#United States #New York City #Tender Offer #Common Stock #Scholastic Corporation

Scholastic Corporation’s Tender Offer Overview

On April 21, 2026, Scholastic Corporation, a prominent name in children's publishing and education, disclosed the preliminary outcomes of its modified Dutch auction tender offer. This tender offer, which concluded on April 20, 2026, at 5:00 PM (New York City time), was designed to enable shareholders to tender their common stock back to the company. Scholastic aims to streamline its operations and allocate resources effectively through strategic repurchases of its shares.

Key Details of the Tender Offer

According to initial counts provided by Computershare Trust Company, the designated depositary for the tender offer, Scholastic anticipates acquiring 2,852,735 shares of its common stock at a price of $40.00 per share. This significant transaction is expected to amount to approximately $114.1 million, excluding related fees and expenses. Scholastic has indicated that this move is poised to enhance shareholder value, particularly as the company aims to reduce the total number of outstanding shares.

The response from shareholders was robust, with a large portion of shares being tendered under the guaranteed delivery option, reflecting confidence in the company's direction. The tender offer’s results are preliminary, contingent upon verification by the depositary and the compliance of shareholders with the purchase conditions set forth by Scholastic.

Implications on Outstanding Shares

Once the tender offer transaction is finalized, Scholastic anticipates having around 17,896,740 shares outstanding. This reflects a decrease of approximately 13.7% in the overall count of shares, indicative of the company's commitment to enhancing shareholder equity through share buybacks. With outstanding shares reduced significantly, this strategic move may favorably impact earnings per share (EPS), potentially leading to an uplift in stock price and investor sentiment.

Financing the Tender Offer

To fund these share repurchases, Scholastic will utilize existing cash reserves, which may include draws on its current credit facilities. This approach underscores the financial stability of the company while ensuring that sufficient liquidity is available for operational needs and future investments.

Involvement of Financial Institutions

J.P. Morgan Securities LLC has played a crucial role as the dealer manager for the tender offer, supporting Scholastic in this significant financial undertaking. Furthermore, Georgeson LLC has served as the information agent, helping to facilitate communication between Scholastic and its shareholders.

Shareholders seeking further clarification about the tender offer can reach out to Georgeson LLC at (866) 539-9980. Banks and brokers are encouraged to contact either Georgeson or J.P. Morgan for additional assistance.

About Scholastic Corporation

Founded over a century ago, Scholastic Corporation has firmly positioned itself as a leader in the global children's publishing and educational landscape. With a mission to foster a love for reading and learning among children, Scholastic provides a rich variety of books, educational materials, and multimedia content that engage young minds across the globe. The company's breadth of influence extends into more than 135 countries, reinforcing its commitment to educational excellence and literacy.

With its unparalleled reach and commitment to quality, Scholastic continues to empower children by promoting literacy and learning, ensuring that they remain equipped to navigate their academic and personal journeys successfully. For more detailed information, visit their official website at www.scholastic.com.