SCHL 10-K & 10-Q changes, risk factors and insider trading
Scholastic Corp. · Nasdaq · Books: Publishing Or Publishing & Printing · CIK 866729 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The rapid development and proliferation of generative artificial intelligence technologies could subject us to increased competitive pressure and legal risks.”
New heading “Risks Related to Our Financial Condition and Capital Structure”
New heading “Changes in interest rates, constraints on access to capital, or deterioration in credit market conditions could adversely affect the Company's financial condition, liquidity, and ability to fund its operations and strategic objectives.”
New heading “Restructuring of federal education programs and agencies, including significant changes to or the potential elimination of the U.S. Department of Education, could materially reduce demand for the Company's educational products and adversely affect its Education business.”
New heading “The evolving, fragmented and rapidly changing landscape of Environmental, Social and Governance ("ESG") reporting requirements and environmental regulatory obligations at the federal, state, and international levels could expose the Company to significant compliance costs, fines, penalties, and reputational harm.”
Removed heading “We own certain significant real estate assets which are subject to various risks related to conditions affecting the real estate market.”
Largest changes
“The evolving, fragmented and rapidly changing landscape of Environmental, Social and Governance ("ESG") reporting requirements and environmental regulatory obligations at the federal, state, and international levels could expose the Company to significant compliance costs, fines, penalties, and reputational harm.”see in full comparison
“Changes in interest rates, constraints on access to capital, or deterioration in credit market conditions could adversely affect the Company's financial condition, liquidity, and ability to fund its operations and strategic objectives.”see in full comparison
“Non-compliance with ESG reporting requirements or emissions reduction obligations — whether as a result of missed filing deadlines, incomplete or inaccurate disclosures, or failure to achieve required reductions in the Company's carbon footprint — could result in investigations, fines and civil penalties, restrictions on the Company's ability to operate or sell products in affected jurisdictions, and reputational harm. …”see in full comparison
“Restructuring of federal education programs and agencies, including significant changes to or the potential elimination of the U.S. Department of Education, could materially reduce demand for the Company's educational products and adversely affect its Education business.”see in full comparison
“Copyright and training data liability. There is significant uncertainty and ongoing litigation in the United States and other jurisdictions regarding the extent to which the use of copyrighted works to train Generative AI models constitutes copyright infringement and gives rise to liability. The Company's extensive portfolio of published works may have been used, without authorization, in training datasets for Generative AI systems operated by third parties, potentially giving rise to claims that the Company may assert. …”see in full comparison
“Trade policies and tariff regulations have changed significantly since 2025 and continue to evolve. The United States has imposed, modified, and in certain cases replaced tariffs on imported goods under various statutory authorities, while other countries have implemented or may implement responsive trade measures. Trade policies affecting imports from major trading partners, including China, Canada, Mexico, the European Union, and other countries, remain subject to ongoing regulatory, judicial, and political developments. …”see in full comparison
Full comparison: every changed paragraph (34)
The Company’s business is affected significantly by changes in customer purchasing patterns or trends in, as well as the underlying strength of, the trade, educational and entertainment markets for children. In particular, the Company’s educational publishing business may be adversely affected by budgetary restraints and other changes in educational funding as a result of new policies which could be implemented at the federal level or otherwise resulting from new legislation or regulatory action at the federal, state or local level, or by changes in the procurement process, to which the Company may be unable to adapt successfully. In addition, there are many competing demands for educational funds, and there can be no guarantee that the Company will be successful in continuing to obtain sales of its educational programs and materials from any available funding. Further, changes in educational practices affecting structure or content of educational materials or requiring adaption to new learning approaches, particularly in grades pre-K through 6, as well as those which may arise from new legislation or policies at the state or local level directed at content or teaching practices and materials, to which the Company is unable to successfully adapt could result in a loss of business adversely affecting the Company's business and financial performance. In addition, in a highly politicized environment, the content of some of the products being sold by the Company could become controversial, negatively impacting sales made to schools, through partnerships with government agencies or through sponsorships and funding programs. Within the children'sSchool bookReading publishingEvents business, the Company's financial performance could be adversely impacted if its U.S. book clubs channel is unable to adapt to internal changes and the external market. The Company has recently taken a new holistic approach to serving its customers through the reorganization of the Company’s businessTrade, conductedBook through the Trade groupFairs and its school book fairs and book clubsClubs businesses previously conducted through its Scholastic Reading Events group into thea newcombined Children’sChildren's Book Group as noted under Item 1 – Business.Group. The Children’s Book Group’s ability to execute on the new customer-centric strategies and obtain the operational improvements expected to be derived from the reorganization, if not aligned with its customer purchasing behaviors, or the benefits expected to be achieved from the reorganization are not otherwise realized, could result in the Company’s results being negatively impacted. In addition, the Company’s trade business depends on successfully developing and commercializing new titles and original intellectual property that resonate with consumers and can be leveraged across multiple lines of business. While the Company continues to invest in new properties and expand its portfolio, changes in consumer preferences or challenges in achieving broad market appeal could affect the performance of these initiatives and, in turn, impact revenues, profitability, and growth prospects.
Increases in certain operating costs and expenses that are beyond our control and can significantly affect our profitability,profitability could adversely affect our operating performance.
The Company continues to explore opportunities to enhance the efficiency of its cost and organizational structure, which includes actions to restructure its cost base. The rapidly changing environment in which the Company operates increases the risk that not all of the Company's strategic initiatives will deliver the expected benefits within the anticipated timeframes. The Company's ability to achieve certain of the anticipated cost savings could be dependent on the use of artificial intelligence ("AI") and other technologies and the Company may not be successful implementing such technologies. In addition, these efforts may disrupt business activities or the ability of the Company to take advantage of potential growth opportunities, which could adversely affect the Company's business prospects, financial condition, and performance.
The rapid development and proliferation of generative artificial intelligence technologies could subject us to increased competitive pressure and legal risks.
Generative artificial intelligence ("Generative AI") technologies pose a broader and more fundamental set of risks to the Company's core business model that the Company may be unable to fully anticipate or mitigate.
Competitive displacement of traditional publishing. Generative AI tools are now capable of producing children's stories, illustrations, educational content, and entertainment scripts at materially lower cost and at greater speed than traditional human-led editorial and creative processes. As these tools continue to improve in quality and become more widely accessible, they may enable authors, educators, and other content producers to develop and distribute children's books and educational materials without engaging traditional publishing services of the kind provided by the Company. This could reduce demand for the Company's trade publishing capabilities and diminish its competitive position relative to self-publishing alternatives. The growing use of self-publishing technologies by authors already represents a competitive risk to the Company's trade publishing business, and the integration of Generative AI into self-publishing workflows is likely to significantly amplify this risk over time.
Competition from AI-enabled educational technologies. The Company’s Education segment operates in markets that are being reshaped by the continued advance of generative artificial intelligence (AI). While digital and adaptive learning technologies have been used in education for more than a decade, newer AI-enabled tools—including large language model–based tutoring and virtual instructional assistants—are increasingly being adopted and evaluated by schools and school districts, and the pace and extent of adoption vary across grade levels and product segments. As these technologies evolve, some educators and school systems may choose to allocate a greater portion of their instructional budgets toward AI-based or other technology-enabled learning solutions rather than traditional literacy programs, curriculum materials and related products. In addition, these technologies may increase competitive pressures, reduce demand for certain of the Company's offerings, or require the Company to make additional investments in product development and innovation. If the Company is unable to respond effectively to these changes, its revenues, market position and operating results could be adversely affected.
Copyright and training data liability. There is significant uncertainty and ongoing litigation in the United States and other jurisdictions regarding the extent to which the use of copyrighted works to train Generative AI models constitutes copyright infringement and gives rise to liability. The Company's extensive portfolio of published works may have been used, without authorization, in training datasets for Generative AI systems operated by third parties, potentially giving rise to claims that the Company may assert. Conversely, to the extent the Company incorporates Generative AI tools into its own content development or editorial processes, it may face claims that content so generated infringes the intellectual property rights of third parties whose works were used in training those models. The legal standards applicable to such claims remain unsettled and are subject to ongoing judicial and legislative development, and adverse outcomes in this area of law could expose the Company to significant liability or require it to materially alter its use of AI-enabled tools.
There can be no assurance that the Company will be able to adapt its business model and operations sufficiently rapidly or effectively to address the foregoing risks, and the Company's failure to do so could have a material adverse effect on its business, financial condition, and results of operations.
The Company operates in highly competitive markets that are subject to rapid change, including, in particular, changes in customer preferences and changes and advances in relevant technologies, including rapid advances in artificial intelligence (“AI”).AI. There are substantial uncertainties associated with the Company’s efforts to develop successful trade publishing, educational, and media products and services, including digital products and services, for its customers, as well as to adapt its print and other materials to new digital technologies, such as the internet cloud technologies, tablets, mobile and other devices and school-based technologiestechnologies, andas well as uncertainties involving the use of AI in connection with the foregoing. The Company makes significant investments in new products and services that may not be profitable, or whose profitability may be significantly lower than the Company anticipates or has experienced historically. In particular, in the context of the Company’s current focus on key digital opportunities, the markets are continuing to develop and the Company may be unsuccessful in establishing itself as a significant factor in any relevant market segment which does develop. Many aspects of markets which could develop for children and schools, such as the nature of the relevant software and devices or hardware, the size of the market, relevant methods of delivery and relevant content, as well as pricing models, are still evolving and will, most likely, be subject to change on a recurring basis until a pattern develops and becomes more defined. This could specifically impact the Company's ability to execute on a digital and print literacy solution, which requires a multi-year investment, through internal development, third party providers and/or acquisitions. In addition, the Company faces market risks associated with systems development and service delivery in its evolving school ordering and ecommerce businesses, as well as in responding to changes in how schools plan to utilize technology for virtual or remote learning and the potential impact on the demand for printed materials in schools.
