SEC Form SC 13G/A filed by Scholastic Corporation (Amendment)

1/10/24 1:56:46 PM ET

Books

Consumer Discretionary

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SC 13G/A 1 schl13gadec23.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) SCHOLASTIC CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 807066105 (CUSIP NUMBER) December 31, 2023 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [x] Rule 13d - 1(b) Rule 13d - 1(c) Rule 13d - 1(d) 1. Name of Reporting Person T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2. Check the Appropriate Box if a Member of a Group NOT APPLICABLE 3. SEC Use Only 4. Citizenship or Place of Organization Maryland Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power* 910,438 6. Shared Voting Power* 0 7. Sole Dispositive Power* 2,143,718 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,143,718 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares NOT APPLICABLE 11. Percent of Class Represented by Amount in Row 9 7.6% 12. Type of Reporting Person IA *Any shares reported in Items 5 and 6 are also reported in Item 7. 1. Name of Reporting Person T. ROWE PRICE MID-CAP VALUE FUND, INC. 52-1977812 2. Check the Appropriate Box if a Member of a Group NOT APPLICABLE 3. SEC Use Only 4. Citizenship or Place of Organization Maryland Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power* 1,186,357 6. Shared Voting Power* 0 7. Sole Dispositive Power* 0 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,186,357 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares NOT APPLICABLE 11. Percent of Class Represented by Amount in Row 9 4.2% 12. Type of Reporting Person IV *Any shares reported in Items 5 and 6 are also reported in Item 7. Item 1(a) Name of Issuer: SCHOLASTIC CORP Item 1(b) Address of Issuer's Principal Executive Offices: 555 BROADWAY, NEW YORK, NEW YORK 10012 Item 2(a) Name of Person(s) Filing: (1) T. ROWE PRICE ASSOCIATES, INC. (Price Associates) (2) T. ROWE PRICE MID-CAP VALUE FUND, INC. X Attached as Exhibit A is a copy of an agreement between the Persons Filing (as specified hereinabove) that this Schedule 13G is being filed on behalf of each of them. Item 2(b) Address of Principal Business Office: 100 E. Pratt Street, Baltimore, MD 21202 Item 2(c) Citizenship or Place of Organization: (1) Maryland (2) Maryland Item 2(d) Title of Class of Securities: COMMON STOCK Item 2(e) Cusip Number: 807066105 Item 3: The person filing this Schedule 13G is an: X Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 X Investment Company registered under Section 8 of the Investment Company Act of 1940 Item 4: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G. Item 5: Ownership of Five Percent or Less of a Class This statement is being filed to report the fact that, as of the date of this report, T. ROWE PRICE MID-CAP VALUE FUND, INC. has ceased to be the beneficial owner of more than five percent of the class of securities. This Item 5 is not applicable with respect to Price Associates. Item 6: Ownership of More than Five Percent on Behalf of Another Person (1) Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. Except as may be indicated if this is a joint filing with one of the registered investment companies sponsored by Price Associates which it also serves as investment adviser ("T. Rowe Price Funds"), not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Price Associates. (2) With respect to securities owned by any one of the T. Rowe Price Funds, only the custodian for each of such Funds, has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of each such Fund participate proportionately in any dividends and distributions so paid. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable Item 8: Identification and Classification of Members of the Group Not Applicable Item 9: Notice of Dissolution of Group Not Applicable Item 10: Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. T. ROWE PRICE ASSOCIATES, INC. Date: January 10, 2024 Signature: /s/ Armando Capasso Name & Title: Armando Capasso, Vice President T. ROWE PRICE MID-CAP VALUE FUND, INC. Date: January 10, 2024 Signature: /s/ Armando Capasso Name & Title: Armando Capasso, Vice President 12/31/2023 EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13G Price Associates, Inc. (an investment adviser registered under the Investment Advisers Act of 1940), and T. ROWE PRICE MID-CAP VALUE FUND, INC., all of which are Maryland corporations, hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934. It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13G, and any amendments hereto, filed on behalf of each of the parties hereto. T. ROWE PRICE ASSOCIATES, INC. Date: January 10, 2024 Signature: /s/ Armando Capasso Name & Title: Armando Capasso, Vice President T. ROWE PRICE MID-CAP VALUE FUND, INC. Date: January 10, 2024 Signature: /s/ Armando Capasso Name & Title: Armando Capasso, Vice President

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Date

Price Target

Rating

Analyst

9/3/2025

$37.00

Buy

B. Riley Securities

SEC Form SC 13G/A filed by Scholastic Corporation (Amendment)

1/10/24 1:56:46 PM ET

$SCHL

Books

Consumer Discretionary

Get the next $SCHL alert in real time by email

Date

Price Target

Rating

Analyst

9/3/2025

$37.00

Buy

B. Riley Securities

SEC Form SC 13G/A filed by Scholastic Corporation (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$SCHL

SEC Form SC 13G/A filed by Scholastic Corporation (Amendment)

Crush Q1 2026 with the Best AI Superconnector

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$SCHL

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Press Releases

SCHOLASTIC TO MARK 40 YEAR ANNIVERSARY OF ANN M. MARTIN'S BELOVED THE BABY-SITTERS CLUB® SERIES WITH EXCITING NEW PUBLISHING IN 2026

