McGraw Hill, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
MH$10.86-3.3%Stored close · as of Nov 6, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. EXHIBITS
| Exhibit Number · Exhibit Description · Incorporated by Reference · Filed Herewith | ||||
|---|---|---|---|---|
| Form · Filing Date · Number | ||||
| 3.1 | Second Amended and Restated Certificate of Incorporation of the Company, dated July 23, 2025. | 8-K | 7/25/2025 | 3.1 |
| 3.2 | Amended and Restated Bylaws of the Company, effective July 23, 2025. | 8-K | 7/25/2025 | 3.2 |
| 4.1 | Indenture, by and among Mav Acquisition Corporation, McGraw-Hill Education, Inc., the Guarantors (as such term is defined therein) and the Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, together with the form of senior secured note, dated as of July 30, 2021. | S-1 | 6/27/2025 | 4.1 |
| 4.2 | Indenture, by and among Mav Acquisition Corporation, McGraw-Hill Education, Inc., the Guarantors (as such term is defined therein) and the Bank of New York Mellon Trust Company, N.A. as trustee, together with the form of senior note, dated as of July 30, 2021. | S-1 | 6/27/2025 | 4.2 |
| 4.3 | Indenture, by and among McGraw-Hill Education, Inc. and the Guarantors (as such term is defined therein) and the Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent, together with the form of senior secured note, dated as of August 6, 2024. | S-1 | 6/27/2025 | 4.3 |
| 4.4 | Investor Rights Agreement, effective July 25, 2025. | 8-K | 7/25/2025 | 4.1 |
| 10.1 | Revolving Credit Agreement, by and among McGraw-Hill Education, Inc., as the Ultimate Borrower, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lenders and other parties thereto, dated as of July 30, 2021. | S-1 | 6/27/2025 | 10.1 |
| 10.1.1 | Amendment No. 1 to the Revolving Credit Agreement, by and among McGraw-Hill Education, Inc., as the Lead Borrower, Bank of America, N.A., as Administrative Agent, and the lenders and other parties thereto, dated as of April 26, 2023. | S-1 | 6/27/2025 | 10.1.1 |
| 10.1.2 | Amendment No. 2 to the Revolving Credit Agreement, by and between McGraw-Hill Education, Inc., as the Lead Borrower and Bank of America, N.A., as Administrative Agent, dated as of June 17, 2024. | S-1 | 6/27/2025 | 10.1.2 |
| 10.1.3 | Amendment No. 3 to the Revolving Credit Agreement, by and among McGraw-Hill Education, Inc., as the Lead Borrower, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lenders and other parties thereto, dated as of August 6, 2024. | S-1 | 6/27/2025 | 10.1.3 |
| 10.2 | Credit Agreement, by and among McGraw-Hill Education, Inc., as the Ultimate Borrower, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lenders and other parties thereto, dated as of July 30, 2021. | S-1 | 6/27/2025 | 10.2 |
| 10.2.1 | Amendment No. 1 to the Credit Agreement, by and among McGraw-Hill Education, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lenders and other parties thereto, dated as of November 1, 2021. | S-1 | 6/27/2025 | 10.2.1 |
| 10.2.2 | Amendment No. 2 to the Credit Agreement, by and among McGraw-Hill Education, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent, and the lenders and other parties thereto, dated as of June 26, 2023. | S-1 | 6/27/2025 | 10.2.2 |
| 10.2.3 | Amendment No. 3 to the Credit Agreement, by Bank of America, N.A., as Administrative Agent, dated as of June 27, 2023. | S-1 | 6/27/2025 | 10.2.3 |
| 10.2.4 | Amendment No. 4 to the Credit Agreement, by Bank of America, N.A., as Administrative Agent, dated as of June 27, 2024. | S-1 | 6/27/2025 | 10.2.4 | |
| 10.2.5 | Amendment No. 5 to the Credit Agreement, by and among McGraw-Hill Education, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent, and the lenders and other parties thereto, dated as of August 6, 2024. | S-1 | 6/27/2025 | 10.2.5 | |
| 10.2.6 | Amendment No. 6 to the Credit Agreement, by and among McGraw-Hill Education, Inc., as the Borrower, Bank of America, N.A., as Administrative Agent, and the lenders and other parties thereto, dated as of February 6, 2025. | S-1 | 6/27/2025 | 10.2.6 | |
| 10.3 | Form of Indemnification Agreement. | S-1 | 6/27/2025 | 10.3 | |
| 10.4 | Simon Allen Executive Employment Terms and Conditions. | S-1 | 6/27/2025 | 10.4 | |
| 10.4.1 | Separation Agreement and General Release, by and among Garet Guthrie and McGraw Hill LLC, as successor to McGraw-Hill Global Education Holdings, LLC and/or McGraw-Hill School Education Holdings, LLC and McGraw Hill, Inc. (formerly Mav Holding Corporation), dated April 17, 2024. | S-1 | 6/27/2025 | 10.4.1 | |
| 10.5 | McGraw Hill, Inc. Annual Incentive Plan. | S-1 | 6/27/2025 | 10.5 | |
| 10.6 | McGraw Hill, Inc. (formerly known as Mav Holding Corporation) 2021 Stock Incentive Plan. | S-1 | 6/27/2025 | 10.6 | |
| 10.7 | Form of Option Agreement for the McGraw Hill, Inc. (formerly known as Mav Holding Corporation) 2021 Stock Incentive Plan. | S-1 | 6/27/2025 | 10.7 | |
| 10.8 | McGraw Hill, Inc. 2025 Stock Incentive Plan. | S-1/A | 7/14/2025 | 10.8 | |
| 10.9 | McGraw-Hill Education, Inc. Executive Severance Plan. | S-1 | 6/27/2025 | 10.9 | |
| 10.10 | McGraw-Hill Education, Inc. Founding Executive Severance Plan. | S-1 | 6/27/2025 | 10.10 | |
| 10.11 | Form of Option Agreement for the McGraw Hill, Inc. 2025 Stock Incentive Plan. | S-1/A | 7/8/2025 | 10.11 | |
| 10.12 | Form of Restricted Stock Unit Grant Notice and Agreement for the McGraw Hill, Inc. 2025 Stock Incentive Plan. | S-1 | 6/27/2025 | 10.12 | |
| 10.13 | Separation Agreement and General Release, by and among Jeannine Tait and McGraw Hill, Inc., dated June 30, 2025. | S-1/A | 7/8/2025 | 10.13 | |
| 10.14 | Amendment No. 1 to McGraw Hill, Inc. (formerly known as Mav Holding Corporation) 2021 Stock Incentive Plan. | S-1/A | 7/14/2025 | 10.14 | |
| 10.15 | McGraw Hill, Inc. Directors Compensation Program. | S-1/A | 7/14/2025 | 10.15 | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 101.INS | Inline XBRL Instance Document. | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X |
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