directors for election to our stockholders, unless our board of directors determines that making such recommendation would be inconsistent with the directors’ fiduciary duties under applicable law. These nomination rights are described in the sections titled “Certain Relationships and Related Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement” and “Management—Board Composition.” The Investor Rights Agreement will also grant Platinum certain customary demand registration rights as well as “piggyback” registration rights, with respect to shares of our Common Stock. See “Description of Capital Stock—Registration Rights.”

Immediately following this offering, Platinum will beneficially own % of the voting power of our Common Stock, or % if the underwriters exercise in full their option to purchase additional shares of Common Stock, solely to cover over-allotments, if any, from the selling stockholder as described herein, and Platinum’s interests may conflict with ours or yours in the future. See “Risk Factors—Risks Related to Our Relationship with Platinum and Being a “Controlled Company”—Platinum controls us, and its interests may conflict with ours or other stockholders’ in the future.” Even when Platinum ceases to own shares of our stock representing a majority of the total voting power, for so long as Platinum continues to own a significant percentage of our stock, it will still be able to significantly influence or effectively control the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power.Accordingly, for such period of time, Platinum will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our directors and officers and the power to approve or deny the amendment of certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws.

See “Risk Factors—Risks Related to Our Relationship with Platinum and Being a “Controlled Company”—Platinum controls us, and its interests may conflict with ours or other stockholders’ in the future", "Risk Factors—Risks Related to Our Relationship with Platinum and Being a “Controlled Company”—Anti-takeover provisions in our organizational documents could delay or prevent a change of control," and “Description of Capital Stock.”

Corporate Information

The Company was incorporated under the laws of the State of Delaware. Our principal offices are located at 8787 Orion Place, Columbus, Ohio 43240. Our telephone number is (614) 430-4000. We maintain a website, www.mheducation.com. The information on, or that can be accessed through, our website is not part of this prospectus and you should not rely on any such information in making the decision whether to purchase shares of our Common Stock.

The Offering

The number of shares of our Common Stock outstanding after this offering is based on shares outstanding as of , 2025, and excludes the following:

• shares of Common Stock issuable upon the exercise of outstanding stock options under the McGraw Hill, Inc. (formerly known as Mav Holding Corporation) Stock Incentive Plan (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 our new 2025 Stock Incentive Plan (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.”

Except as otherwise indicated, information in this prospectus reflects or assumes the following:

•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;

•an initial public offering price of $ per share of Common Stock (the midpoint of the estimated price range set forth on the cover page of this prospectus); and

•the Offering Reorganization Transactions, which includes the effectiveness of our second amended and restated certificate of incorporation, stock conversion and a -for- stock split, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering.

Summary Historical and Unaudited Consolidated Financial and Other Data

The following tables present summary historical consolidated financial and other data for McGraw Hill, Inc. and its subsidiaries as of and for the periods indicated. The Company’s historical financial data for the fiscal years ended March 31, 2025, 2024 and 2023 and as of March 31, 2025 and 2024 have been derived from our consolidated financial statements, which are included elsewhere in this prospectus. The financial condition or results of operations for any period are not necessarily indicative of our future financial condition or results of operations.

The information set forth below under the column heading “As Adjusted” gives 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. The information set forth below under the column heading “As Further Adjusted” further adjusts for the consummation of this offering and use of proceeds therefrom by giving further 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.”

You should read the following summary financial and other data below, together with the information under “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and related notes included elsewhere in this prospectus.

(1)Gives effect to the Offering Reorganization Transactions, which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering.

(2)Gives effect to the adjustments set forth in note (1) above as well as: (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.”

We include non-GAAP financial measures in this prospectus, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income (loss), Adjusted basic and diluted earnings (loss) per share and non-GAAP operating and administrative expense financial measures because management uses them to assess our performance. We believe they reflect the underlying trends and indicators of our business and allow management to focus on the most meaningful indicators of our continuous operational performance. Although we believe these measures are useful for investors for the same reasons, readers of the financial statements should note that these measures are not a substitute for GAAP financial measures or disclosures. We have provided reconciliations of each of these non-GAAP financial measures to the most directly comparable GAAP financial measure.

(1)For descriptions of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income (loss), Adjusted basic and diluted earnings (loss) per share, Adjusted operating and administrative expenses, Adjusted selling and marketing expenses, Adjusted general and administrative expenses and Adjusted research and development expenses and a statement of the reasons why management believes they provide useful information to investors, see “Basis of Presentation—Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” The results of such calculation could differ in the future based on the different types of adjustments that may be included in such respective calculations at the time.

Reconciliations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

(b)Represents the effects of the application of purchase accounting associated with the Acquisition, driven by the step-up of acquired inventory.

(c)For the fiscal years ended March 31, 2025, 2024 and 2023, represents $10.0 million of annual advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which will be terminated upon the consummation of this offering).

(d)For the fiscal year ended March 31, 2024, we recorded a non-cash impairment charge of $49.5 million, reducing goodwill and an indefinite-lived intangible trademark by $40.5 million and $9.0 million, respectively.

For the fiscal year ended March 31, 2023, the Company recorded a non-cash impairment charge of $312.0 million, reducing goodwill and indefinite-lived intangible trademarks by $258.0 million and $54.0 million, respectively.

