McGraw Hill, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
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, 2026 · Filed Aug 13, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-02-11.
0001951070-26-000011
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001951070-26-000039
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 229 previous paragraphs and 171 current paragraphs.
77 unchanged; 53 reworded; 39 added; 89 removed; 10 previous and 2 current paragraphs rearranged.
Tables are not compared: 18 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
The business is comprised of the following four reportable segments:
Current report
•Global Professional: The Company provides students, institutions and professionals with comprehensive medical and engineering learning solutions. The Company sells digital learning solutions and print materials which are easily accessible through a broad range of mediums.
Current report
Higher Education
Current report
•lower Transactional Revenue of approximately $5.1 million, primarily due to lower product returns in the prior year.
Current report
Global Professional
Current report
International
Current report
International revenue for the three months ended June 30, 2026 and 2025 was $45.2 million and $51.5 million, respectively, representing a decrease of $6.2 million, or 12.1%. The decrease was primarily driven by lower higher education enrollments in Canada, the timing of K-12 sales in Spain and delays in customer shipments in the Middle East, which shifted the timing of revenue recognition into the second quarter of fiscal year 2027.
Current report
Operating and administrative expenses for the three months ended June 30, 2026 and 2025 was $255.1 million and $241.5 million, respectively, representing an increase of $13.5 million, or 5.6%. The increase was primarily due to:
Current report
•higher salaries and wages of approxima tely $9.3 million, prima rily due to an annual merit-based compensation increase and growth in headcount;
Current report
•higher selling and marketing expense of approximately $1.0 million, driven by higher sales force sales commission associated with revenue growth in our Higher Education segment, partially offset by lower depository sales commission due to state sales product mix in the K-12 segment;
Current report
•higher promotional sample expense of approximately $1.0 million, incurred in advance of K-12 market opportunities in fiscal year 2027; and
Current report
•higher operating expenses of approximately $8.2 million, primarily driven by increased marketing and sales costs to support revenue growth, higher compliance-related costs associated with operating as a public company, increased third-party software usage to support ongoing technology initiatives and higher restructuring costs related to cost optimization initiatives, partially offset by
Current report
•a gain of approximately $7.5 million, resulting from the sale of intellectual property to a third-party;
Current report
•lower professional fees of approximately $1.9 million, primarily due to the decrease in non-recurring transaction related costs associated with our initial public offering.
Current report
Interest expense (income), net, for the three months ended June 30, 2026 and 2025 was $45.8 million and $58.8 million, respectively, representing a decrease of $13.0 million, or 22.1%. The decrease was primarily attributable to lower total debt outstanding following (i) the repayment of $385.7 million of borrowings under the A&E Term Loan Facility using net proceeds from our initial public offering on July 25, 2025, (ii) the repayment of an additional $206.7 million of borrowings under the A&E Term Loan Facility during the second half of fiscal year 2026, and (iii) the repayment of $40.0 million aggregate principal amount of the 2022 Unsecured Notes during the fourth quarter of fiscal year 2026. The decrease also reflects lower interest rates on the A&E Term Loan Facility following the repricing transactions (as defined in the Cash Flow Credit Agreement), which closed on February 6, 2025 and September 8, 2025, reducing the applicable Term SOFR margin by 75 basis points and 50 basis points, respectively.
Current report
•a gain of approximately $7.5 million, resulting from the sale of intellectual property to a third-party;
Current report
•higher promotional sample expense of approximately $1.0 million, incurred in advance of market opportunities in fiscal year 2027.
Current report
Higher Education
Current report
•higher selling and marketing expense, primarily driven by increased sales force sales commission of approximately $5.9 million, associated with revenue growth; and
Current report
•higher cost of sales of approximately $1.8 million, primarily driven by increased royalty costs associated with revenue growth, partially offset by lower manufacturing and other direct fulfillment costs due to increased adoption of digital products; and
Current report
•higher salaries and wages of approximately $1.0 million, primarilydue to an annual merit-based compensation increase and growth in headcount.
Current report
Global Professional
Current report
Global Professional Adjusted EBITDA for the three months ended June 30, 2026 and 2025 was $8.7 million and $11.3 million, respectively, representing a decrease of $2.6 million or 22.9%. The decrease wasprimarily due to
Current report
•higher travel and other expenses of approximately $1.4 million, primarily driven by increased marketing and sales costs to support go-to-market initiatives;
Current report
International
Current report
International Adjusted EBITDA for the three months ended June 30, 2026 and 2025 was $3.3 million and $7.2 million, respectively, representing a decrease of $4.0 million, or 54.9%. The decrease was primarily due to:
Current report
•a decrease in revenue of $6.2 millionas discussed under “—Consolidated Operating Results for the Three Months Ended June 30, 2026 and 2025—International”, partially offset by
Current report
•lower cost of sales of approximately $2.2 million, primarily driven by lower manufacturing and royalty costs associated with changes in product sales mix and lower Transactional Revenue from print offerings.
Current report
(f) The purchase accounting, impairment charges and (gain) loss on extinguishment of debt adjustments included in the definition of Adjusted EBITDA are not presented in the table above, as there were no such charges recognized during the three months ended June 30, 2026 and 2025.
