Every material Form 8-K Scholastic has filed with the SEC since December 03, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Scholastic reported fiscal 2027 first-quarter revenue of $216.8 million, down 4% from $225.6 million a year earlier, with an operating loss of $92.2 million, unchanged from the prior year. The diluted loss per share widened to $3.77 from $2.83, and the company affirmed its full-year fiscal 2027 guidance. For shareholders, the quarter's headline measures declined, while the outlook was left unchanged.
Revenue fell 4% to $216.8 million, mainly due to lower Education and Children's Book Publishing and Distribution revenues and the elimination of rental income after the December 2025 sale-leaseback transactions.
Diluted loss per share was $3.77, compared with a loss of $2.83 in the prior year period; adjusted diluted loss per share was $3.63, compared with $2.52.
Net cash used in operating activities was $94.6 million, compared with $81.8 million a year earlier.
Fiscal 2027 guidance was affirmed: revenue growth of about 2% to 4%, Adjusted EBITDA of about $135 million to $145 million, and Free Cash Flow of about $35 million to $40 million.
Scholastic reported fiscal 2026 revenue of $1.58 billion, down 3%, while net income rose to $56.7 million from a $1.9 million loss, helped by a $99.7 million gain on sale-leaseback transactions. Adjusted EBITDA rose 4% to $151.5 million, in line with guidance, and the company returned $288.6 million to shareholders. Its fiscal 2027 outlook calls for revenue growth of about 2% to 4% and Adjusted EBITDA of $135 million to $145 million.
Fiscal 2026 revenue fell 3% to $1,581.9 million; fourth-quarter revenue fell 6% to $476.1 million.
Fiscal 2026 diluted EPS was $2.34, compared with a loss of $0.07 a year earlier; operating income was $15.2 million versus $15.8 million.
Fiscal 2027 outlook: revenue growth of about 2% to 4% and Adjusted EBITDA of about $135 million to $145 million.
The company returned about $288.6 million to shareholders in fiscal 2026 and had $183.0 million left on its repurchase authorization at May 31, 2026.
Scholastic reported fiscal third-quarter revenue of $329.1 million, down 2% from a year earlier, and an operating loss of $26.9 million compared with $23.9 million a year ago. Diluted earnings per share rose to $2.55 from a loss of $0.13, driven by a $119.8 million pretax gain on sale-leaseback transactions, and the company reaffirmed its full-year Adjusted EBITDA outlook of $146 million to $156 million. The board also authorized a $300 million share repurchase program, including a planned $200 million tender offer priced between $36 and $40 per share.
Revenue was $329.1 million, down 2% from $335.4 million; Adjusted EBITDA was $0.0 million versus $6.0 million a year earlier.
Operating loss was $26.9 million versus $23.9 million; net income of $62.5 million includes a $119.8 million pretax gain on sale-leaseback transactions.
Full-year Adjusted EBITDA outlook of $146 million to $156 million was reaffirmed, and full-year revenue is expected to be approximately flat.
A $200 million modified Dutch auction tender offer, priced at $36 to $40 per share, is anticipated to launch in the coming days.
Scholastic appointed Chief Growth Officer Jeffrey Mathews to the additional role of President, Education Solutions, and approved a higher base salary, a larger bonus target and a temporary severance provision for him. The company also approved a $1.5 million special bonus pool tied to two sale/leaseback transactions completed on December 17, 2025, with $400,000 each going to Mathews and CFO Haji Glover.
Base salary rises from $615,000 to $675,000 effective January 1, 2026, and his STIP bonus target rises from 60% to 70% of base salary.
Temporary 12-month severance provision pays 24 months of salary if he resigns due to a compensation downgrade, starting January 1, 2026.
A $1.5 million special bonus pool was approved on December 16, 2025 for executives tied to the two sale/leaseback transactions concluded December 17, 2025; Mathews and CFO Haji Glover each receive $400,000 from it.
Scholastic completed sale-leaseback transactions on December 17, 2025, selling its New York City headquarters at 555-557 Broadway and its Jefferson City, Missouri distribution facility for $481 million in total proceeds. The company estimates net proceeds of $401 million after taxes, fees and transaction expenses, which it plans to use under its capital allocation priorities, including share repurchases. Scholastic will continue to lease both properties under long-term agreements, so it takes on rent obligations of $333,059,306.47 in total fixed rent for the SoHo lease alone over its initial term.