The Company’s distribution channels include online retailers and ecommerce sites, digital delivery platforms and expanding social media and other marketing platforms. An increased concentration of retailer power has also resulted in the increased importance of mass merchandisers as well as of publishing best sellers to meet consumer demand. Currently, the Company’s top five U.S. trade customers make up approximately 75%74% of the Company’s U.S. trade business and 16%15% of the Company’s total revenues. Adverse changes in the mix of the major customers of the trade business, including the type of customer, which may also be engaged in a competitive business, or in their purchasing patterns or financial condition or the nature of their distribution arrangements with the trade business including any requirements related to environmental sustainability with which the Company must comply could negatively affect the profitability of the Company’s trade business and the Company’s financial performance.
Risks Related to Our Financial Condition and Capital Structure
Changes in interest rates, constraints on access to capital, or deterioration in credit market conditions could adversely affect the Company's financial condition, liquidity, and ability to fund its operations and strategic objectives.
The Company's operations and strategic plans, including its ongoing investments in digital transformation, entertainment production, and the integration of acquisitions such as 9 Story, require access to adequate liquidity and financing on commercially reasonable terms. The Company utilizes its credit facilities to support its working capital requirements and capital expenditure programs. Borrowings under any floating-rate credit facilities are subject to variability in interest rates and, accordingly, an increase in prevailing interest rates would increase the Company's cost of borrowing and could adversely affect the Company's interest expense and cash flows.
Tightening in credit market conditions or a deterioration in the Company's operating performance, financial position, or credit profile could adversely affect its ability to access the capital markets or to renew or replace its existing credit facilities on favorable terms, or at all.
In certain of its businesses the Company holds or has access to personal data, including that of customers or received from schools. Adverse publicity stemming from a data breach, whether or not valid, could reduce demand for the Company’s products or adversely affect its relationship with teachers or educators, impacting participation in the book fairs or book clubs components of the Company's reading events business or decisions to purchase educational materials or programs produced by the Company's Education Solutions segment. Further, a failure to adequately protect personal data, including that of customers or children, or other data security failure, such as cyber-attacks from third parties, could lead to legal actions, fines and penalties, significant remediation costs and reputational damage, including loss of future business.
In the ordinary course of our business, we collect and store in our internal and external data centers, cloud services and networks sensitive data, including but not limited to personal information of our customers, including information received from children. The Company is subject to privacy laws and regulations in the conduct of its business in the United States and in other jurisdictions in which it conducts its international operations, many of which vary significantly, relating to the collection and use of personal information,information. includingSignificant regulations include the European Union General Data Protection Regulation, which became enforceable on May 25, 2018, and the California Consumer Privacy Act, which became effective in January 2020. FollowingAs California’sof lead,2026, similarapproximately 20 states have enacted comprehensive consumer data privacy lawslaws, havewith beenadditional passed,amendments and eithernew arerequirements incontinuing effectto ortake will become effective within the next 12 months in 17 other states.effect.
These laws vary significantly in scope, application, and enforcement and create a complex and evolving compliance environment.
Restructuring of federal education programs and agencies, including significant changes to or the potential elimination of the U.S. Department of Education, could materially reduce demand for the Company's educational products and adversely affect its Education business.
The Company's Education segment is materially dependent on the availability of federal, state, and local education funding to school districts and other educational institutions for the purchase of literacy programs, educational materials, and related products and services. Federal education funding, including programs administered under the Elementary and Secondary Education Act (including Title I grants targeted at schools serving high concentrations of students from low-income households) and other federal education initiatives, represents a significant source of funding available to the school districts and educational institutions that are the Company's primary customers in this segment.
Since 2025, the federal government has undertaken significant restructuring of the U.S. Department of Education, including material reductions in staffing levels and proposals to reorganize, curtail, or eliminate certain federal education programs and agencies. The scope and ultimate outcome of these restructuring efforts remain subject to significant uncertainty, including as a result of ongoing legislative, regulatory, and judicial proceedings. Any substantial reduction, reorganization, or elimination of federal education funding programs could materially reduce the budgets available to school districts to purchase the Company's literacy programs and educational materials, adversely affecting the Company's Education revenues and growth prospects.
While states and localities may seek to offset reductions in federal funding, there is no assurance they will do so, and they may instead reduce their own education budgets or reprioritize available funds away from the literacy materials and programs the Company provides. Any such reduction in available funding at the federal, state, or local level, or any material change in the procurement processes or funding eligibility criteria applicable to the purchase of literacy programs and educational materials, could have a material adverse effect on the Company's Education business, financial condition, and results of operations.
The Company operates in multiple countries and is subject to different regulations throughout the world. In the United States, the Company is regulated by the Internal Revenue Service, the Securities and Exchange Commission, the Federal Trade Commission and other regulating bodies. Failure to comply with these regulators, including providing these regulators with accurate financial and statistical information that often is subject to estimates and assumptions, or the high cost of complying with relevant regulations, including a significant increase in new regulations resulting from changes in the regulatory environment, could negatively impact the Company. The Company is also subject to the risk that it is unable to comply with the unstandardized, rapidly-changing environmental requirements imposed internationally by local governments, including those related to measuring and reporting on the impact its business has on the environment, which could negatively impact the Company's ability to conduct business in the related country if not met.
The evolving, fragmented and rapidly changing landscape of Environmental, Social and Governance ("ESG") reporting requirements and environmental regulatory obligations at the federal, state, and international levels could expose the Company to significant compliance costs, fines, penalties, and reputational harm.
ESG reporting requirements and related environmental regulatory obligations are evolving rapidly across the multiple jurisdictions in which the Company operates, and the regulatory landscape in this area continues to change in ways that are difficult to predict and that may impose significant compliance burdens on the Company.
In the United States, ESG-related regulatory requirements have expanded significantly at the state level, with individual states, notably California, enacting mandatory climate disclosures of various types. Additional states have enacted or are actively developing similar requirements, resulting in an environment where the Company may simultaneously be subject to multiple overlapping state-level ESG reporting obligations, each with their own filing deadlines and compliance standards. The pace with which such state-level requirements are being introduced or revised means that the Company may not have adequate advance notice of new obligations to implement the systems, processes, and reporting infrastructure required to achieve timely compliance.
In addition, jurisdictions outside of the United States have adopted their own ESG reporting obligations. In particular, the European Union's (EU's) Corporate Sustainability Reporting Directive ("CSRD") requires detailed, audited sustainability disclosures from companies operating within EU jurisdictions above applicable revenue and employee thresholds, applying standards developed under the European Sustainability Reporting Standards ("ESRS"). These international requirements may vary materially from each other and from U.S. requirements, further creating a complex compliance landscape.
In addition to reporting obligations, various jurisdictions impose binding carbon emissions reduction targets, among other requirements. The timelines for such targets are subject to revision and may be accelerated by regulatory authorities without adequate notice, creating a risk that the Company may be unable to adapt its operations and supply chain practices quickly enough to achieve compliance. The Company's printing and distribution operations, may have difficulty in achieving the emissions reductions required under applicable regulatory frameworks within the required timeframes.
Non-compliance with ESG reporting requirements or emissions reduction obligations — whether as a result of missed filing deadlines, incomplete or inaccurate disclosures, or failure to achieve required reductions in the Company's carbon footprint — could result in investigations, fines and civil penalties, restrictions on the Company's ability to operate or sell products in affected jurisdictions, and reputational harm. The significant cost of building and maintaining the reporting infrastructure, third-party verification arrangements, and internal controls required to comply with these evolving obligations could materially increase the Company's operating costs.
There can be no assurance that the Company will be able to identify and respond to new ESG-related regulatory requirements applicable to the Company with sufficient timeliness, or that the Company will achieve all applicable environmental targets within required timeframes. Failure to do so could have a material adverse effect on the Company's business, financial condition, results of operations, and reputation.
Trade policies and tariff regulations have changed significantly since 2025 and continue to evolve. The United States has imposed, modified, and in certain cases replaced tariffs on imported goods under various statutory authorities, while other countries have implemented or may implement responsive trade measures. Trade policies affecting imports from major trading partners, including China, Canada, Mexico, the European Union, and other countries, remain subject to ongoing regulatory, judicial, and political developments. In addition, uncertainty regarding future trade policies may make it more difficult to forecast costs, manage inventory, and plan pricing strategies. To the extent we are unable to mitigate increased costs through pricing actions, operational efficiencies, sourcing changes, or other measures, our gross margins, operating income, net income, and cash flows could be adversely affected.
Since the beginning of 2025 there have been significant increases in tariffs on certain goods imported into or exported from the U.S., and adverse responses by foreign governments arising from these tariffs. Depending upon the course of future negotiations among the United States and certain of its major trading partners, including Canada, Mexico, the EU and China, more tariffs may be added in the future. These tariffs (existing or future) could have an adverse impact on our results of operations and if we are not able to pass the price increases resulting from such tariffs through to our customers, our cost of sales will likely rise, decreasing our margins, operating income, and net income.
We own certain significant real estate assets which are subject to various risks related to conditions affecting the real estate market.
The Company has direct ownership of certain significant real estate assets, in particular the Company’s headquarters location in New York City, its primary distribution center in Jefferson City, Missouri and the UK facility in Warwickshire. The New York headquarters location serves a dual purpose as it also contains premium retail space that is or will be leased to retail tenants in order to generate rental income and cash flow. Accordingly, the Company is sensitive to various risk factors such as changes to real estate values and property taxes, pricing and demand for high end retail spaces in Soho, New York City, interest rates, cash flow of underlying real estate assets, supply and demand, and the credit worthiness of any retail tenants. There is also no guarantee that investment objectives for the retail component of the Company’s real estate will be achieved.
Management's Discussion & Analysis (MD&A)
Removed heading “Business combinations:”
Removed heading “EDUCATION SOLUTIONS”
Removed heading “(3) Excludes expected Medicare Part D subsidy receipts.”
Largest changes
Segment operating income for the fiscal year ended May 31,see in full comparison20252026 was$6.3$142.9 million, compared to$15.8$130.7 million in the prior fiscal year. The$9.5$12.2 milliondecreaseincrease in operating income was primarily attributable to favorable cost of goods sold, driven by lowerrevenues,royaltyprimarilycostsdueintothecontinuedtrademarketchannelconditionsas well as improved inventory utilization in the book clubs channel, which resulted indecreasedlowerspendingexcessonandsupplementalobsoletematerials.inventory. This was partially offset bylowerhigherexternal laboremployee-related andmarketinggeneralcosts and lower impairment expenseexpenses in thefiscalbookyearfairsendedchannelMaydue31,to2025.inflationary pressures.