Current report
McGraw-Hill Education, Inc. and certain subsidiaries entered into a credit agreement dated July 30, 2021 (as amended from time to time, the “Cash Flow Credit Agreement”), which provides for (i) a term loan facility that matures on August 6, 2031 (the “A&E Term Loan Facility”) and (ii) a revolving credit facility, which consists of $111.3 million of capacity maturing on August 6, 2029 (the “A&E Cash Flow Revolving Facility”) and $38.7 million of capacity that matures on July 30, 2026 (the “Non-Extended Cash
Current report
Flow Revolver Facility”). There were no amendments to the Cash Flow Credit Agreement during the three months ended June 30, 2026.
Current report
As of June 30, 2026, the aggregate principal amount outstanding and fair value of the A&E Term Loan Facility was $551.5 million and $553.6 million, respectively, with a remaining contractual life of approximately 5.2 years. As of June 30, 2026, the interest rate for the A&E Term Loan Facility was 6.394% per annum.
Current report
McGraw-Hill Education, Inc. and certain subsidiaries entered into a revolving credit agreement dated July 30, 2021 (as amended from time to time, the “ABL Revolving Credit Agreement”) which provides for (i) a U.S. revolving credit facility of $265.0 million and (ii) a non-U.S. revolving credit facility of $35.0 million (together, the “A&E ABL Revolving Credit Facilities”). The A&E ABL Revolving Credit Facilities will mature on August 6, 2029 and are not subject to amortization. There were no amendments to the ABL Revolving Credit Agreement entered into during the three months ended June 30, 2026.
Current report
As of June 30, 2026, the aggregate principal amount outstanding and fair value of the 2024 Secured Notes was approximately $650.0 million and $658.9 million, respectively, with a remaining contractual life of approximately 5.2 years.
Current report
As of June 30, 2026, the aggregate principal amount outstanding and fair value of the 2022 Secured Notes was approximately $828.5 million and $823.3 million, respectively, with a remaining contractual life of approximately 2.1 years.
Current report
As of June 30, 2026, the aggregate principal amount outstanding and fair value of the 2022 Unsecured Notes was approximately $599.0 million and $599.0 million, respectively, with a remaining contractual life of approximately 3.1 years.
Current report
Share Repurchase Plan
Current report
On June 2, 2026, our board of directors approved a share repurchase plan whereby, from time to time, the Company may repurchase up to $50 million of the Company’s Common Stock.
Current report
Cash flows used for financing activities for the three months ended June 30, 2026 and 2025 was $3.2 million and $7.4 million, respectively. The variance was primarily driven by cash proceeds received from the exercise of vested stock options during the current period and the absence of non-recurring initial public offering transaction costs incurred in the prior period.
Removed paragraphs (89)
Previous report
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 that education positively impacts lives and, for more than 135 years, we have continuously innovated to help educators and institutions unlock the potential of each learner.
Previous report
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. Our scalable digital solutions rely on shared technology infrastructure, years of collaborative partnerships with leading institutions, expertise in learning science and a focus on high-value iterative product design and development activities led by a team of approximately 300 software engineers. 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.
Previous report
Recent Developments
Previous report
On December 30, 2025, Simon Allen notified the Board of Directors (the "Board") of his intention to retire from his position as the Company's President and Chief Executive Officer ("CEO"), effective on February 9, 2026 (the "Transition Date"). As a result, on January 2, 2026, the Board appointed Philip Moyer to succeed Mr. Allen as the Company's President and CEO and also appointed Mr. Moyer to the Board, effective as of the Transition Date. Mr. Allen will cease serving as President and CEO on the Transition Date and will continue to serve as Chair of the Board.
Previous report
In connection with his appointment, Mr. Moyer is entitled to receive restricted stock unit (“RSUs”) awards with an aggregate grant date fair value of $8.0 million under the Company's 2025 Stock Incentive Plan. In addition, Mr. Moyer will be eligible to purchase shares of the Company's Common Stock with a fair market value of up to $1.5 million under the 2025 Stock Incentive Plan, with a corresponding equal number of RSUs granted to him.
Previous report
The Education End-Markets We Serve
Previous report
We serve the needs of three primary customer end markets in education – K-12, higher education and professional which predominately serves the medical and engineering markets. While the United States is our largest market, we serve customers in international markets through an expansive global distribution network. Our operating segments are as follows:
Previous report
Our K-12 segment represented 46% and 51% of total revenue for the nine months ended December 31, 2025 and 2024, respectively. Our Higher Education segment represented 38% and 32% of total revenue for the nine months ended December 31, 2025 and 2024, respectively. Our Global Professional segment represented 7% of total revenue for each of the nine months ended December 31, 2025 and 2024, respectively. Our International segment represented 9% and 10% of total revenue for the nine months ended December 31, 2025 and 2024, respectively. The remaining total revenue relates to adjustments made for in-transit product sales, which are included in the segment “Other.”
Previous report
Our revenue models across each of our businesses are transforming along with our customers’ increasing adoption of digital learning solutions. In general, our digital solutions are sold on a subscription basis with high renewal rates, which provides a more predictable and stable long-term revenue model.
Previous report
We are a top two provider of digital and print learning solutions in the U.S. higher education market based on market share, serving approximately 82% of U.S. higher education institutions. The proliferation of digital technology has reshaped Higher Education. To support the evolving needs of educators and learners, we provide comprehensive digital course experiences for nearly every subject through our flagship Connect solution, with over 34 million lifetime learners. Our Evergreen content delivery model provides continuous content updates to keep materials engaging and aligned with the latest standards, which we believe outpaces the industry standard and advances beyond the traditional approach of episodic revision cycles.
