McGraw Hill, Inc.

Previous 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.”

Current wording

For the six months ended September 30, 2026 and 2025, we generated revenue of $1,182.1 million and $1,204.9 million, respectively, and a net income (loss) of $144.2 million and $105.8 million, respectively. For the six months ended September 30, 2026 and 2025, we generated Adjusted EBITDA of $457.7 million and $477.8 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 three months ended June 30, 2026 and 2025, Re-occurring Revenue represented approximately 77% and 72% 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 six months ended September 30, 2026 and 2025, Re-occurring Revenue represented approximately 71% and 67% 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 three months ended June 30, 2026 and 2025, Transactional Revenue represented approximately 23% and 28% 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 six months ended September 30, 2026 and 2025, Transactional Revenue represented approximately 29% and 33% of total revenue, respectively.

Previous wording

We believe that our ability to retain and grow Re-occurring Revenues 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.

Current wording

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.

Previous wording

Re-occurring Revenue and Transactional Revenue for the Three Months Ended June 30, 2026 and 2025

Current wording

Re-occurring Revenue and Transactional Revenue for the Three and Six Months Ended September 30, 2026 and 2025

Previous 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.

Current wording

Revenue for the three months ended September 30, 2026 and 2025 was $632.2 million and $669.2 million, respectively, representing a decrease of $37.0 million, or 5.5%. The decrease was driven by the segment factors described below.

Previous 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.

Current wording

K-12 revenue for the three months ended September 30, 2026 and 2025 was $324.6 million and $359.1 million, respectively, representing a decrease of $34.5 million, or 9.6%. The decrease was primarily attributable to lower Transactional Revenue of approximately $17.8 million, driven by lower than target market share capture related to current period market opportunities in California and Texas and lower Re-occurring Revenue of approximately $16.7 million, primarily due to lower sales and the timing of deferred revenue recognition.

Previous 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:

Current wording

Higher Education revenue for the three months ended September 30, 2026 and 2025 was $213.5 million and $213.0 million, respectively, representing an increase of $0.5 million, or 0.2%. The increase was primarily due to:

Previous 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

Current wording

•higher Re-occurring Revenue of approximately $8.9 million, primarily 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 and favorable pricing; partially offset by

Previous wording

•lower Transactional Revenue of approximately $5.1 million, primarily due to lower product returns in the prior year.

Current wording

•lower Transactional Revenue of approximately $8.4 million, primarily due to the continued adoption of digital products and the favorable impact of lower product returns in the prior year.

Previous wording

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 wording

International revenue for the three months ended September 30, 2026 and 2025 was $51.1 million and $50.3 million, respectively, representing an increase of $0.8 million, or 1.6%. The increase was primarily driven by the fulfillment of customer shipments in the Middle East that had been delayed from the first quarter, partially offset by lower higher education enrollments in Canada and the timing of K-12 sales in Spain associated with K-12 curriculum reform.

Previous 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:

Current wording

Cost of sales (excluding depreciation and amortization) for the three months ended September 30, 2026 and 2025 was $131.8 million and $139.1 million, respectively, representing a decrease of $7.3 million, or 5.3%. The decrease was primarily due to:

Previous 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

Current wording

•lower manufacturing andother direct fulfillment costsof approximately $9.3 million, primarily due to lower Transactional Revenue from print offerings in the K-12 and Higher Education segments and the continued execution of the strategic initiative to sunset non-core print titles in the Global Professional segment; partially offset by

Previous wording

•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 wording

•higher salaries and wages of approxima tely $9.4 million, prima rily due to an annual merit-based compensation increase and headcount growth;

Previous wording

•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 wording

•higher operating expenses of approximately $6.8 million, primarily due to increased marketing and sales costs associated with strategic initiatives, increased third-party software usage to support ongoing technology initiatives and higher restructuring costs related to cost optimization initiatives; and

Previous 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.

Current wording

Income tax provision (benefit) for the three months ended September 30, 2025 was $(21.1) million and the effective tax rate was (25.0)%. The effective tax rate differed from the statutory rate due to an 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 significantly reduced our domestic income tax payable for the fiscal year ended March 31, 2026.

Previous wording

•higher salaries and wages of approximately $1.0 million, primarilydue to an annual merit-based compensation increase and growth in headcount.

Current wording

•higher salaries and wages of approximately $2.5 million, primarilydue to an annual merit-based compensation increase and headcount growth; and

Previous wording

•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 wording

•lower cost of sales of approximately $1.5 million, primarily due to lower manufacturing and other direct fulfillment costs due to the increased adoption of digital products.