“Segment operating loss for the fiscal year ended May 31, 2026 was $4.1 million, compared to operating income of $6.3 million in the prior fiscal year. The overall decline of $10.4 million was driven by lower revenues, primarily reflecting the continued challenging funding environment for schools and school districts, as well as asset impairment charges recognized during the year ended May 31, 2026. This decline was partially offset by lower employee-related and external labor costs, as well as reduced general overhead spending.”see in full comparison
Other operating expenses weresee in full comparison$180.1$426.4 million for the fiscal year ended May 31,2025,2026, compared to$191.7$422.4 million in the prior fiscal year. The$11.6$4.0 milliondecreaseincrease in Other operating expenses was primarilyattributabledue tolowerinflationarycommissionpressures on employee-related and general expenses, largely within the book fairs channel. The Company expects Other operating expenses to increase in fiscal 2027 compared to fiscal 2026, primarily due to the recognition of a full year of rental expensedrivenassociatedbywith thelowerCompany'srevenues,leasedin addition to lower external laborheadquarters andmarketingprimarycosts.distribution facilities.
Cost of goods sold for the fiscal year ended May 31,see in full comparison20252026 was$410.2$393.5 million, or42.6%40.8% of revenues, compared to$412.0$410.2 million, or43.2%42.6% of revenues, in the prior fiscal year. Theimprovementdecrease in Cost of goods sold as a percentage of revenues was primarily attributable tothelowermixroyaltyof product soldcosts in the tradechannelchannel, driven by a shift infiscal 2025, driven in particular by the higher priced hardcoversalesofmixSunrisetowardontitlesthewithReaping, partially offset by higherlower royaltycostsratesas a result of an increase in the mix of higher-royalty bearing titles sold induring the fiscal year ended May 31,2025.2026. In addition,theCostbookoffairsgoodschannelsoldhadwaslowerfavorablyexcessimpacted by improved inventoryreserves as a result of better inventory utilization. The Company expects an increase in cost of product as a result of increased tariffs, especiallyutilization in the bookfairsclubschannelchannel,beginningresulting inthelowerpeakexcesssellingandseasonobsoleteininventory,theasupcomingwellsecondas tariff mitigation actions and tariff refunds received during fiscalquarter.2026.
“Unallocated overhead expense for the fiscal year ended May 31, 2025 increased by $1.6 million to $108.1 million, compared to $106.5 million in the prior fiscal year. The increase was primarily attributable to higher employee-related expenses driven by higher medical costs. This was partly offset by lower severance expense of $0.6 million related to the Company's cost-savings initiatives and lower impairment expense of $2.2 million. …”see in full comparison
Full comparison: every changed paragraph (75)
The Company categorizes its businesses into four reportable segments: Children’s Book Publishing and Distribution; Education Solutions; Entertainment; and International.
Revenues from operations for the fiscal year ended May 31, 20252026 increaseddecreased by $35.8$43.6 million, or 2.3%,2.7%, to $1,625.5$1,581.9 million, compared to $1,589.7$1,625.5 million in the prior fiscal year. The Company reported net income per basic and diluted share of Class A and Common Stock of $2.39 and $2.34, respectively, for the fiscal year ended May 31, 2026, compared to net loss per basic and diluted share of Class A and Common Stock of $0.07 for the fiscal year ended May 31, 2025, compared to net income per basic and diluted share of Class A and Common Stock of $0.41 and $0.40,$0.07, respectively, in the prior fiscal year.
Fiscal 2026 reflected the continued execution of the Company's multi-year transformation strategy, focused on strengthening its organizational structure, enhancing operating efficiency, optimizing its portfolio, and improving capital allocation. Growth in Book Fairs, driven by increases in both fair count and revenue per fair, as well as higher Entertainment revenues, substantially offset declines in trade channel revenues resulting from the challenging prior-year publishing comparisons and lower Education revenues attributable to the continued funding volatility. Despite the overall decline in revenues, operating income remained relatively consistent with the prior year as the Company continued to execute disciplined cost management initiatives and realize operational efficiencies. Additionally, following the completion of the sale-leaseback transactions, the Company returned more than $285 million of capital to shareholders through share repurchases, including a modified Dutch auction tender offer, and the payment of cash dividends.
During fiscal 2025, the Company successfully integrated 9 Story into its Entertainment segment, which significantly contributed to the Company's revenue growth year over year. Fiscal 2025 results also reflected new releases in the Company's bestselling series, including Sunrise on the Reaping, the latest installment in Suzanne Collins’ Hunger Games series and Dav Pilkey's Dog Man #13: Big Jim Begins, which benefited the Company's trade channels globally and helped to offset softness in the overall retail market. Education Solutions continued to be negatively impacted by the continuing headwinds in the supplemental curriculum market and the Company is repositioning the business focused on long-term growth and improved profitability under its new leadership. Operating income in fiscal 2025 was $15.8 million compared to $14.5 million in the prior fiscal year, representing an increase of $1.3 million, as the Company successfully executed on a cost management strategy.
Looking ahead to fiscal 2027, the Company intends to focus its School Reading Events business on increasing fair count, while further simplifying the Book Clubs program and improving execution to enhance engagement with teachers and families. The Company also expects to benefit from a strong global publishing pipeline, including the release of the next title in the best-selling Dog Man series in November and new publishing related to the new Harry Potter series on HBO, as well as new titles in The Baby-Sitters Club, Wings of Fire, and I Survived franchises. In addition, a new Clifford the Big Red Dog animated series is expected to premiere on PBS KIDS in 2027. Within Education, school and district funding conditions are expected to remain volatile, particularly in supplemental curriculum. The Company intends to build on its core literacy strengths to position the business for a return to growth as its strategy advances and market conditions stabilize. Overall, the Company remains focused on executing its strategic priorities, maintaining disciplined cost management, and making targeted investments in areas with the greatest potential to drive long-term growth, strengthen engagement with children, families, and educators, and enhance shareholder value.
During fiscal 2026, the Company expects to continue to expand the reach and monetization of Scholastic’s intellectual property, which includes the release of the next title in the best-selling Dog Man series and a growing slate of content development and production commitments. While there continues to be significant near-term uncertainty about school funding, the Company is focusing its product development and go-to-market strategies in Education Solutions to better align with the evolving needs of educators, schools, and families. The Company has also made progress on its strategic and operational initiatives, which include streamlining the Company's organizational structure, strengthening leadership, reducing costs and evaluating options to optimize its real estate assets, all of which are intended to enhance the Company's ability to drive long-term growth and deliver greater value to shareholders.
The Company’s discussion and analysis of its financial condition and results of operations is based upon its Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements involves the use of estimates and assumptions by management, which affects the amounts reported in the Consolidated Financial Statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, future expectations and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. On an ongoing basis, the Company evaluates the adequacy of its reserves and the estimates used in calculations, including, but not limited to: collectability of accounts receivable allowance for credit losses; variable consideration related to anticipated returns; allocation of transaction price to contractual performance obligations; amortization periods; stock-based compensation expense; pension and other postretirement obligations; taxinventory rates; recoverability of inventoriesreserves; deferred income taxes and tax reserves; the timing and amount of future income taxes and related deductions; recoverabilityuncertain oftax prepublicationpositions; costs;expected economic life and recoverability of investment in film and television programs and prepublication costs; royalty advance reserves; customer reward programs; and royalty expense accruals; the impairment assessment of long-livedgoodwill assets, goodwillintangibles and other intangibles.long-lived assets; and the incremental borrowing rate used to determine the present value of future lease payments and related lease liabilities. For a complete description of the Company’s significant accounting policies, see Note 1, "Description of Business, Basis of Presentation and Summary of Significant Accounting Policies," of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data.” The following policies and account descriptions include all those identified by the Company as critical to its business operations and the understanding of its results of operations:
Business combinations:
The Company allocates the purchase price in a business combination to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, with any excess recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, estimated useful lives and market multiples, among other items.
With respect to the 9 Story acquisition, the Company was required to make significant judgments and estimates, particularly in the identification and valuation of identifiable intangible assets. The Company utilized a third-party valuation specialist in determining the fair values. The assets acquired primarily include intellectual property ("IP") related to 9 Story's existing and recognized program titles, customer contracts/relationships related to licensing, distribution and service arrangements, and the trade names associated with 9 Story and Brown Bag Films, its animation studio. The intellectual property and customer contracts/relationships were valued using the multi-period excess earnings valuation method and the tradename was valued using the relief-from-royalty valuation method. The significant underlying assumptions used in these methods included the projected revenue and revenue attributable to the individual intangible assets, as well as the discount and royalty rate. These assumptions are inherently subjective and sensitive to changes in market conditions and the future performance of the acquired business. Refer to Note 11, "Acquisitions," of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data” for further details regarding this acquisition.
(2) Represents rental income related to leased space in the Company's headquarters which was not allocated to a segment. As a result of the sale and leaseback transactions completed during the third quarter of fiscal 2026, the Company no longer owns the underlying leasable space. Refer to Note 4, "Sale and Leaseback Transactions", and Note 11, "Leases", of Notes to Consolidated Financial Statements in Item 8, “Consolidated Financial Statements and Supplementary Data” for further details.
(2) The Entertainment segment includes the operations of Scholastic Entertainment Inc. ("SEI"), which were included in the Children’s Book Publishing and Distribution segment in prior periods, and 9 Story, as acquired on June 20, 2024. The financial results for SEI for the prior fiscal year presented have been reclassified to Entertainment to reflect this change.
(3) Represents rental income related to leased space in the Company's headquarters which was not allocated to a segment.
Revenues from operations for the fiscal year ended May 31, 20252026 increaseddecreased by $35.8$43.6 million, or 2.3%,3%, to $1,625.5$1,581.9 million, compared to $1,589.7$1,625.5 million in the prior fiscal year. Children’s Book Publishing and Distribution, Entertainment and International segment revenues increased $10.6 million, $59.1 million and $6.0 million, respectively, partially offset by lower revenues from the Education Solutions segment of $41.4 million.