Previous report
In Fall 2024, the number of students who were enrolled in post secondary institutions was 19 million. Although we cover all major academic disciplines, our content portfolio is organized into three key disciplines: (i) Business, Economics & Computing; (ii) Science, Engineering & Math; and (iii) Humanities, Social Science & Languages. Our top selling products include Economics: Principles, Problems, and Policies (McConnell/Brue/Flynn), ALEKS, Managerial Accounting (Garrison) and The Art of Public Speaking (Lucas). The primary users of our solutions are students enrolled in two- and four-year non-profit colleges and universities, and to a much lesser extent, for-profit institutions. Although we sell our solutions to the students as end users, it is the instructor who often makes the ultimate decision regarding materials for the course. A key distribution model for Higher Education is Inclusive Access, a course material affordability program, designed by institutions and guided by the U.S. Department of Education. Inclusive Access has saved students over $1.5 billion since the fiscal year ended March 31, 2018, offering them the choice to select the learning resources that are right for them.
Previous report
We are a global content provider of trusted, high stakes medical and engineering learning solutions and support learners and educational institutions with technologies developed to maximize learning outcomes. Through our subscription-based learning solutions such as Access, we provide students, institutions and professionals with comprehensive medical and engineering learning solutions. Our AccessMedicine solution is available across approximately 94% of U.S. medical schools.
Previous report
Other
Previous report
Other represents certain transactions or adjustments that are unusual or non-operational. In addition, adjustments made for in-transit product sales, timing-related corporate cost allocations and other costs not attributed to a single reportable segment are recorded within Other.
Previous report
K-12 revenue for the three months ended December 31, 2025 and 2024 was $128.2 million and $150.2 million, respectively, representing a decrease of $22.0 million, or 14.6%. The decrease was primarily attributable to lower Transactional Revenue and Re-occurring Revenue of approximately $20.2 million and $1.8 million, respectively, driven by a smaller market opportunity in the current period.
Previous report
•lower Transactional Revenue of approximately $5.6 million, primarily driven by a change in duration mix of digital product sales, partially offset by a reduction in product returns.
Previous report
Global Professional revenue for the three months ended December 31, 2025 and 2024 was $36.2 million and $35.5 million, respectively, representing an increase of $0.7 million, or 2.0%. The increase was primarily due to higher Re-occurring Revenue of approximately $0.9 million due to the continued focus on core digital products. This increase was partially offset by lower Transactional Revenue of approximately $0.1 million, reflecting the continued execution of the strategic initiative to sunset non-core print titles.
Previous report
International revenue for the three months ended December 31, 2025 and 2024 was $44.1 million and $44.9 million, respectively, representing a decrease of $0.8 million, or 1.8%. The decrease was driven by lower Re-occurring Revenue of approximately $2.1 million, resulting primarily from lower enrollments in
Previous report
Canada. This decrease was partially offset by higher Transactional Revenue of approximately $1.3 million, attributable to increased print sales in the K-12 segment.
Previous report
•lower inventory obsolescence reserve of approximately $1.1 million, resulting from a significantly reduced inventory balance due to the shift toward digital sales and the timing of K-12 market opportunities; partially offset by
Previous report
Operating and administrative expenses for the three months ended December 31, 2025 and 2024 was $257.2 million and $250.1 million, respectively, representing an increase of $7.1 million, or 2.8%. The increase was primarily due to:
Previous report
•higher salaries and wages of approximately $4.3 million, primarily due to an annual merit-based compensation increase;
Previous report
•higher selling and marketing expense of approximately $2.4 million, driven by higher sales force sales commission and increased investment in sales conferences and promotional activities in the Higher Education segment, consistent with the growth in revenue;
Previous report
•higher professional fees of approximately $1.3 million, reflecting an increase in legal, accounting and compliance-related costs associated with operating as a public company; and
Previous report
Interest expense (income), net, for the three months ended December 31, 2025 and 2024 was $47.4 million and $68.9 million, respectively, representing a decrease of $21.5 million, or 31.2%. The decrease was primarily driven by the repayment of$385.7 million of debt outstanding under the A&E Term Loan Facility using net proceeds from our initial public offering on July 25, 2025, as well as the repayment of an additional$200.0 million of debt outstanding under the A&E Term Loan Facility during the third fiscal quarter of 2026 using cash on hand, and a lower variable interest rate during the current period compared to the prior-year period.
Previous report
During thethree months ended December 31, 2025, we recorded a loss on extinguishment of debt of$8.1 million, inclusive of the accelerated amortization of unamortized debt discount and deferred financing costs, in connection with the repayment of$150.0 million and $50.0 million on October 16, 2025 and December 10, 2025, respectively, of debt outstanding under the A&E Term Loan Facility.
Previous report
Income tax provision (benefit) for the three months ended December 31, 2025 and 2024 was $(5.0) million and $8.2 million, respectively, and the effective tax rate was 19.7% and (18.4)%, respectively.
Previous report
•lower manufacturing, royalty and other direct fulfillment costsof approximately $4.4 million, attributable to lower Transactional Revenue from print offerings; and
Previous report
•lower allocation of shared corporate costs of approximately $2.9 million, driven by current period factors such as revenue, headcount and the allocable cost base.