Closed December 17, 2025: sold 555-557 Broadway (NYC headquarters) to a subsidiary of Empire State Realty Trust and the Jefferson City facility to funds managed by affiliates of Fortress Investment Group
Total proceeds of $481 million; estimated net proceeds of $401 million after taxes, fees and transaction expenses
SoHo lease: 15-year initial term with two 10-year renewal options; total fixed rent of $333,059,306.47 over the initial term, plus a proportionate share of operating expense, tax and insurance increases
Jefferson City lease: 20-year initial term; initial annual base rent of approximately $6,886,000, triple net, with rent adjusted annually by CPI subject to a 4% cap and 1% collar
Scholastic reported fiscal second-quarter revenue of $551.1 million, up 1%, and diluted earnings per share of $2.17, up 27% from $1.71 a year earlier. The company affirmed its fiscal 2026 outlook for Adjusted EBITDA and free cash flow after adjusting for completed sale-leasebacks, and its board raised the share repurchase authorization to $150 million, an increase of $80 million, which matters to shareholders because it signals more capital returned to them.
Revenue rose 1% to $551.1 million, led by Children's Book Publishing and Distribution, while Education Solutions sales declined 13% to $62.2 million.
Diluted EPS was $2.17 versus $1.71; excluding one-time items, diluted EPS was $2.57 versus $1.82.
Fiscal 2026 Adjusted EBITDA outlook is $146 million to $156 million after a $14 million partial-year impact from the sale-leasebacks; free cash flow is forecast to exceed $430 million.
Sale-leasebacks generated an estimated $401 million in net proceeds after the quarter ended, and the buyback authorization now stands at $150 million.
Scholastic agreed on December 1, 2025 to sell its SoHo building in New York for $386 million and lease back floors six through twelve for an initial 15-year term. It also agreed to sell three Jefferson City, Missouri warehouse sites for $94.97 million with a 20-year leaseback. Both deals are scheduled to close in December 2025 and convert owned property into long-term lease obligations.
SoHo sale price is $386,000,000, with a $38,600,000 deposit held in escrow; closing is scheduled for December 16, 2025, or December 18 if ESRT adjourns
SoHo lease covers a 15-year initial term with fixed rent totaling $333,059,306.47 over that term
Jefferson City sale price is $94,970,000, with a $1,890,000 deposit; closing is scheduled on or before December 31, 2025
Jefferson City initial annual base rent is approximately $6,886,000 under a 20-year triple net lease
At its September 17, 2025 annual meeting, Scholastic's stockholders elected the Class A and Common Stock director nominees and approved two plan amendments. The approved Management Stock Purchase Plan amendment adds 100,000 shares, raising total authorization to 700,000 shares, which could lead to dilution for shareholders.
Class A holders approved Amendment No. 2 to the Management Stock Purchase Plan, adding 100,000 shares for a total of 700,000 shares.
Class A holders approved Amendment No. 1 to the Outside Director's Stock Incentive Plan, with 828,100 votes for and none against.
Common Stock holders elected Milena Alberti, James W. Barge and Anne Clarke Wolff; Barge received 9,212,518 votes for and 8,007,944 withheld.
Class A holders elected all eight nominees, including Andrés Alonso, Kaya Henderson and Peter Warwick, with 828,100 votes for each and none against or withheld.
Scholastic reported a fiscal first-quarter 2026 operating loss of $92.2 million and a diluted loss of $2.83 per share, both worse than a year earlier, on revenue that fell 5%. The company affirmed its fiscal 2026 guidance and said adjusted EBITDA improved 8% to a loss of $55.7 million, driven by lower overhead and higher Children's Book Publishing and Distribution revenue.
Revenues fell 5% to $225.6 million from $237.2 million, mainly due to Education Solutions revenue down 28% to $40.1 million.
Diluted loss per share was $2.83 versus $2.21 a year earlier; excluding one-time items it was $2.52 versus $2.13.
Free cash use was $100.2 million versus $68.7 million, and net debt rose to $242.8 million from $152.1 million.
Fiscal 2026 guidance was affirmed; sale-leaseback processes for certain real estate are expected to conclude this fall, with $70.0 million remaining under the buyback authorization.
Scholastic reported fiscal 2025 results for the year ended May 31, 2025, with revenues up 2% to $1,625.5 million but a net loss of $1.9 million, or $(0.07) per diluted share, compared with net income of $12.1 million a year earlier. The company guided fiscal 2026 Adjusted EBITDA to $160 million to $170 million and expects revenue to grow 2% to 4%, which gives shareholders a target for the coming year.
Fourth-quarter revenues rose 7% to $508.3 million, while diluted EPS fell to $0.59 from $1.23.