Children’s Book Publishing and Distribution segment revenues were consistent with the prior fiscal year, increasing by $0.3 million. Increased revenues from School Reading Events, primarily driven by higher fair count, were substantially offset by lower trade channel revenues, as the prior year benefited from increased sales related to the release of Suzanne Collins’ Sunrise on the Reaping, as well as lower book clubs channel revenues due to reduced sponsor participation.
Children’s Book Publishing and Distribution segment revenues increased $10.6 million, primarily driven by the school reading events business on higher fair count in the book fairs channel and higher revenue per sponsor in the book clubs channel. Trade channel revenues were relatively consistent with the prior year as increased sales from the Hunger Games and Dog Man series, driven by the latest releases, Sunrise on the Reaping and Dog Man #13: Big Jim Begins, respectively, were largely offset by lower sales of backlist titles reflecting continued softness in the retail book market.
Education Solutions segment revenues decreased $41.4by $42.2 million, primarily driven by lower sales of supplemental curriculum products due to the continued impactchallenging offunding marketenvironment conditionsfor asschools and school districtsdistricts, focuscoupled onwith adoptinglower subscription revenues from Magazines+ and implementinglower newrevenues evidence-basedfrom coresponsored programs and decrease spending on supplemental materials.programs.
Entertainment segment revenues increased $59.1by $4.7 million, reflecting theincreased additionrevenues offrom 9production Story.services.
International segment revenues increaseddecreased $6.0by $2.4 million, primarily driven by increasedlower trade channel revenues fromin Canada and the Company'sU.K., Majorpartially Markets,offset whichby benefitedincreased fromtrade theand neweducation releasessales in the Hunger GamesAsia and Doghigher Mantrade series. International segmentchannel revenues werein alsoAustralia, impactedas bywell unfavorableas favorable foreign currency exchange of $1.6$6.3 million.
Rental income, included in the Overhead segment, decreased by $4.0 million compared to the prior fiscal year, primarily as a result of the sale-leaseback of the Company’s headquarters in New York City in fiscal 2026, after which the Company no longer owned the underlying leasable space.
Cost of goods sold as a percentage of revenues for the fiscal year ended May 31, 2026 was 43.6%, compared to 44.2% in the prior fiscal year. The decrease was primarily driven by lower product costs in the Education and International segments, reflecting the mix of products sold during the year ended May 31, 2026, as well as lower royalty costs in the U.S. trade channel due to a shift in sales mix toward titles with lower royalty rates. In addition, Cost of goods sold was favorably impacted by tariff mitigation actions and tariff refunds received during fiscal 2026. These improvements were partially offset by higher shipping and postage costs associated with sponsored programs in Education and higher fulfillment costs in Canada.
Selling, general and administrative expenses for the fiscal year ended May 31, 2026 were $807.2 million, compared to $822.3 million in the prior fiscal year. The $15.1 million decrease was primarily attributable to lower employee-related and external labor costs resulting from the Company's prior reorganization efforts and cost-saving initiatives, as well as reduced spending on general overhead expenses. These decreases were partially offset by higher severance expense of $4.6 million related to cost-saving initiatives in the year ended May 31, 2026 and higher rent expense of $8.4 million resulting from the sale and leaseback of the Company's New York City headquarters. The Company expects rental expense to increase in fiscal 2027 compared to fiscal 2026, primarily due to the recognition of a full year of expense associated with the Company's leased headquarters and primary distribution facilities.
Cost of goods sold as a percentage of revenue for the fiscal year ended May 31, 2025 was 44.2%, compared to 44.4% in the prior fiscal year. Cost of goods sold benefited from favorable product mix in the trade channels, driven in particular by the higher priced hardcover sales of Sunrise on the Reaping. This was largely offset by higher royalty costs as a result of an increase in the mix of higher-royalty bearing titles sold in the fiscal year ended May 31, 2025 and the addition of production costs as a result of the 9 Story acquisition. The Company expects cost of good sold to increase in fiscal 2026 due to the newly imposed tariffs.
Selling, general and administrative expenses for the fiscal year ended May 31, 2025 were $822.3 million, compared to $803.0 million in the prior fiscal year. The $19.3 million increase was primarily attributable to the addition of 9 Story, which resulted in higher operating expenses in the period ended May 31, 2025, partially offset by lower commission expense and external labor costs within Education Solutions. In addition, amortization expense related to cloud computing arrangements for the fiscal year ended May 31, 2025 increased by $2.5 million compared to the prior fiscal year as a result of new assets placed into service.
Depreciation and amortization expenses for the fiscal year ended May 31, 20252026 were $65.7$58.8 million, compared to $57.1$65.7 million in the prior fiscal year. The $8.6$6.9 million increase in Depreciation and amortizationdecrease was primarily drivenattributable byto the intangible assets acquired as a resultsale of the 9Company's Story acquisition. The Company also continues to shift spending to cloud computing arrangementsheadquarters in whichNew theYork amortizationCity expenseand isdistribution includedcenter in Selling,Jefferson generalCity, andMissouri administrativeduring expensesfiscal rather than Depreciation and amortization.2026.
Asset impairments and write downs for the fiscal year ended May 31, 20252026 were $2.9$10.9 million, compared to $10.0$2.9 million in the prior year. In fiscal 2026, the Company recognized impairments of $4.3 million related to certain products within the Education segment and $5.2 million within the Entertainment segment, primarily related to certain film and television programs in development. In addition, the Company recognized impairments of $1.4 million within the Children's Book Publishing and Distribution segment related to a product that is no longer being sold and inventory destroyed in a warehouse fire. In fiscal 2025, the Company recognized asset impairments of $1.2 million related to certain digital products in Children's Book Publishing and Distribution and Education Solutions,Education, $1.1 million related to certain inventory and other assets in Asia, and $0.6 million related to the early exit of leased office space in the U.S., Canada and Ireland. In fiscal 2024, the Company recognized asset impairments of $6.1 million related to certain education products as a result of the shift to evidence-based approaches to literacy instruction in the education market and $3.9 million related to the early exit of leased office space in the U.S. and Canada.
Interest income for the fiscal year ended May 31, 20252026 was $2.2$2.9 million, compared to $4.6$2.2 million in the prior fiscal year. The decrease in interest incomeincrease was attributable to lowerhigher average short term investment balances as compared toduring the prioryear fiscalended year.May 31, 2026, primarily reflecting the net proceeds received from the sale and leaseback transactions. The Company invests excess cash in short term investments whichthat earn competitive interest ratesrates, thatwhich changegenerally directionallymove in relationline towith changes in the Federal Funds rate.
Interest expense for the fiscal year ended May 31, 20252026 was $18.2$14.1 million, compared to $1.9$18.2 million in the prior fiscal year. The increase in interest expensedecrease was due to repayments of borrowings under the U.S. Credit Agreement incurred during the first quarter of fiscal 2025 to fund the 9 Story acquisition. The Company expects to maintain these borrowings into the next fiscal year resultingended inMay comparable to slightly higher interest expense in fiscal31, 2026. Any potential asset monetization strategies executed by the Company could result in repayments of the outstanding borrowings and reduce interest expense.
Loss on sale of investments for the fiscal year ended May 31, 2026 was $17.2 million. During fiscal 2026, the Company sold its 26.2% equity interest in a U.K.-based children’s book publishing business, resulting in the loss.
Gain on sale and leaseback transactions for fiscal year ended May 31, 2026 was $99.7 million. During fiscal 2026, the Company completed sale and leaseback transactions related to its headquarters in New York City and primary distribution center in Jefferson City, Missouri, resulting in a pre-tax gain of $99.7 million.
The Company’s effective tax rate for the fiscal year ended May 31, 20252026 was (46.2)%,33.4%, compared to 25.3%46.2% in the prior fiscal year. The Company's effective tax rate variesdiffered from the statutory rate primarily due to expectedhigher state and local income taxes attributable to the tax gain on the sale-leaseback transactions and non-deductible compensation for covered executive employees. The tax provision on the global consolidated loss before income taxes was due to the Company's domestic taxable income generating tax expense.
Net lossincome for fiscal 20252026 was $1.9$56.7 million compared to net incomeloss of $12.1$1.9 million in fiscal 2024,2025, aan decreaseimprovement of $14.0$58.6 million. The basic and diluted earnings per share of Class A Stock and Common Stock was $2.39 and $2.34, respectively, in fiscal 2026, compared to basic and diluted loss per share of Class A Stock and Common Stock wasof $0.07 in fiscal 2025, compared to basic and diluted income per share of Class A Stock and Common Stock of $0.41 and $0.40,$0.07, respectively, in fiscal 2024.2025. Outstanding shares decreased 11%25% from 28.225.0 million to 25.018.7 million as of May 31, 20252026 which is expected to benefit earnings per share calculations in fiscal 2026.2027.
Revenues for the fiscal year ended May 31, 2026 increased by $0.3 million to $964.2 million, compared to $963.9 million in the prior fiscal year. Higher revenues from School Reading Events of $20.6 million were substantially offset by a $20.3 million decrease in trade channel revenues. Within School Reading Events, book fairs channel revenues increased by $27.7 million, primarily driven by higher fair count as well as higher revenue per fair and increased redemptions of book fair incentive program credits. This increase was partially offset by lower book clubs channel revenues of $7.1 million primarily due to lower sponsor participation. Within the trade channel, the year-over-year revenue decline was attributable to elevated sales in the prior fiscal year following the release of Sunrise on the Reaping by Suzanne Collins. This decline was partially offset by higher sales of backlist titles from The Hunger Games and other bestselling series.