Scholastic Appoints Jeffrey Mathews as President of Scholastic Education, Adding to Current Role as Chief Growth Officer

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Insider Trading

EVP, PRES SCHL READING EVENTS Quinton Sasha covered exercise/tax liability with 1,493 shares, decreasing direct ownership by 3% to 53,828 units (SEC Form 4)

EVP & CHIEF STRATEGY OFFICER Lucchese Iole covered exercise/tax liability with 2,981 shares, decreasing direct ownership by 3% to 105,032 units (SEC Form 4)

EVP, GENERAL COUNSEL Lick Chris covered exercise/tax liability with 176 shares, decreasing direct ownership by 1% to 12,574 units (SEC Form 4)

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Insider Purchases

EVP & CHIEF STRATEGY OFFICER Lucchese Iole bought $50,430 worth of shares (1,654 units at $30.49), increasing direct ownership by 2% to 74,264 units (SEC Form 4)

PRESIDENT & CEO Peter Warwick bought $50,997 worth of shares (1,674 units at $30.46), increasing direct ownership by 2% to 104,349 units (SEC Form 4)

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Analyst Ratings

B. Riley Securities initiated coverage on Scholastic Corp with a new price target

$SCHL
SEC Filings

SEC Form 8-K filed by Scholastic Corporation

SEC Form 10-Q filed by Scholastic Corporation

Scholastic Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement

$SCHL
Leadership Updates

Scholastic Appoints Jeffrey Mathews as President of Scholastic Education, Adding to Current Role as Chief Growth Officer

Scholastic Appoints Milena Alberti and Anne Clarke Wolff to its Board of Directors

Scholastic Appoints Chris Lick Executive Vice President, General Counsel and Corporate Secretary

$SCHL
Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by Scholastic Corporation

Amendment: SEC Form SC 13G/A filed by Scholastic Corporation

Amendment: SEC Form SC 13G/A filed by Scholastic Corporation

$SCHL
Financials

Scholastic Closes Highly Accretive Sale-Leaseback Transactions for New York City Headquarters and Jefferson City Distribution Center

Scholastic Corporation Announces Third Quarter Dividend

Scholastic Corporation Announces Date for Second Quarter Fiscal 2026 Earnings Release and Conference Call

SEC Form SC 13G/A filed by Scholastic Corporation (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $SCHL

SEC Form SC 13G/A filed by Scholastic Corporation (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $SCHL

$SCHL Press Releases

SCHOLASTIC TO MARK 40 YEAR ANNIVERSARY OF ANN M. MARTIN'S BELOVED THE BABY-SITTERS CLUB® SERIES WITH EXCITING NEW PUBLISHING IN 2026

Scholastic Appoints Jeffrey Mathews as President of Scholastic Education, Adding to Current Role as Chief Growth Officer

Newmark Advises Scholastic on $386 Million Sale-Leaseback of New York City Headquarters

$SCHL Insider Trading

EVP, PRES SCHL READING EVENTS Quinton Sasha covered exercise/tax liability with 1,493 shares, decreasing direct ownership by 3% to 53,828 units (SEC Form 4)

EVP & CHIEF STRATEGY OFFICER Lucchese Iole covered exercise/tax liability with 2,981 shares, decreasing direct ownership by 3% to 105,032 units (SEC Form 4)

EVP, GENERAL COUNSEL Lick Chris covered exercise/tax liability with 176 shares, decreasing direct ownership by 1% to 12,574 units (SEC Form 4)

$SCHL Insider Purchases

EVP & CHIEF STRATEGY OFFICER Lucchese Iole bought $50,430 worth of shares (1,654 units at $30.49), increasing direct ownership by 2% to 74,264 units (SEC Form 4)

PRESIDENT & CEO Peter Warwick bought $50,997 worth of shares (1,674 units at $30.46), increasing direct ownership by 2% to 104,349 units (SEC Form 4)

$SCHL Analyst Ratings

B. Riley Securities initiated coverage on Scholastic Corp with a new price target

$SCHL SEC Filings

SEC Form 8-K filed by Scholastic Corporation

SEC Form 10-Q filed by Scholastic Corporation

Scholastic Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement

$SCHL Leadership Updates

Scholastic Appoints Jeffrey Mathews as President of Scholastic Education, Adding to Current Role as Chief Growth Officer

Scholastic Appoints Milena Alberti and Anne Clarke Wolff to its Board of Directors

Scholastic Appoints Chris Lick Executive Vice President, General Counsel and Corporate Secretary

$SCHL Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by Scholastic Corporation

Amendment: SEC Form SC 13G/A filed by Scholastic Corporation

Amendment: SEC Form SC 13G/A filed by Scholastic Corporation

$SCHL Financials

Scholastic Closes Highly Accretive Sale-Leaseback Transactions for New York City Headquarters and Jefferson City Distribution Center

Scholastic Corporation Announces Third Quarter Dividend

Scholastic Corporation Announces Date for Second Quarter Fiscal 2026 Earnings Release and Conference Call

Recent Analyst Ratings for
$SCHL

Recent Analyst Ratings for
$SCHL

$SCHL
Press Releases

$SCHL
Insider Trading

$SCHL
Insider Purchases

$SCHL
Analyst Ratings

$SCHL
SEC Filings

$SCHL
Leadership Updates

$SCHL
Large Ownership Changes

$SCHL
Financials