Full-year Adjusted EBITDA rose 6% to $145.4 million, helped by the 9 Story Media Group acquisition.
Fiscal 2026 guidance: Adjusted EBITDA of $160 million to $170 million and revenue growth of 2% to 4%.
Net debt was $136.6 million at May 31, 2025, versus a net cash position of $107.7 million a year earlier.
Scholastic's board added two new independent directors, Milena Alberti and Anne Clark Wolff, effective July 16, 2025, and Alix Guerrier moved from the Common Shares seat to the Class A seat. Directors John L. Davies and David P. Young stepped down immediately, ahead of their planned retirements at the 2025 annual meeting. The changes refresh board membership and add financial and capital markets expertise, but the filing discloses no financial results or compensation changes beyond unchanged outside director pay for fiscal 2026.
Milena Alberti and Anne Clark Wolff were elected to the board effective July 16, 2025, to fill vacancies created by resignations.
John L. Davies and David P. Young resigned as directors on July 16, 2025, having planned to retire at the 2025 annual meeting.
Alix Guerrier resigned from his Common Share seat and was elected as a Class A director the same day.
Outside director pay is unchanged for fiscal 2026: $95,000 annual cash retainer and $125,000 in RSUs.
Scholastic's board accepted the retirement of Andrew S. Hedden as Executive Vice President, General Counsel, and Secretary, effective May 31, 2025. Deputy General Counsel Chris Lick was appointed to succeed him effective June 1, 2025, and Hedden will remain with the company as Senior Counselor. The filing describes a planned leadership transition in the legal department and does not report any financial figures.
Andrew S. Hedden retires as Executive Vice President, General Counsel, and Secretary effective May 31, 2025; he joined Scholastic in 2008 and held the role since then
Chris Lick, Deputy General Counsel, becomes Executive Vice President, General Counsel and Secretary effective June 1, 2025
Board action on both changes was taken May 21, 2025; Hedden will continue as Senior Counselor
Scholastic reported fiscal third-quarter revenue of $335.4 million, up 4%, and an operating loss of $23.9 million, narrower than the $34.9 million loss a year earlier. The company now expects full-year Adjusted EBITDA of approximately $140 million, the low end of its prior $140 million to $150 million range, and modest revenue growth instead of the prior 4% to 6%. It also raised its share repurchase authorization to $100 million, which matters to shareholders because the profit outlook was lowered while buybacks were expanded.
Q3 revenue of $335.4 million, up 4%; diluted loss per share of $0.13 versus $0.91 a year earlier
Adjusted EBITDA of $6.0 million, compared with a $7.2 million loss a year earlier
Education Solutions revenue fell 16% to $57.2 million, with a segment operating loss of $6.9 million
Net debt of $189.4 million versus net cash of $78.9 million a year earlier, reflecting borrowings to fund the 9 Story Media Group acquisition
Scholastic reported fiscal second-quarter 2025 results for the quarter ended November 30, 2024, with revenues down 3% to $544.6 million, operating income down 26% to $74.7 million, and diluted earnings per share of $1.71 versus $2.45 a year earlier. The company reaffirmed its fiscal 2025 guidance and said it upsized its revolving credit facility to $400 million, while net debt rose to $120.8 million from a net cash position of $143.2 million a year earlier.
Revenues fell 3% to $544.6 million; the company cited timing-related factors in Children's Book Publishing and Distribution and lower Education Solutions sales.
Diluted EPS was $1.71 versus $2.45 a year ago; excluding one-time items, diluted EPS was $1.82.
Operating cash flow was $71.2 million versus $109.7 million, and free cash flow was $42.4 million versus $88.6 million.
Fiscal 2025 guidance was reaffirmed, and the revolving credit facility was upsized to $400 million.
Scholastic and its subsidiary Scholastic Inc. signed a Third Amendment to their credit agreement on November 26, 2024, keeping a $400.0 million unsecured revolving credit facility with a November 26, 2029 maturity. The amendment removes a 0.10% credit spread adjustment on Term SOFR loans and allows unlimited cash dividends and share repurchases while the pro forma Consolidated Net Leverage Ratio is not above 2.75:1.
Revolving credit facility of $400.0 million, unsecured, maturing November 26, 2029
Cash dividends and share repurchases permitted in unlimited amounts if pro forma Consolidated Net Leverage Ratio is not above 2.75:1
Amendment eliminated the 0.10% (10 basis points) credit spread adjustment on Term SOFR loans
Accordion feature allows an increase of up to an additional $150.0 million
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Scholastic filing is on SEC EDGAR ↗. 8-K briefs of other companies →