Revenues for the fiscal year ended May 31, 2025 increased by $10.6 million to $963.9 million, compared to $953.3 million in the prior fiscal year. The increase in segment revenues was primarily driven by increased revenues from School Reading Events of $8.2 million. Book fairs channel revenues increased $6.7 million, driven by higher fair count, partially offset by slightly lower revenue per fair as compared to the prior year. Book clubs channel revenues increased $1.5 million as a result of higher revenue per sponsor and an increase in events. Trade channel revenues were relatively consistent with the prior year, increasing $2.4 million, or 1%, as increased sales from the Hunger Games and Dog Man series, driven by the latest releases, Sunrise on the Reaping and Dog Man #13: Big Jim Begins, respectively, were largely offset by lower sales of backlist titles reflecting continued softness in the retail book market. The retail book market is expected to remain soft in fiscal 2026 and, similar to fiscal 2025, the Company is anticipating its proprietary school market channels to outpace this softness.
Cost of goods sold for the fiscal year ended May 31, 20252026 was $410.2$393.5 million, or 42.6%40.8% of revenues, compared to $412.0$410.2 million, or 43.2%42.6% of revenues, in the prior fiscal year. The improvementdecrease in Cost of goods sold as a percentage of revenues was primarily attributable to thelower mixroyalty of product soldcosts in the trade channelchannel, driven by a shift in fiscal 2025, driven in particular by the higher priced hardcover sales ofmix Sunrisetoward ontitles thewith Reaping, partially offset by higherlower royalty costsrates as a result of an increase in the mix of higher-royalty bearing titles sold induring the fiscal year ended May 31, 2025.2026. In addition, theCost bookof fairsgoods channelsold hadwas lowerfavorably excessimpacted by improved inventory reserves as a result of better inventory utilization. The Company expects an increase in cost of product as a result of increased tariffs, especiallyutilization in the book fairsclubs channelchannel, beginningresulting in thelower peakexcess sellingand seasonobsolete ininventory, theas upcomingwell secondas tariff mitigation actions and tariff refunds received during fiscal quarter.2026.
Other operating expenses were $422.4 million for the fiscal year ended May 31, 2025, compared to $417.5 million in the prior fiscal year. The $4.9 million increase in Other operating expenses was primarily attributable to the book fairs channel to support the increased fair count, in addition to inflationary pressures.
Asset impairments were $0.6 million for the fiscal year ended May 31, 2025, compared to $0.5 million in the prior fiscal year. In fiscal 2025, the Company recognized an asset impairment of $0.6 million related to certain digital products. In fiscal 2024, the Company early exited leased office space, as a result of which the Company recognized an impairment expense of $0.5 million, primarily related to the right-of-use asset associated with the operating lease.
Segment operating income for the fiscal year ended May 31, 2025 was $130.7 million, compared to $123.3 million in the prior fiscal year. The $7.4 million increase in operating income was attributable to higher revenues, primarily from School Reading Events, driven by higher fair count in the book fairs channel, coupled with favorable cost of product in the trade channel driven by higher margins on Sunrise on the Reaping. This was partially offset by increased operating costs in the book fairs channel to support the increased fair count.
EDUCATION SOLUTIONS
Revenues for the fiscal year ended May 31, 2025 decreased by $41.4 million to $309.8 million, compared to $351.2 million in the prior fiscal year. The decrease in segment revenues was primarily driven by the continued impact of market conditions as school districts focus on adopting and implementing new evidence-based core programs and decrease spending on supplemental materials. In addition, subscription revenues from Magazines+ and revenues from community literacy programs decreased from the prior fiscal year. Partially offsetting the decline, the segment benefited from increased revenues from sponsored programs as a result of an increase in participants and increased sales of the Company's Ready4ReadingTM phonics curriculum. The Company expects the revenues to remain consistent in fiscal 2026 due to the on-going headwinds in the education market.
Cost of goods sold for the fiscal year ended May 31, 2025 was $122.8 million, or 39.6% of revenue, compared to $137.6 million, or 39.2% of revenue, in the prior fiscal year. Cost of goods sold as a percentage of revenues was impacted by higher outbound freight costs related to sponsored programs, which was largely offset by lower prepublication amortization as a result of the impairment of certain education products in fiscal 2024.
Other operating expenses were $180.1$426.4 million for the fiscal year ended May 31, 2025,2026, compared to $191.7$422.4 million in the prior fiscal year. The $11.6$4.0 million decreaseincrease in Other operating expenses was primarily attributabledue to lowerinflationary commissionpressures on employee-related and general expenses, largely within the book fairs channel. The Company expects Other operating expenses to increase in fiscal 2027 compared to fiscal 2026, primarily due to the recognition of a full year of rental expense drivenassociated bywith the lowerCompany's revenues,leased in addition to lower external laborheadquarters and marketingprimary costs.distribution facilities.
Asset impairments were $0.6$1.4 million for the fiscal year ended May 31, 2025,2026, compared to $6.1$0.6 million in the prior fiscal year. In fiscal 2026, the Company recognized asset impairments of $0.8 million related to a certain product that is no longer being sold and $0.6 million related to inventory destroyed in a warehouse fire. In fiscal 2025, the Company recognized an asset impairment of $0.6 million related to certain digital products. InRefer fiscalto 2024,Note 5, "Asset Write Down," of Notes to the CompanyConsolidated recognizedFinancial anStatements assetin impairmentItem of8, $6.1"Consolidated millionFinancial relatedStatements toand certainSupplementary educationData" productsfor thatfurther were not aligned with evidence-based approaches to literacy instruction.details.
Segment operating income for the fiscal year ended May 31, 20252026 was $6.3$142.9 million, compared to $15.8$130.7 million in the prior fiscal year. The $9.5$12.2 million decreaseincrease in operating income was primarily attributable to favorable cost of goods sold, driven by lower revenues,royalty primarilycosts duein tothe continuedtrade marketchannel conditionsas well as improved inventory utilization in the book clubs channel, which resulted in decreasedlower spendingexcess onand supplementalobsolete materials.inventory. This was partially offset by lowerhigher external laboremployee-related and marketinggeneral costs and lower impairment expenseexpenses in the fiscalbook yearfairs endedchannel Maydue 31,to 2025.inflationary pressures.
EDUCATION
NM Not meaningful
Revenues for the fiscal year ended May 31, 2026 decreased by $42.2 million to $267.6 million, compared to $309.8 million in the prior fiscal year. The decrease in segment revenues was primarily driven by lower sales of supplemental curriculum products due to the continued challenging funding environment for schools and school districts, coupled with lower subscription revenues from Magazines+ and lower revenues from sponsored programs.
Cost of goods sold for the fiscal year ended May 31, 2026 was $104.1 million, or 38.9% of revenues, compared to $122.8 million, or 39.6% of revenues, in the prior fiscal year. Cost of goods sold as a percentage of revenues benefited from lower product costs driven by the mix of products sold during the year ended May 31, 2026, combined with improved inventory utilization, resulting in lower excess and obsolete inventory. These benefits were partially offset by higher shipping and postage costs associated with sponsored programs.
Other operating expenses were $163.3 million for the fiscal year ended May 31, 2026, compared to $180.1 million in the prior fiscal year. The $16.8 million decrease in Other operating expenses was primarily attributable to lower employee-related and external labor costs, as well as reduced general overhead spending.
Asset impairments were $4.3 million for the fiscal year ended May 31, 2026, compared to $0.6 million in the prior fiscal year. In fiscal 2026, the Company recognized asset impairments of $4.3 million related to certain education products that were no longer being sold or developed. In fiscal 2025, the Company recognized asset impairments of $0.6 million related to certain digital products that were no longer being sold. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.
Segment operating loss for the fiscal year ended May 31, 2026 was $4.1 million, compared to operating income of $6.3 million in the prior fiscal year. The overall decline of $10.4 million was driven by lower revenues, primarily reflecting the continued challenging funding environment for schools and school districts, as well as asset impairment charges recognized during the year ended May 31, 2026. This decline was partially offset by lower employee-related and external labor costs, as well as reduced general overhead spending.
The Entertainment segment includes the operations of 9 Story, as acquired on June 20, 2024, and Scholastic Entertainment Inc. ("SEI"). SEI was reported in the Children's Book Publishing and Distribution segment in prior periods. The financial results for SEI for fiscal 2024 have been reclassified to Entertainment to reflect this change. Refer to Note 11,12, "Acquisitions," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details regarding the acquisition of 9 Story.
Revenues for the fiscal year ended May 31, 2025 were $61.0 million compared to $1.9 million in the prior fiscal year period. The increase reflected the addition of 9 Story from the date of acquisition on June 20, 2024 through May 31, 2025 in which a majority of the revenues were driven by production revenue related to episodic deliveries, production services provided to third parties and, to a lesser extent, revenues from royalties and distribution. Entertainment revenues have been negatively impacted by delays in production greenlights from major platforms which are expected to improve in fiscal 2026.
Cost of goods sold for the fiscal year ended May 31, 2025 was $33.4 million, or 54.8% of revenues. Cost of goods sold primarily consists of production costs and amortization, participation expenses and interest on film related obligations.
Other operating expenses for the fiscal year ended May 31, 2025 were $39.2 million, which included costs of $3.0 million related to the 9 Story acquisition and severance expense of $1.4 million related to cost-saving initiatives. Other operating expenses for the fiscal year ended May 31, 2024 were $13.0 million, which included transaction costs of $9.3 million related to the 9 Story acquisition.
Asset impairments for the fiscal year ended May 31, 2025 were $0.5 million. The Company early exited certain leased office space as a result of which the Company recognized an impairment expense of $0.5 million in fiscal 2025, primarily related to the right-of-use asset associated with the operating leases.
Segment operating lossRevenues for the fiscal year ended May 31, 20252026 wasincreased $12.1by $4.7 million to $65.7 million, compared to $11.2$61.0 million in the prior fiscal year.year period. The increase in segment revenues was primarily driven by higher revenues from production services.
Cost of goods sold for the fiscal year ended May 31, 2026 was $37.9 million, or 57.7% of revenues, compared to $33.4 million, or 54.8% of revenues, in the prior fiscal year. The increase was primarily driven by the revenue mix, with an increase in production services revenue, which generally carries higher associated costs.
Other operating expenses for the fiscal year ended May 31, 2026 were $38.7 million, compared to $39.2 million in the prior fiscal year. The $0.5 million decrease in Other operating expenses was primarily attributable to lower severance expense from cost-saving initiatives and the absence of acquisition-related costs incurred in the prior fiscal year in connection with the acquisition of 9 Story. These decreases were partially offset by increased employee-related costs.