Previous report
•higher royalty costs of approximately $8.0 million, consistent with the growth in revenue;
Previous report
•higher allocation of shared corporate costs of approximately $7.6 million, driven by current period factors such as revenue, headcount and the allocable cost base; and
Previous report
•higher selling and marketing expense, driven by higher sales force sales commission of approximately $1.7 million, consistent with the growth in revenue.
Previous report
International Adjusted EBITDA for the three months ended December 31, 2025 and 2024 was $4.1 million and $6.4 million, respectively, representing a decrease of $2.4 million, or 36.6%. The decrease was primarily due to:
Previous report
•a decrease in revenue of $0.8 millionas discussed under “—Consolidated Operating Results for the Three Months Ended December 31, 2025 and 2024—International”;
Previous report
•higher allowance for credit losses of approximately $0.8 million, attributable to the aging of accounts receivable due to the timing of collections during the period; and
Previous report
•higher salaries and wages of approximately $0.7 million, primarily due to an annual merit-based compensation increase.
Previous report
Consolidated Operating Results for the Nine Months Ended December 31, 2025 and 2024
Previous report
Revenue
Previous report
Revenue for the nine months ended December 31, 2025 and 2024 was $1,639.1 million and $1,628.0 million, respectively, representing an increase of $11.0 million, or 0.7%. The increase was driven by the segment factors described below.
Previous report
Higher Education revenue for the nine months ended December 31, 2025 and 2024 was $620.7 million and $528.5 million, respectively, representing an increase of $92.2 million, or 17.4%. The increase was primarily due to:
Showing the first 40 of 89 passages. Open the source sections for the rest.
Reworded paragraphs (53)
Previous wording
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with the unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended March 31, 2025 included in our final prospectus filed with the SEC on July 24, 2025 (the “Prospectus”). This discussion may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in the Prospectus and elsewhere in this Quarterly Report on Form 10-Q. Our actual results could differ materially from such forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Current wording
The following discussion and analysis of our results of operations and financial condition should be read in conjunction with the unaudited consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended March 31, 2026 included in our Annual Report. This discussion may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in the Annual Report and elsewhere in this Quarterly Report on Form 10-Q. Our actual results could differ materially from such forward-looking statements. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Previous wording
We believe that education is foundational to global stability and economic prosperity. Recent investments in technology infrastructure and the rapid proliferation of mobile devices have accelerated the adoption of digital learning solutions and fostered a culture of data-driven instruction across the education landscape. Demand for personalized content, delivered via intuitive digital solutions, is reshaping the industry as educators continue to leverage technology, including generative AI, to meet students where they are in their learning journey.
Current wording
McGraw Hill is a leading global provider of education solutions for K-12, higher education and professional learning markets with over 100 million active curriculum licenses, 190 terabytes of proprietary educational data, and approximately 25.6 billion learning interactions across its platforms. Based on available industry data and management's knowledge of the competitive landscape, we are one of the largest education companies worldwide based on paid subscribers and users. We are helping shape the education industry by providing access to effective learning experiences that improve outcomes and opportunities for all. McGraw Hill operates at the intersection of proprietary content, software and data, using artificial intelligence to deliver personalized learning experiences at global scale, driving positive outcomes throughout the entire learning lifecycle. For more than 137 years, McGraw Hill has built one of the world's most recognized education brands. Demand for personalized content, delivered via intuitive digital solutions, is reshaping the industry as educators continue to leverage technology, including generative AI, to meet students where they are in their learning journey.
Previous wording
We are a top two provider in the K-12 market in the United States, serving approximately 99% of public K-12 districts. We go to market with blended digital and print learning solutions as a holistic provider of end-to-end core, supplemental and intervention curricula to support the needs of U.S. K-12 schools. Core Solutions are digital and print solutions that serve mainstream educators with research-based, comprehensive learning solutions. Supplemental Solutions are additional learning resources that complement, enrich and extend core program solutions. Intervention Solutions are solutions that leverage our expertise in data science and learning science to help identify and support students at risk for academic faltering, to remediate learning gaps or to support special learning or behavioral needs. AP and Electives are additional learning solutions to support college readiness, career and technical education, and electives. We sell our learning solutions directly to school districts across the U.S. through multi-year contracts providing strong visibility and predictability of forward revenue. The timing of purchase and the contract length varies by state resulting in variation in the total K-12 sales opportunity in a given year with states with large K-12 populations like Florida, California and Texas having an outsized impact on the sales opportunity in the years that they procure content.
Current wording
•K-12: The Company provides end-to-end core, supplemental and intervention curricula to support the needs of U.S. K-12 schools. The Company sells blended digital and print learning solutions directly to school districts across the United States.
Previous wording
We also sell our Higher Education solutions to well-known online retailers and distribution partners, who subsequently sell to students and we also sell direct to student via our proprietary e-commerce platform.
Current wording
•Higher Education: The Company provides students, instructors and institutions with adaptive digital learning solutions and content, and instructional materials. The primary users of the Company's solutions are students enrolled in two- and four-year non-profit colleges and universities, and to a lesser extent, for-profit institutions. The Company sells its Higher Education solutions to well-known online retailers and distribution partners, who subsequently sell to students. The Company also sells direct to student via its proprietary e-commerce platform.
Previous wording
We are a provider of comprehensive digital and print solutions in more than 100 countries and 80 languages outside the United States. Through our expansive global distribution network, we serve the needs of learners and educators throughout the world with our K-12 and Higher Education solutions that primarily originate or are adapted from our U.S.-based solutions.
