UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On October 16, 2025, McGraw-Hill Education, Inc., a Delaware corporation (the “Borrower”), an indirect wholly owned subsidiary of McGraw Hill, Inc., a Delaware corporation (the “Company”), announced that it had paid down $150 million of its term loan (the “Term Loan”) under that certain credit agreement, dated as of July 30, 2021, as amended by Amendment No.1, dated as of November 1, 2021, Amendment No. 2, dated as of June 26, 2023, Amendment No. 3, dated as of June 27, 2023, Amendment No. 4, dated as of June 27, 2024, Amendment No. 5, dated as of August 6, 2024, Amendment No. 6, dated as of February 6, 2025, Amendment No. 7, dated as of September 8, 2025, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from to time, by and among MAV Intermediate Holding II Corporation, a Delaware corporation, MAV Acquisition Corporation, a Delaware corporation, and following the Closing Date Merger (as defined therein), the Borrower, the Lenders party thereto from time to time and Bank of America, N.A., as the administrative agent, the collateral agent and swingline lender.
A copy of the press release announcing the Borrower’s paydown of the Term Loan on October 16, 2025 is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 and Exhibit 99.1 hereto are furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, they shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless such subsequent filing specifically references this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are being filed with this Current Report on Form 8-K:
| 99.1 | Press Release, dated as of October 16, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 16, 2025
| MCGRAW HILL, INC. | ||
| By: | /s/ David Stafford | |
| Name: | David Stafford | |
| Title: | Executive Vice President, General Counsel and Secretary | |
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