Asset impairments and write downs for the fiscal year ended May 31, 2026 were $5.2 million, compared to $0.5 million in the prior fiscal year. During fiscal 2026, the Company recognized asset impairments of $4.9 million related to certain film and television programs in development and $0.3 million related to its ownership interest in a children's book publishing business located in the UK. During fiscal 2025, the Company early exited certain leased office space as a result of which the Company recognized an impairment expense of $0.5 million, primarily related to the right-of-use asset associated with the operating leases. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Removed heading “Education Solutions”
Largest changes
see in full comparisonSegment operating lossRevenues for thenine monthsquarter endedFebruaryAugust28,31, 2026increaseddecreased by$6.7$9.7 million to$31.1$30.4 million, compared toan operating loss of $24.4$40.1 million in the prior fiscal yearperiod.quarter. Theoveralldecreasedeclinein segment revenues was primarily driven by lowerrevenuessales of supplemental curriculum products related to continued pressure on school andthedistrictasset impairments recognized during the period ended February 28, 2026, partially offset by lower employee-related and external labor costs as well as reduced spending on general overhead expenses.spending.
Segment operating loss for the quarter endedsee in full comparisonFebruaryAugust28,31, 2026decreasedincreased by$1.7$3.1 million to$5.2$38.2 million, compared toan operating loss of $6.9$35.1 million in the prior fiscal year quarter. Theimprovementincrease was primarily attributable tolowerhigher rent and employee-relatedandexpenses,externalpartiallylaboroffsetcostsbyastariffwellrefundsasreceivedreducedduringspendingtheonquartergeneralendedoverheadAugustexpenses.31, 2026.
“Cost of goods sold for the nine months ended February 28, 2026 was $499.4 million, or 45.2% of revenues, compared to $511.5 million, or 45.8% of revenues, in the prior fiscal year period. The decrease in Cost of goods sold as a percentage of revenues was primarily driven by improved utilization of inventory in the U.S. book fairs and book clubs channels which resulted in less excess and obsolete inventory, in addition to lower freight costs in the Company's international Major Markets. This was partially offset by increased tariff charges, primarily in the U.S. book fairs channel. …”see in full comparison
“Cost of goods sold for the quarter ended February 28, 2026 was $150.3 million, or 45.7% of revenues, compared to $154.6 million, or 46.1% of revenues, in the prior fiscal year quarter. The decrease in Cost of Goods sold as a percentage of revenues was primarily driven by improved utilization of inventory in the U.S. book fairs channel which resulted in less excess and obsolete inventory, in addition to lower freight costs in the Company's international Major Markets. Royalty costs were also lower as a result of a decrease in the mix of higher-royalty bearing titles sold in the U.S. …”see in full comparison
“Cost of goods sold for the quarter ended August 31, 2026 was $118.1 million, or 54.5% of revenues, compared to $123.5 million, or 54.7% of revenues, in the prior fiscal year quarter. The decrease in Cost of Goods sold as a percentage of revenues was primarily attributable to lower product costs resulting from tariff refunds received during the quarter ended August 31, 2026, largely benefiting the U.S. book fairs channel. …”see in full comparison
“Asset impairments for the nine months ended February 28, 2026 were $9.4 million. The Company recognized asset impairments of $3.4 million related to certain products within the Education Solutions segment, $5.2 million primarily related to certain film and television programs in development within the Entertainment segment and $0.8 million related to a product that is no longer being sold within the Children's Book Publishing and Distribution segment. …”see in full comparison
Full comparison: every changed paragraph (84)
Revenues for the thirdfirst quarter ended FebruaryAugust 28,31, 2026 were $329.1$216.8 million, compared to $335.4$225.6 million in the prior fiscal year quarter, a decrease of $6.3$8.8 million or 2%.4%. The Company reported net incomeloss per diluted share of Class A and Common Stock of $2.55$3.77 in the thirdfirst quarter of fiscal 2026,2027, compared to net loss per diluted share of $0.13$2.83 in the prior fiscal year quarter.
First quarter results reflected the seasonal summer slowdown in School Reading Events, with book fair bookings for the fall season ahead of the prior year period. The trade channel benefited from the release of the paperback edition of Sunrise on the Reaping in August and is expected to benefit from new releases this fall, including Dav Pilkey’s Dog Man®: Sprinkle in Time and tie-in publishing related to the new Harry Potter® HBO series and the film adaptation of Sunrise on the Reaping. Entertainment continued to expand production activity, driving higher revenues and improved operating profitability. In Education, continued pressure on school and district budgets impacted sales, while ongoing cost alignment and transformation initiatives are expected to support improved performance. Operating loss was consistent with the prior fiscal year quarter, as higher costs resulting from the fiscal 2026 sale-leaseback transactions were offset by improved profitability in Entertainment and International.
During the third fiscal quarter, the Company closed on the sale and leaseback transactions related to its headquarters in New York City and distribution center in Jefferson City, which resulted in pre-tax net proceeds of $452.4 million and a pre-tax gain on sale of $118.2 million. The Company used this capital to repay borrowings under its U.S. Credit Agreement and return value to shareholders through open-market share repurchases while continuing to invest in initiatives that support long-term growth.
Within Children's Book Publishing and Distribution, School Reading Events continued to outpace the prior period, driven by higher revenue per fair. Trade channel revenues reflected the shift in timing of the Dog Man® publication, with year-to-date results remaining in line with the prior fiscal year period. The trade channel is expected to benefit from new releases in the fourth fiscal quarter including Wings of Fire #16: The Hybrid Prince, published in early March, and Captain Underpants: The First Epic Manga to be published in April. Education Solutions continued to be impacted by the challenging funding market for schools and districts, however, the segment benefited from its lower cost structure which resulted in improved profitability in the third fiscal quarter. The Entertainment segment continued to expand its pipeline of media development and production and remains well-positioned for growth as industry greenlight activity improves. International results reflected the expected impact of the Dog Man publication timing in the Major Markets and the continued benefit of operational efficiencies. The Company remains focused on growth and margin improvement in its international operations.
Consolidated
Revenues for the quarter ended FebruaryAugust 28,31, 2026 decreased by $6.3$8.8 million to $329.1$216.8 million, compared to $335.4$225.6 million in the prior fiscal year quarter. Within the Children's Book Publishing and Distribution segment, revenues decreased by $5.7$3.6 million, primarily driven by lowera tradeco-edition channel revenues reflecting the shift in timing of the Dog Man publication which occurredsale in the secondtrade fiscal quarter compared to the third fiscal quarterchannel in the prior year,fiscal partiallyyear offsetquarter bythat increaseddid revenuesnot fromrepeat Schoolin Readingthe Eventsquarter asended aAugust result31, of higher revenue per fair.2026. In the Education Solutions segment, revenues decreased by $1.1$9.7 million, primarily driven by lower sales of supplemental curriculum products related to continued pressure on school and lowerdistrict subscription revenues from Magazines+, partially offset by increased revenues from sponsored programs.spending. In the Entertainment segment, revenues increased by $3.2$6.5 million, reflecting higher production revenues from episodic deliveries and services. InExcluding localfavorable currency,foreign International segment revenues decreased by $4.1 million, primarily driven by lower trade channel sales in the U.K.and Canada due, in part, to the timing shiftexchange of the$1.2 Dog Man publication, coupled with lower education sales in New Zealand.million, International segment revenues were impactedconsistent with the prior year, decreasing by favorable$0.1 foreign exchange of $3.5 million in the quarter ended February 28, 2026.million. In addition, rental incomeincome, recorded in the Overhead, decreased $2.1$3.1 million from the prior fiscal year quarter as a result of the sale and leasebacksale-leaseback of the Company's headquarters in New York City ascompleted during fiscal 2026 after which the Company no longer ownsowned the leasable space.
Revenues for the nine months ended February 28, 2026 decreased by $11.4 million to $1,105.8 million, compared to $1,117.2 million in the prior fiscal year period. Revenues in the Children's Book Publishing and Distribution segment increased by $12.2 million, driven by increased revenues from School Reading Events as a result of higher fair count and increased revenue per fair as well as increased redemptions of book fair incentive program credits. In the Education Solutions segment, revenues decreased by $25.7 million, primarily due to the continued challenging funding market for schools and school districts which resulted in lower sales of supplemental curriculum products and lower subscription revenues from Magazines+. In the Entertainment segment, revenues decreased by $1.5 million, primarily reflecting lower production and distribution revenues. In local currency, International segment revenues increased by $1.6 million, primarily driven by higher sales in Australia, Asia and the U.K. International segment revenues were also impacted by favorable foreign exchange of $3.2 million in the period ended February 28, 2026. In addition, rental income decreased $1.2 million from the
prior fiscal year period as a result of the sale and leaseback of the Company's headquarters in New York City as the Company no longer owns the leasable space.
Components of Cost of goods sold for the three and nine monthsquarter ended FebruaryAugust 28,31, 2026 and FebruaryAugust 28,31, 2025 are as follows:
Cost of goods sold for the quarter ended August 31, 2026 was $118.1 million, or 54.5% of revenues, compared to $123.5 million, or 54.7% of revenues, in the prior fiscal year quarter. The decrease in Cost of Goods sold as a percentage of revenues was primarily attributable to lower product costs resulting from tariff refunds received during the quarter ended August 31, 2026, largely benefiting the U.S. book fairs channel. This benefit was partially offset by higher product and royalty costs within Education, increased production amortization within Entertainment and higher postage costs in the Major Markets driven by rising fuel prices. Fuel costs are not expected to materially impact the Company’s financial results, although sustained increases in fuel prices could result in higher cost of goods sold in future periods.
Cost of goods sold for the quarter ended February 28, 2026 was $150.3 million, or 45.7% of revenues, compared to $154.6 million, or 46.1% of revenues, in the prior fiscal year quarter. The decrease in Cost of Goods sold as a percentage of revenues was primarily driven by improved utilization of inventory in the U.S. book fairs channel which resulted in less excess and obsolete inventory, in addition to lower freight costs in the Company's international Major Markets. Royalty costs were also lower as a result of a decrease in the mix of higher-royalty bearing titles sold in the U.S. trade channel in the quarter ended February 28, 2026, partially offset by higher sales of royalty-bearing titles in Australia. This was partially offset by increased tariff charges, primarily in the U.S. book fairs channel, coupled with increased production costs from higher production services revenue in Entertainment and higher shipping and postage costs related to sponsored programs in Education Solutions.