Current wording
•International: The Company is a provider of comprehensive digital and print solutions in more than 100 countries and 80 languages outside of the United States. Through our expansive global distribution network, we serve the needs of learners and educators throughout the world with our K-12 and Higher Education solutions that primarily originate or are adapted from our U.S.-based solutions.
Previous wording
For the nine months ended December 31, 2025 and 2024, we generated revenue of $1,639.1 million and $1,628.0 million, respectively, and a net income (loss) of $85.6 million and $71.0 million, respectively. For the nine months ended December 31, 2025 and 2024, we generated Adjusted EBITDA of $613.7 million and $595.1 million, respectively. See “—Key Operating Metrics” and “—Non-GAAP Financial Measures.”
Current wording
For the three months ended June 30, 2026 and 2025, we generated revenue of $549.9 million and $535.7 million, respectively, and a net income (loss) of $57.9 million and $0.5 million, respectively. For the three months ended June 30, 2026 and 2025, we generated Adjusted EBITDA of $207.0 million and $191.4 million, respectively. See “—Key Operating Metrics” and “—Non-GAAP Financial Measures.”
Previous wording
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 nine months ended December 31, 2025 and 2024, Re-occurring Revenue represented approximately 71% and 66% of total revenue, respectively.
Current wording
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 three months ended June 30, 2026 and 2025, Re-occurring Revenue represented approximately 77% and 72% of total revenue, respectively.
Previous wording
Transactional Revenue includes revenue from both print and digital offerings. Revenue from print offerings is 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 nine months ended December 31, 2025 and 2024, Transactional Revenue represented approximately 29% and 34% of total revenue, respectively.
Current wording
Transactional Revenue includes revenue from both print and digital offerings. Revenue from print offerings is 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 three months ended June 30, 2026 and 2025, Transactional Revenue represented approximately 23% and 28% of total revenue, respectively.
Previous wording
Re-occurring Revenue and Transactional Revenue for the Three and Nine Months Ended December 31, 2025 and 2024
Current wording
Re-occurring Revenue and Transactional Revenue for the Three Months Ended June 30, 2026 and 2025
Previous wording
Revenue for the three months ended December 31, 2025 and 2024 was $434.2 million and $416.5 million, respectively, representing an increase of $17.7 million, or 4.2%. The increase was driven by the segment factors described below.
Current wording
Revenue for the three months ended June 30, 2026 and 2025 was $549.9 million and $535.7 million, respectively, representing an increase of $14.2 million, or 2.6%. The increase was driven by the segment factors described below.
Previous wording
K-12 revenue for the nine months ended December 31, 2025 and 2024 was $758.3 million and $829.7 million, respectively, representing a decrease of $71.4 million, or 8.6%. The decrease was primarily attributable to lower Transactional Revenue of approximately $92.3 million, driven by a smaller market opportunity in the current period. This decrease was partially offset by an increase in Re-occurring Revenue of approximately $20.9 million, primarily due to the timing of deferred revenue recognition associated with prior year sales in the California, Texas and Florida markets.
Current wording
K-12 revenue for the three months ended June 30, 2026 and 2025 was $274.4 million and $270.9 million, respectively, representing an increase of $3.5 million, or 1.3%. The increase was primarily attributable to higher Re-occurring Revenue of approximately $13.0 million, primarily due to the timing of deferred revenue recognition associated with prior year sales in the California, Florida and Texas markets. This was partially offset by lower Transactional Revenue of approximately $9.5 million, primarily due to lower than target market share capture in current period market opportunities in California and Texas, partially offset by strong performance in Florida and open territories across multiple markets.
Previous wording
Higher Education revenue for the three months ended December 31, 2025 and 2024 was $225.4 million and $181.8 million, respectively, representing an increase of $43.6 million, or 24.0%. The increase was primarily due to:
Current wording
Higher Education revenue for the three months ended June 30, 2026 and 2025 was $199.8 million and $182.4 million, respectively, representing an increase of $17.5 million, or 9.6%. The increase was primarily due to:
Previous wording
•higher Re-occurring Revenue of approximately $49.2 million, due to the timing of deferred revenue recognition associated with the increased adoption of digital products, including growth in Inclusive Access sales, market share gains, continued growth in U.S. enrollments and price increases; partially offset by
Current wording
•higher Re-occurring Revenue of approximately $22.6 million, driven by the timing of deferred revenue recognition associated with the increased adoption of digital products, including growth in Inclusive Access sales, market share gains, favorable pricing and growth in U.S. enrollments, partially offset by
Previous wording
Global Professional revenue for the nine months ended December 31, 2025 remained consistent with the prior year at $111.2 million. Lower Transactional Revenue, driven by the continued execution of the strategic initiative to sunset non-core print titles, was offset by an increase in Re-occurring Revenue, primarily attributable to the timing of deferred revenue recognition related to growth in digital subscriptions for our core products sold in the prior year.
Current wording
Global Professional revenue for the three months ended June 30, 2026 and 2025 was $34.8 million and $35.2 million, respectively, representing a decrease of $0.3 million, or 1.0%. The decrease was primarily due to lower Transactional Revenue of approximately $1.8 million, driven by the continued execution of the strategic initiative to sunset non-core print titles. This was partially offset by an increase in Re-occurring Revenue of approximately $1.5 million, primarily attributable to the timing of deferred revenue recognition related to growth in digital subscriptions for our core products sold in the prior year.
