Material Event - Form 8-K

Item 8.01 Other Events.

Scholastic Corporation (the "Company") entered into a share repurchase agreement dated as of April 18, 2024 (the "Repurchase Agreement"), to purchase shares of its common stock, par value $0.01 per share ("Common Shares"), from the Estate of M. Richard Robinson, Jr. (the "Estate") in a private transaction. Pursuant to the Repurchase Agreement, the Company purchased 400,000 Common Shares on April 18, 2024 at a price of $33.50646 per share from the Estate, representing an aggregate purchase price of $13,402,584. The price per share paid represented a 3.8% discount to the closing price of the stock ($34.83) on the date of execution of the Repurchase Agreement. The Estate holds certain Common Shares, as well as the shares of Class A Stock, of the Company previously owned by the late M. Richard Robinson, Jr., the Company's former Chairman of the Board and Chief Executive Officer.

Iole Lucchese, Chair of the Board of Directors of the Company (the "Board") and Executive Vice President, Chief Strategy Officer of the Company and President of Scholastic Entertainment, and Andrew S. Hedden, Executive Vice President and General Counsel of the Company, are the Preliminary Co-Executors of the Estate.

The Board (without Ms. Lucchese's participation) reviewed and approved the transaction upon the recommendation of the Company's Audit Committee (the "Committee"), which consists entirely of independent directors with no financial interests in the transaction. In approving the transaction, the Committee, assisted by outside counsel and an independent financial advisory firm, evaluated the transaction and considered a variety of factors including: (i) the limited amount of Common Shares that the Company is able to repurchase subject to the Rule 10b-18 safe harbor guidelines under its current share repurchase program; (ii) the Company's current share repurchase goals; (iii) the Company's available cash position; (iv) the Company's desire to reverse the impact of dilutive issuances of Common Shares under its compensatory programs; (v) the ability to execute the transaction without the need for the Company to pay brokerage fees on the shares to be repurchased; and (vi) the information obtained from the independent financial adviser selected by the Committee.

The amount of Common Shares repurchased by the Company pursuant to the Repurchase Agreement represents less than 1.5% of the Company's issued and outstanding Common Shares and the repurchase was made from the Issuer's current $100 million authorization for share repurchases. Approximately $86.6 million is now left available under the current Board authorization in respect of the Company's current program for further repurchases, from time to time as conditions allow, on the open market or through negotiated private transactions. Including the Common Shares repurchased from the Estate in the transaction reported today, the total amount of shares repurchased by the Company fiscal-year-to-date is 3,993,576.

The Estate has advised the Company that it will be applying a substantial portion of the proceeds of the sale to meet certain obligations of the Estate.