Cost of goods sold for the nine months ended February 28, 2026 was $499.4 million, or 45.2% of revenues, compared to $511.5 million, or 45.8% of revenues, in the prior fiscal year period. The decrease in Cost of goods sold as a percentage of revenues was primarily driven by improved utilization of inventory in the U.S. book fairs and book clubs channels which resulted in less excess and obsolete inventory, in addition to lower freight costs in the Company's international Major Markets. This was partially offset by increased tariff charges, primarily in the U.S. book fairs channel. The Company is evaluating the potential impact of a recent U.S. Supreme Court ruling pertaining to tariffs previously paid on imported products under the International Emergency Economic Powers Act (IEEPA). The Company estimates that approximately $9 million of its tariff payments are subject to this ruling, however, no amounts have been recognized to date. The ultimate timing and amount of any refund remain uncertain.
Selling, general and administrative expenses for the quarter ended FebruaryAugust 28,31, 2026 increased to $192.8$178.3 million, compared to $187.5$177.2 million in the prior fiscal year quarter. The $5.3$1.1 million increase was primarily attributable to higher rent expense as a result of the sale and leasebacksale-leaseback of the Company's headquarters inand Newprimary York City, partially offset by lower severance expense of $0.6 million in the quarter ended February 28, 2026 related to cost-saving initiatives.distribution
center, partially offset by lower severance expense of $6.3 million in the quarter ended August 31, 2026 related to cost-saving initiatives, coupled with lower marketing expenses related to sponsored programs in Education.
Selling, general and administrative expenses for the nine months ended February 28, 2026 decreased to $587.5 million, compared to $594.5 million in the prior fiscal year period. The $7.0 million decrease was primarily attributable to lower employee-related and external labor costs resulting from the Company's previous reorganization efforts and cost-saving initiatives and lower spending on general overhead expenses. This was partially offset by increased severance expense related to cost-saving initiatives of $5.7 million in the period ended February 28, 2026 and higher rent expense as a result of the sale and leaseback of the Company's headquarters in New York City.
Depreciation and amortization expense for the quarter ended February 28, 2026 decreased by $4.0 million to $12.9 million, compared to $16.9 million in the prior fiscal year quarter. Depreciation and amortization expense
Depreciation and amortization expense for the nine monthsquarter ended FebruaryAugust 28,31, 2026 decreased by $2.8$3.7 million to $45.7$12.6 million, compared to $48.5$16.3 million in the prior fiscal year period.quarter. The decrease in Depreciation and amortization expense was primarily attributable to the sale of the Company's headquarters inand New York City andprimary distribution center induring Jeffersonthe City.third quarter of fiscal 2026.
Asset impairments for the quarter ended August 31, 2025 were $0.8 million. The Company recognized an asset impairment of $0.8 million related to a product that is no longer being sold within the Children's Book Publishing and Distribution segment.
Asset impairments for the nine months ended February 28, 2026 were $9.4 million. The Company recognized asset impairments of $3.4 million related to certain products within the Education Solutions segment, $5.2 million primarily related to certain film and television programs in development within the Entertainment segment and $0.8 million related to a product that is no longer being sold within the Children's Book Publishing and Distribution segment. Asset impairments for the three and nine months ended February 28, 2025 were $0.3 million and $0.4 million, respectively, primarily related to the early exit of leased office space within the Entertainment segment.
Interest expense for the three and nine monthsquarter ended FebruaryAugust 28,31, 2026 was $1.9 million and $12.5$2.3 million, respectively, compared to $4.7$5.0 million and $13.4 million, respectively, in the prior fiscal year periods.quarter. The decrease in interest expense was dueattributable to repaymentslower ofaverage borrowings outstanding under the U.S. Credit Agreement during the period ended FebruaryAugust 28,31, 2026.2026, as the Company used proceeds from the sale-leaseback transactions to repay outstanding borrowings.
Interest income for the three and nine monthsquarter ended FebruaryAugust 28,31, 2026 was $1.1 million and $2.2$0.7 million, compared to $0.4 million and $1.7$0.5 million, respectively, in the prior fiscal year periods.quarter. The increase in interest income was attributable to higher average short term investment balances in the period ended FebruaryAugust 28,31, 2026 resulting from the net proceeds received from the sale and leaseback transactions.2026. The Company invests excess cash in short term investments which earn competitive interest rates that change directionally in relation to the Federal Funds rate.
Gain on sale and leaseback transactions for the three and nine months ended February 28, 2026 was $119.8 million and $118.2 million, respectively. During the third quarter of fiscal 2026, the Company completed the sale and leaseback transactions related to its headquarters in New York City and primary distribution center in Jefferson City, Missouri. The Company recognized a pre-tax gain of $118.2 million, which included certain transaction costs of $1.6 million incurred during the second quarter of fiscal 2026.
The Company's interim effective tax rate, inclusive of discrete items, for the three and nine monthsquarter ended FebruaryAugust 28,31, 2026 was 31.9% and 33.1%, respectively,24.0%, compared to 87.3% and 65.5%, respectively,26.7% for the prior fiscal year periods.quarter. The interim effective tax rate for the nine monthsquarter ended FebruaryAugust 28,31, 2026 variesvaried from the statutory rate primarily due to non-deductible compensation for covered executive employees andemployees, expected state and local income tax.tax and the Foreign-Derived Intangible Income (FDII) deduction.
Net incomeloss for the quarter ended FebruaryAugust 28,31, 2026 increased by $66.1$0.1 million to $62.5$71.2 million, compared to a net loss of $3.6$71.1 million in the prior fiscal year quarter. EarningsLoss per basic and diluted share of Class A and Common Stock werewas $2.61 and $2.55, respectively,$3.77 for the fiscal quarter ended FebruaryAugust 28,31, 2026, compared to a loss per basic and diluted share of $0.13$2.83 in the prior fiscal year quarter.
Net income for the nine months ended February 28, 2026 increased by $64.6 million to $47.3 million, compared to a net loss of $17.3 million in the prior fiscal year period. Earnings per basic and diluted share of Class A and Common Stock was $1.91 and $1.87, respectively, for the period ended February 28, 2026, compared to a loss per basic and diluted share of $0.61 in the prior fiscal year period.
NM Not meaningful
Revenues for the quarter ended FebruaryAugust 28,31, 2026 decreased by $5.7$3.6 million to $197.6$105.8 million, compared to $203.3$109.4 million in the prior fiscal year quarter. Trade channel revenues decreased $7.7$3.0 million, primarily duereflecting toa theco-edition shift in timing of the Dog Man publication which occurred in the second fiscal quarter compared to the third fiscal quartersale in the prior year.fiscal year quarter that did not recur in the quarter ended August 31, 2026, partially offset by higher sales resulting from the release of the paperback edition of Sunrise on the Reaping and foil editions of certain Dog Man® titles. Revenues from School Reading Events increaseddecreased $2.0$0.6 million,million. drivenRevenues byfrom higherSchool revenueReading perEvents fairare generally not significant in the book fairs channel. Revenues from the book clubs channel were relatively consistent with the priorfirst fiscal yearquarter quarter.as most schools are not in session.
Revenues for the nine months ended February 28, 2026 increased by $12.2 million to $687.9 million, compared to $675.7 million in the prior fiscal year period. Revenues from School Reading Events increased $12.7 million, driven by higher fair count and increased revenue per fair in the book fairs channel, coupled with increased redemptions of book fair incentive program credits. This was partially offset by lower book clubs channel revenues primarily due to lower sponsor participation. Trade channel revenues were relatively consistent with the prior fiscal year period, decreasing $0.5 million, with continued success in the Hunger Games®, Harry Potter® and Dog Man franchises.
Cost of goods sold for the quarter ended FebruaryAugust 28,31, 2026 was $83.7$55.4 million, or 42.4%52.4% of revenues, compared to $92.0$62.2 million, or 45.3%56.9% of revenues, in the prior fiscal year quarter. The decrease in Cost of goods sold as a percentage of revenues was primarily driven by lowertariff royaltyrefunds costsreceived as a result of a decrease induring the mixquarter ofended higher-royaltyAugust bearing31, titles2026, soldprimarily benefiting the book fairs channel, partially offset by higher postage costs in the trade channel in the quarter ended February 28, 2026, coupled with improved utilization of inventory in the book fairs channel which resulted in less excess and obsolete inventory. This was partially offset by increased tariff charges, primarily in the book fairs channel.
Cost of goods sold for the nine months ended February 28, 2026 was $292.4 million, or 42.5% of revenues, compared to $294.2 million, or 43.5% of revenues, in the prior fiscal year period. Cost of goods sold benefited from improved utilization of inventory in the book fairs and book clubs channels resulting in less excess and obsolete inventory, partially offset by increased tariff charges, primarily in the book fairs channel.
Other operating expenses for the quarter ended February 28, 2026 were $105.0 million which were comparable to $103.7 million in the prior fiscal year quarter.
Other operating expenses for the nine monthsquarter ended FebruaryAugust 28,31, 2026 increased by $3.7$7.1 million to $312.1$88.6 million,million compared to $308.4$81.5 million in the prior fiscal year period.quarter. The increase in Other operating expenses was primarily attributabledriven toby inflationaryhigher pressuresrent expense associated with the Company's leased headquarters and primary distribution facilities following the sale-leaseback transactions completed in the third quarter of fiscal 2026, as well as higher expectedemployee-related credit losses on customer receivables.expenses.
Asset impairments for the nine monthsquarter ended FebruaryAugust 28,31, 20262025 were $0.8 million. During the first quarter of fiscal 2026, theThe Company recognized an asset impairment of $0.8 million related to a certain product that is no longer being sold. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.