Previous wording
Cost of sales (excluding depreciation and amortization) for the three months ended December 31, 2025 and 2024 was $63.8 million and $65.3 million, respectively, representing a decrease of $1.4 million, or 2.2%. The decrease was primarily due to:
Current wording
Cost of sales (excluding depreciation and amortization) for the three months ended June 30, 2026 and 2025 was $110.7 million and $123.4 million, respectively, representing a decrease of $12.7 million, or 10.3%. The decrease was primarily due to:
Previous wording
•lower manufacturing, royalty and other direct fulfillment costsof approximately $8.3 million, primarily attributable to lower Transactional Revenue from print offerings in the K-12 and International segments due to smaller market opportunities in the current period; and
Current wording
•lower manufacturing androyalty costsof approximately $15.5 million, due to lower Transactional Revenue from print offerings in the K-12 and International segments, partially offset by
Previous wording
•higher royalty costs in the Higher Education segment of approximately $8.0 million, resulting from the growth in Re-occurring Revenue.
Current wording
•higher royalty costs of approximately $2.8 million, primarily driven by the timing of deferred royalty cost recognition within Higher Education, resulting from the growth in Re-occurring Revenue.
Previous wording
•higher stock-based compensation of approximately $0.7 million, due to the recognition of stock-based compensation expense in connection with our initial public offering; partially offset by
Current wording
•higher stock-based compensation expense of approximately $3.9 million, reflecting the commencement of stock-based compensation expense recognition following the consummation of our initial public offering on July 25, 2025;
Previous wording
•higher salaries and wages of approximately $2.0 million, primarily due to an annual merit-based compensation increase; partially offset by
Current wording
•higher annual incentive compensation expense of approximately $2.0 million, primarily driven by thegrowth in headcount and higher salaries and wages;
Previous wording
•lower advisory fees of approximately $2.5 million, reflecting the termination of the Advisory Agreement with Platinum Advisors following the consummation of our initial public offering.
Current wording
•lower advisory fees of approximately $2.5 million, reflecting the termination of the Advisory Agreement with Platinum Advisors following the consummation of our initial public offering; and
Previous wording
Depreciation and amortization expenses for the three months ended December 31, 2025 and 2024 were $82.7 million and $77.0 million, respectively, representing an increase of $5.7 million, or 7.5%. The increase was driven primarily by the accelerated depreciation of leasehold improvements associated with the sublease of a portion of our New York office space, partially offset by lower amortization expense related to the use of an accelerated method of amortization for our content intangible assets.
Current wording
Depreciation and amortization expenses for the three months ended June 30, 2026 and 2025 were $69.8 million and $74.6 million, respectively, representing a decrease of $4.7 million, or 6.3%. The decrease was driven primarily by lower amortization expense related to the use of an accelerated method of amortization for our content intangible assets, as well as lower amortization expense related to certain cloud computing arrangements that became fully amortized during the prior fiscal year.
Previous wording
For the three months ended December 31, 2025, the effective tax rate differed from the statutory rate due to the U.S. research and development tax credit and the expected decrease in the valuation allowance on domestic deferred tax assets due to the enactment of OBBBA. The acceleration of deductibility of software development, interest, and tangible personal property expenditures is expected to significantly reduce our domestic income tax payable for the fiscal year ending March 31, 2026. In addition, a valuation allowance continues to be recorded against certain foreign net deferred tax assets.
Current wording
Income tax provision (benefit) for the three months ended June 30, 2026 and 2025 was $10.7 million and $36.9 million, respectively, and the effective tax rate was 15.5% and 98.7%, respectively. For the three months ended June 30, 2026, the effective tax rate differed from the statutory rate due to non-deductible employee compensation, withholding taxes, U.S. research and development credit and the expected decrease in the valuation allowance on domestic deferred tax assets related to the timing of deferred revenue recognition and the enactment of the One Big Beautiful Bill Act ("OBBBA"). The OBBBA's acceleration of the deductibility of software development, interest, and tangible personal property expenditures is expected to significantly reduce our domestic income tax liability for the fiscal year ending March 31, 2027.
Previous wording
For the three months ended December 31, 2024, the effective tax rate differed from the statutory rate due to forecasted current tax expense, a valuation allowance recorded against domestic and certain foreign net deferred tax assets, and the jurisdictional mix of forecasted annual domestic book losses and foreign book income.
Current wording
For the three months ended June 30, 2025, the effective tax rate differed from the statutory rate due to forecasted current tax expense and a valuation allowance recorded against domestic net deferred tax assets.
Previous wording
Adjusted EBITDA by segment is determined and presented in accordance with Accounting Standards Codification, or ASC, Topic 280, Segment Reporting. Adjusted EBITDA by segment is a measure used by our chief operating decision maker to assess the performance of our segments. We exclude from Adjusted EBITDA by segment: interest expense (income), net, income tax (benefit) provision, depreciation, amortization and pre-publication amortization and certain transactions or adjustments that our chief operating decision maker does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. In addition, Adjusted EBITDA by segment is calculated in a manner consistent with the definition and meaning of our Adjusted EBITDA Non-GAAP measure, see “—Non-GAAP Financial Measures—EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin.”