(e)This primarily represents transaction and integration costs associated with acquisitions.

(f)For the fiscal year ended March 31, 2025, the amount represents the write-off of unamortized deferred financing fees and debt discount associated with the 2024 Refinancing Transactions.

For the fiscal year ended March 31, 2024, the amount represents the redemption discount, the write-off of unamortized deferred financing fees, debt discount and other fees and expenses associated with the extinguishment of $50.0 million face value of the 2022 Unsecured Notes.

For the fiscal year ended March 31, 2023, the amount represents the redemption discount, the write-off of unamortized deferred financing fees, debt discount and other fees and expenses associated with the extinguishment of $71.5 million face value of the 2022 Secured Notes and $28.5 million face value of the 2022 Unsecured Notes.

(g)For the fiscal years ended March 31, 2025, 2024 and 2023, the amount represents (i) acquisition related stock-based incentive compensation expense of $0.0 million, $0.0 million and $15.6 million, respectively, (ii) gain from a real estate sale of $0.0 million, $2.0 million and $0.0 million, respectively, (iii) foreign currency exchange transaction impact of $1.3 million, $3.1 million and $4.1 million, respectively, and(iv) the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Reconciliations of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share

(1)Represents amortization of definite-lived acquired intangible assets. See Note 8, “Goodwill and Other Intangible Assets” to our consolidated financial statements and related notes for the fiscal year ended March 31, 2025 for further details.

(2)Represents the same adjustments used in calculating EBITDA and Adjusted EBITDA.

(3)Represents the tax impact of the adjustments, which are pre-tax, based upon the statutory tax rate.

Reconciliations of Non-GAAP operating and administrative expenses

(1)We calculate each of these measures by using the same adjustments used in calculating EBITDA and Adjusted EBITDA to the extent such items are included in the corresponding GAAP operating and administrative expense category.

Our Key Operating Metrics

We regularly monitor the following key operating metrics that help us measure our business. These metrics are key performance indicators as they provide a basis upon which management assesses our performance. We believe they reflect the underlying trends and indicators of our business, allowing management to focus on the most meaningful indicators of our continuous operational performance.

Re-occurring Revenue and Transactional Revenue

Re-occurring Revenue represents revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. Re-occurring Revenue serves as a key operating metric used by management as it offers valuable insight into the subscription-based nature of our business. For the fiscal years ended March 31, 2025, 2024 and 2023, Re-occurring Revenue represented approximately 69%, 67% and 63% of total revenue, respectively.

Transactional Revenue includes revenue from both print and digital offerings. Revenue from print offerings are recognized at the point of shipment and revenue from digital offerings are recognized at the time of delivery. In addition, revenues for amounts billed to customers in a sales transaction for shipping and handling are included in Transactional Revenue. For the fiscal years ended March 31, 2025, 2024 and 2023, Transactional Revenue represented approximately 31%, 33% and 37% of total revenue, respectively.

Annual Net Dollar Retention

We believe that our ability to retain and grow Re-occurring Revenue from our existing customers over time strengthens the stability and predictability of our total revenue base and is reflective of the value we deliver to them through upselling and cross selling across our suite of solutions to our existing customers. We assess our performance in our Higher Education and Global Professional segments using Annual Net Dollar Retention (“NDR”), which serves as a key operating metric used by management for evaluating the trajectory of digital subscription revenue growth within our existing customer base. Our ability to retain existing customers serves as a leading indicator of our digital subscription-based revenues and cash flows for the subsequent reporting period. It encompasses renewals, expansions, contractions, price increases, and attrition, providing valuable insights into customer engagement and satisfaction.

However, NDR is not applicable to our K-12 segment, as purchasing decisions are typically made at the state or district level, often involving multi-year contracts and varying purchasing cycles across states, that do not align with the renewal, expansion, contraction, and attrition dynamics that NDR measures. Similarly, NDR does not apply to our International segment, as it encompasses Higher Education and K-12 markets, each with distinct purchasing behaviors, contract structures, and funding mechanisms. This variability across these markets makes it challenging to apply a consistent NDR calculation, limiting its effectiveness as a metric for the International segment.

We calculate NDR by dividing (a) the digital subscription amounts invoiced to existing customers during the period, inclusive of changes in enrollment, price changes and attrition by (b) the digital subscription amounts invoiced to such customers for the comparable prior period.

Remaining Performance Obligations

Our Remaining Performance Obligations (“RPO”) represent the total contracted future revenue that has not yet been recognized. RPO is associated with our digital subscriptions and multi-year print products and is impacted by various factors, including the timing of renewals and purchases, contract durations, and seasonal trends. Given these influencing factors, RPO should be evaluated alongside Re-occurring Revenue and other financial metrics disclosed within this prospectus. RPO serves as a key operating metric used by management as it offers visibility into future revenue and facilitates the assessment of long-term growth sustainability.

While we believe that the above key operating metrics provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management, it is important to note that other companies, including companies in our industry, may not use these metrics, may calculate them differently, may have different frequencies or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of Re-occurring Revenue, Transactional Revenue, NDR and RPO as a comparative measure.

Re-occurring Revenue, Transactional Revenue, NDR and RPO are presented in the tables below.