Previous 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.

Current wording

•higher royalty costs of approximately $2.4 million, primarily due to the timing of deferred royalty cost recognition within Higher Education, resulting from the growth in Re-occurring Revenue.

Previous wording

•a gain of approximately $7.5 million, resulting from the sale of intellectual property to a third-party;

Current wording

•a gain of approximately $7.5 million in the current period, resulting from the sale of intellectual property to a third-party;

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; and

Current wording

•lower advisory fees of approximately $3.1 million, reflecting the termination of the Advisory Agreement with Platinum Advisors following the consummation of our initial public offering.

Previous 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.

Current wording

Depreciation and amortization expenses for the six months ended September 30, 2026 and 2025 were $142.8 million and $148.7 million, respectively, representing a decrease of $5.8 million, or 3.9%. 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. This was partially offset by higher amortization expense related to software development projects that were completed and put into service during the period.

Previous wording

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 wording

Interest expense (income), net, for the six months ended September 30, 2026 and 2025 was $92.1 million and $114.7 million, respectively, representing a decrease of $22.7 million, or 19.8%. The decrease was primarily driven bylower 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 transaction (as defined in the Cash Flow Credit Agreement), which closed on September 8, 2025, reducing the applicable Term SOFR margin by 50 basis points.

Previous 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:

Current wording

K-12 Adjusted EBITDA for the six months ended September 30, 2026 and 2025 was $256.9 million and $268.3 million, respectively, representing a decrease of $11.5 million, or 4.3%. The decrease was primarily due to:

Previous 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

Current wording

•a decrease in revenue of approximately $31.1 millionas discussed under “—Consolidated Operating Results for the Six Months Ended September 30, 2026 and 2025—K-12”;

Previous wording

•higher promotional sample expense of approximately $1.0 million, incurred in advance of K-12 market opportunities in fiscal year 2027; and

Current wording

•higher operating expenses of approximately $2.8 million, primarily due to increased promotional sample expense incurred in advance of market opportunities in fiscal year 2027 and increased marketing and sales costs associated with strategic initiatives; partially offset by

Previous wording

•a gain of approximately $7.5 million, resulting from the sale of intellectual property to a third-party;

Current wording

•a gain of approximately $7.5 million in the current period, resulting from the sale of intellectual property to a third-party; and

Previous wording

•lower selling and marketing expense, primarily driven by lower depository sales commission of approximately $4.4 million, due to state sales product mix;

Current wording

•lower selling and marketing expense, primarily driven by lower depository sales commission of approximately $6.0 million, due to state sales product mix.

Previous 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:

Current wording

Higher Education Adjusted EBITDA for the six months ended September 30, 2026 and 2025 was $173.9 million and $166.8 million, respectively, representing an increase of $7.1 million, or 4.3%. The increase was primarily due to:

Previous 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

Current wording

•anincrease in revenue of$18.0 million as discussed under “—Consolidated Operating Results for the Six Months Ended September 30, 2026 and 2025—Higher Education”; partially offset by

Previous wording

•higher selling and marketing expense, primarily driven by increased sales force sales commission of approximately $5.9 million, associated with revenue growth; and

Current wording

•higher selling and marketing expense, driven by higher sales commission of approximately $5.6 million, consistent with the growth in revenue;

Previous wording

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 wording

Global Professional Adjusted EBITDA for the six months ended September 30, 2026 and 2025 was $22.9 million and $22.8 million, respectively, representing an increase of $0.1 million or 0.5%. The increase was primarily due to:

Previous wording

•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 wording

•lower cost of sales of approximately $4.4 million, primarily due to lower manufacturing costs associated with lower Transactional Revenue from print offerings and changes in product sales mix; partially offset by

Previous wording

•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 wording

•higher operating expense of approximately $2.9 million, primarily due to higher salaries and wages resulting from annual merit-based compensation increases andincreased marketing and sales costs to support go-to-market initiatives; and

Previous 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”.

Current wording

•adecrease in revenue of $1.4 millionas discussed under “—Consolidated Operating Results for the Six Months Ended September 30, 2026 and 2025—Global Professional”.

Previous wording

•higher salaries and wages of approximately $0.6 million, primarily due to an annual merit-based compensation increase; and

Current wording

•higher cost of sales of approximately $0.6 million, primarily due to higher manufacturing costs associated with higher Transactional Revenue from print sales; and

Previous 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.

Current 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.

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 months ended June 30, 2026 and 2025.

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 and six months ended September 30, 2026 and 2025.

Previous 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).

Current wording

(b) For the three and six months ended September 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.