Current wording
Adjusted EBITDA by segment is determined and presented in accordance with Accounting Standards Codification, or ASC, Topic 280, Segment Reporting. Adjusted EBITDA by segment is a measure used by our chief operating decision maker to assess the performance of our segments. We exclude from Adjusted EBITDA by segment: interest expense (income), net, income tax provision (benefit), depreciation, amortization and pre-publication amortization and certain transactions or adjustments that our chief operating decision maker does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. In addition, Adjusted EBITDA by segment is calculated in a manner consistent with the definition and meaning of our Adjusted EBITDA Non-GAAP measure, see “—Non-GAAP Financial Measures—EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin.”
Previous wording
K-12 Adjusted EBITDA for the three months ended December 31, 2025 and 2024 was $10.5 million and $25.9 million, respectively, representing a decrease of $15.5 million, or 59.7%. The decrease was primarily due to:
Current wording
K-12 Adjusted EBITDA for the three months ended June 30, 2026 and 2025 was $114.5 million and $96.4 million, respectively, representing an increase of $18.1 million, or 18.8%. The increase was primarily due to:
Previous wording
•lower selling and marketing expense, driven by lower depository and sales force sales commission of approximately $4.1 million, due to the decrease in revenue resulting from a smaller market opportunity in the current period.
Current wording
•lower selling and marketing expense, primarily driven by lower depository sales commission of approximately $4.4 million, due to state sales product mix;
Previous wording
•lower manufacturing and royalty costs of approximately $5.6 million, attributable to lower Transactional Revenue from print sales.
Current wording
•lower cost of sales of approximately $3.7 million, primarily driven by lower manufacturing and royalty costs associated withthe decrease in Transactional Revenue from print offerings; and
Previous wording
•a decrease in revenue of approximately $22.0 millionas discussed under “—Consolidated Operating Results for the Three Months Ended December 31, 2025 and 2024—K-12”; partially offset by
Current wording
•an increase in revenue of approximately $3.5 millionas discussed under “—Consolidated Operating Results for the Three Months Ended June 30, 2026 and 2025—K-12”, partially offset by
Previous wording
Higher Education Adjusted EBITDA for the three months ended December 31, 2025 and 2024 was $107.8 million and $80.8 million, respectively, representing an increase of $26.9 million, or 33.3%. The increase was primarily due to:
Current wording
Higher Education Adjusted EBITDA for the three months ended June 30, 2026 and 2025 was $87.0 million and $77.8 million, respectively, representing an increase of $9.3 million, or 11.9%. The increase was primarily due to:
Previous wording
•an increase in revenue of$43.6 million as discussed under “—Consolidated Operating Results for the Three Months Ended December 31, 2025 and 2024—Higher Education”; partially offset by
Current wording
•an increase in revenue of$17.5 million as discussed under “—Consolidated Operating Results for the Three Months Ended June 30, 2026 and 2025—Higher Education”, partially offset by
Previous wording
Global Professional Adjusted EBITDA for the nine months ended December 31, 2025 and 2024 was $33.8 million and $33.3 million, respectively, representing an increase of $0.5 million or 1.5%. The increase wasprimarily due to a lower allocation of shared corporate costs of approximately $1.3 million, driven by current period factors such as headcount, revenue and the allocable cost base, as well as a lower allowance for credit losses of approximately $0.6 million. This was partially offset by higher salaries and wages of approximately $1.5 million, primarilydue to an annual merit-based compensation increase.
Current wording
•higher salaries and wages of approximately $0.6 million, primarily due to an annual merit-based compensation increase; and
Previous wording
Global Professional Adjusted EBITDA for the three months ended December 31, 2025 and 2024 was $11.0 million and $10.2 million, respectively, representing an increase of $0.9 million or 8.4%. The increase wasprimarily due to higher revenue of $0.7 millionas discussed under “—Consolidated Operating Results for the Three Months Ended December 31, 2025 and 2024—Global Professional”.
Current wording
•a decrease in revenue of $0.3 millionas discussed under “—Consolidated Operating Results for the Three Months Ended June 30, 2026 and 2025—Global Professional”.
Previous wording
Further, although not included in the calculation of Adjusted EBITDA below, we may at times add estimated cost savings and operating synergies related to operational changes ranging from acquisitions or dispositions to restructurings, and exclude one-time transition expenditures that we anticipate we will need to incur to realize cost savings before such savings have occurred.
Current wording
Further, although not included in the calculation of Adjusted EBITDA below, we may at times add estimated cost savings and operating synergies related to operational changes ranging from acquisitions or dispositions to restructurings, and exclude one-time transition expenditures.
Previous wording
Adjusted net income (loss) is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering), impairment charges, transaction and integration costs, stock-based compensation, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations and the related tax impact of those adjustments.
Current wording
Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering), impairment charges, transaction and integration costs, stock-based compensation, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations and the related tax impact of those adjustments.
Previous wording
We define Adjusted basic and diluted earnings (loss) per share as Adjusted net income (loss) divided by the basic and diluted weighted average shares outstanding.
Current wording
Adjusted basic and diluted earnings (loss) per share is calculated by dividing Adjusted net income (loss) by the basic and diluted weighted average shares outstanding.
Previous wording
The tables below provide reconciliations of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure on a consolidated basis for the three and nine months ended December 31, 2025 and 2024.
Current wording
The tables below provide reconciliations of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure on a consolidated basis for the three months ended June 30, 2026 and 2025.
Previous wording
(a) Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our restructuring initiatives.
Current wording
(a) Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our formal restructuring initiatives.
Previous wording
(b) For the three and nine months ended December 31, 2025 and 2024, represents the pro rata portion of the annual $10.0 million of advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering).
Current wording
(b) For the three months ended June 30, 2025, represents the pro rata portion of the annual $10.0 million of advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering).
Previous wording
(d) Represents stock-based compensation expense related to awards granted to our employees, directors and consultants under the Company's long-term incentive plans.
Current wording
(d)Represents stock-based compensation expense related to awards granted to our employees, directors and consultants under the Company's long-term incentive plans.
Previous wording
(f) For the three months ended December 31, 2025 and 2024, this amount represents (i) foreign currency exchange transaction impact of $(0.5) million and $2.4 million, respectively, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $3.0 million and $0.7 million, respectively, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering) of nil and $0.1 million, respectively, (iv) post-acquisition compensation expense of nil and $0.1 million, respectively, associated with the acquisition of Boards & Beyond, (v) non-recurring transaction-related costs associated with our initial public offering that were expensed as incurred of nil and $1.1 million, respectively, and (vi) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $2.2 million and $1.1 million, respectively, that are primarily related to individually insignificant miscellaneous items, including third-party consulting and advisory fees associated with system and process rationalization initiatives and certain additional payments related to incremental insurance premiums and policies as a result of the Platinum acquisition that did not renew after the consummation of our initial public offering.
Current wording
(e) For the three months ended June 30, 2026 and 2025, this amount represents (i) foreign currency exchange transaction impact of $(0.7) million and $(1.9) million, respectively, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $2.6 million and $0.8 million, respectively, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering) of nil and $0.1 million, respectively, (iv) non-recurring transaction-related costs associated with the initial public offering that were expensed as incurred of nil and $1.9 million, respectively, and (v) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $(0.3) million and $0.7 million, respectively, that are primarily related to individually insignificant miscellaneous items, including asset dispositions, third party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Platinum acquisition that did not renew after the consummation of our initial public offering.
Showing the first 40 of 53 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Cost of Sales (Excluding Depreciation and Amortization)
Current report — wording carried from elsewhere
Adjusted net income (loss) is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
(Gain) Loss on Extinguishment of Debt
Previous report — wording carried elsewhere
•higher Re-occurring Revenue of approximately $78.8 million, due to the timing of deferred revenue recognition associated with the increased adoption of digital products, including growth in Inclusive Access sales, market share gains, continued growth in U.S. enrollments and price increases; and
Previous report — wording carried elsewhere
•lower advisory fees of approximately $4.4 million, reflecting the termination of the Advisory Agreement with Platinum Advisors following the consummation of our initial public offering;
Previous report — wording carried elsewhere
(Gain) Loss on Extinguishment of Debt
Previous report — wording carried elsewhere
For the nine months ended December 31, 2025, the effective tax rate differed from the statutory rate due to the U.S. research and development credit and the expected decrease in the valuation allowance on domestic deferred tax assets due to the enactment of the OBBBA. The acceleration of deductibility of software development, interest, and tangible personal property expenditures is expected to significantly reduce our domestic income tax payable for the fiscal year ending March 31, 2026. In addition, a valuation allowance continues to be recorded against certain foreign net deferred tax assets.
Previous report — wording carried elsewhere
Adjusted EBITDA by Segment for the Nine Months Ended December 31, 2025 and 2024
Previous report — wording carried elsewhere
Adjusted EBITDA by segment is determined and presented in accordance with Accounting Standards Codification, or ASC, Topic 280, Segment Reporting. Adjusted EBITDA by segment is a measure used by our chief operating decision maker to assess the performance of our segments. We exclude from Adjusted EBITDA by segment: interest expense (income), net, income tax (benefit) provision, depreciation, amortization and pre-publication amortization and certain transactions or adjustments that our chief operating decision maker does not consider for the purposes of making decisions to allocate resources among segments or assessing segment performance. In addition, Adjusted EBITDA by segment is calculated in a manner consistent with the definition and meaning of our Adjusted EBITDA Non-GAAP measure, see “—Non-GAAP Financial Measures—EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin.”
Previous report — wording carried elsewhere
•anincrease in revenue of$92.2 million as discussed under “—Consolidated Operating Results for the Nine Months Ended December 31, 2025 and 2024—Higher Education”; partially offset by
Previous report — wording carried elsewhere
•higher salaries and wages of approximately $1.8 million, primarilydue to an annual merit-based compensation increase; and
Previous report — wording carried elsewhere
For the nine months ended December 31, 2025 and 2024, this amount represents (i) foreign currency exchange transaction impact of $(2.3) million and $1.7 million, respectively, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $5.5 million and $3.1 million, respectively (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering) of $0.3 million and $0.5 million, respectively, (iv) post-acquisition compensation expense of nil and $0.6 million, respectively, associated with the acquisition of Boards & Beyond, (v) non-recurring transaction-related costs associated with our initial public offering that were expensed as incurred of $2.8 million and $3.1 million, respectively and (vi) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $3.5 million and $4.3 million, respectively, primarily related to individually insignificant miscellaneous items, including asset dispositions, third-party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Platinum acquisition that did not renew after the consummation of our initial public offering.