Segment operating income for the quarter ended February 28, 2026 increased by $1.3 million to $8.9 million, compared to $7.6 million in the prior fiscal year quarter. The improvement was primarily attributable to favorable cost of goods sold as a result of lower royalty costs in the trade channel, coupled with improved utilization of inventory in the book fairs channel which resulted in less excess and obsolete inventory.
Segment operating income for the nine months ended February 28, 2026 increased by $9.5 million to $82.6 million, compared to $73.1 million in the prior fiscal year period. The improvement was primarily attributable to increased revenues from the book fairs channel, coupled with favorable cost of goods sold as a result of improved utilization of inventory in the book fairs and book clubs channels resulting in less excess and obsolete inventory.
Education Solutions
NM Not meaningful
Revenues for the quarter ended February 28, 2026 decreased by $1.1 million to $56.1 million, compared to $57.2 million in the prior fiscal year quarter. The decrease in segment revenues was primarily driven by lower sales of supplemental curriculum products resulting from the continued challenging funding market for schools and school districts, coupled with lower subscription revenues from Magazines+. This decline was partially offset by increased revenues from sponsored programs in the quarter ended February 28, 2026.
Revenues for the nine months ended February 28, 2026 decreased by $25.7 million to $158.4 million, compared to $184.1 million in the prior fiscal year period. The decrease in segment revenues was primarily driven by lower sales of supplemental curriculum products due to the continued challenging funding market for schools and school districts, coupled with lower subscription revenues from Magazines+. Revenues from sponsored programs were relatively consistent with the prior fiscal year period.
Cost of goods sold for the quarter ended February 28, 2026 was $23.2 million, or 41.4% of revenues, which was comparable to $23.0 million, or 40.2% of revenues, in the prior fiscal year quarter. Cost of goods sold as a percentage of revenues increased due to higher shipping and postage costs related to sponsored programs.
Cost of goods sold for the nine months ended February 28, 2026 was $66.3 million, or 41.9% of revenues, compared to $77.7 million, or 42.2% of revenues, in the prior fiscal year period. Cost of goods sold as a percentage of revenues decreased due to lower product costs associated with the mix of products sold during the period ended February 28, 2026, partially offset by higher shipping and postage costs related to sponsored programs.
Other operating expenses for the quarter ended February 28, 2026 decreased by $3.0 million to $38.1 million, compared to $41.1 million in the prior fiscal year quarter. Other operating expenses for the nine months ended February 28, 2026 decreased by $11.0 million to $119.8 million, compared to $130.8 million in the prior fiscal year period. The decrease in Other operating expenses was primarily attributable to lower employee-related and external labor costs and reduced spending on general overhead expenses.
Asset impairments for the nine months ended February 28, 2026 were $3.4 million. During the second quarter of fiscal 2026, the Company recognized asset impairments of $3.4 million related to certain education products. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.
Segment operating loss for the quarter ended FebruaryAugust 28,31, 2026 decreasedincreased by $1.7$3.1 million to $5.2$38.2 million, compared to an operating loss of $6.9$35.1 million in the prior fiscal year quarter. The improvementincrease was primarily attributable to lowerhigher rent and employee-related andexpenses, externalpartially laboroffset costsby astariff wellrefunds asreceived reducedduring spendingthe onquarter generalended overheadAugust expenses.31, 2026.
Education
Segment operating lossRevenues for the nine monthsquarter ended FebruaryAugust 28,31, 2026 increaseddecreased by $6.7$9.7 million to $31.1$30.4 million, compared to an operating loss of $24.4$40.1 million in the prior fiscal year period.quarter. The overalldecrease declinein segment revenues was primarily driven by lower revenuessales of supplemental curriculum products related to continued pressure on school and thedistrict asset impairments recognized during the period ended February 28, 2026, partially offset by lower employee-related and external labor costs as well as reduced spending on general overhead expenses.spending.
Cost of goods sold for the quarter ended August 31, 2026 was $14.8 million, or 48.7% of revenues, which was comparable to $19.3 million, or 48.1% of revenues, in the prior fiscal year quarter. Cost of goods sold as a percentage of revenues increased due to higher product and royalty costs associated with the mix of products sold during the quarter ended August 31, 2026, partially offset by lower prepublication amortization resulting from certain product impairments recognized in fiscal 2026.
Other operating expenses for the quarter ended August 31, 2026 decreased by $3.1 million to $38.9 million, compared to $42.0 million in the prior fiscal year quarter. The decrease in Other operating expenses was primarily attributable to lower marketing expenses related to sponsored programs, in addition to the benefits from previous reorganizations and cost-savings initiatives.
Segment operating loss for the quarter ended August 31, 2026 increased by $2.1 million to $23.3 million, compared to an operating loss of $21.2 million in the prior fiscal year quarter. The increase was primarily attributable to lower revenues reflecting the continued pressure on school and district spending.
NM Not meaningful
The Entertainment segment includes the operations of 9 Story, as acquired on June 20, 2024, and Scholastic Entertainment Inc. ("SEI"). Refer to Note 9 "Acquisitions," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details regarding the acquisition of 9 Story.
Revenues for the quarter ended FebruaryAugust 28,31, 2026 increased by $3.2$6.5 million to $16.0$20.1 million, compared to $12.8$13.6 million in the prior fiscal year quarter. The increase in segment revenues was primarily driven by higher production revenues from services and an increase in episodic deliveries as compared to the prior fiscal year quarter.
production revenues resulting from an increase in episodic deliveries compared to the prior fiscal year quarter, as well as higher production services and distribution revenues.
Revenues for the nine months ended February 28, 2026 decreased by $1.5 million to $44.7 million, compared to $46.2 million in the prior fiscal year period. The decrease in segment revenues was primarily driven by lower production revenues as a result of fewer episodic deliveries as compared to the prior fiscal year period and lower distribution revenues. This was partially offset by increased revenues from production services.
Cost of goods sold for the quarter ended FebruaryAugust 28,31, 2026 was $9.3$12.0 million, or 58.1%59.7% of revenues, compared to $7.2$8.1 million, or 56.3%59.6% of revenues, in the prior fiscal year quarter. TheHigher increaseproduction inamortization Costand ofproduction goodscosts soldwere as a percentage of revenues was primarily drivenoffset by thelower revenuedistribution mix between production services and episodic deliveries as there is a higher cost associated with production services.costs.
Cost of goods sold for the nine months ended February 28, 2026 was $26.2 million, or 58.6% of revenues, compared to $26.1 million, or 56.5% of revenues, in the prior fiscal year period. The increase in Cost of goods sold as a percentage of revenues was primarily driven by the increase in production services revenues which have a higher cost compared to production revenues related to episodic deliveries.
Other operating expenses for the three and nine monthsquarter ended FebruaryAugust 28,31, 2026 were $10.2 million and $29.8$9.9 million, respectively, which were comparable to $9.2 million and $28.9$9.5 million, respectively, in the prior fiscal year periods.quarter.
Asset impairments for the nine months ended February 28, 2026 were $5.2 million. During the second quarter of fiscal 2026, the Company recognized asset impairments of $4.9 million related to certain film and television programs in development and $0.3 million related to its ownership interest in a children's book publishing business located in the UK. Refer to Note 5, "Asset Write Down," of Notes to the Consolidated Financial Statements in Item 8, "Consolidated Financial Statements and Supplementary Data" for further details.
Asset impairments for the three and nine months ended February 28, 2025 were $0.3 million. The Company early exited certain leased office space as a result of which the Company recognized an impairment expense of $0.3 million in the third quarter of fiscal 2025, primarily related to the right-of-use asset associated with the operating leases.
Segment operating loss for the quarter ended FebruaryAugust 28,31, 2026 was $3.5$1.8 million compared to $3.9$4.0 million in the prior fiscal year quarter. The $0.4$2.2 million improvement was primarily driven by the increased revenues during the quarter ended FebruaryAugust 28,31, 2026.
SCHL insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 5 filings (4 insiders, 4 trade dates, 345,174 shares, about $13.9M). Net open-market shares: -345,174 (purchases minus sales); net value about -$13.9M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Lick Chris |
Shares withheld for tax | 176 | $35.30 | $6.2K |
| 2026-10-01 | Quinton Sasha |
Shares withheld for tax | 1,503 | $35.30 | $53.1K |
| 2026-10-01 | Lucchese Iole |
Shares withheld for tax | 2,844 | $35.30 | $100.4K |
| 2026-10-01 | Hukkanen Paul |
Shares withheld for tax | 594 | $35.30 | $21.0K |
| 2026-10-01 | Glover Haji |
Shares withheld for tax | 1,757 | $35.30 | $62.0K |
| 2026-10-01 | Mathews Jeffrey |
Shares withheld for tax | 5,921 | $35.30 | $209.0K |
| 2026-09-29 | Mathews Jeffrey |
Grant/award | 11,702 | $34.61 | $405.0K |
| 2026-09-29 | Quinton Sasha |
Grant/award | 20,371 | $34.61 | $705.0K |
| 2026-09-29 | Lick Chris |
Grant/award | 9,188 | $34.61 | $318.0K |
| 2026-09-29 | Hukkanen Paul |
Grant/award | 3,467 | $34.61 | $120.0K |
| 2026-09-29 | Glover Haji |
Grant/award | 10,835 | $34.61 | $375.0K |
| 2026-09-29 | Lucchese Iole |
Grant/award | 24,271 | $34.61 | $840.0K |
| 2026-09-28 | Lick Chris |
Shares withheld for tax | 147 | $32.74 | $4.8K |
| 2026-09-28 | Quinton Sasha |
Shares withheld for tax | 1,254 | $32.74 | $41.1K |
| 2026-09-28 | Lucchese Iole |
Shares withheld for tax | 1,582 | $32.74 | $51.8K |
| 2026-09-28 | Hukkanen Paul |
Shares withheld for tax | 434 | $32.74 | $14.2K |
| 2026-09-23 | Lucchese Iole |
Shares withheld for tax | 3,565 | $35.09 | $125.1K |
| 2026-09-23 | Quinton Sasha |
Shares withheld for tax | 2,786 | $35.09 | $97.8K |
| 2026-09-23 | Lick Chris |
Shares withheld for tax | 1,119 | $35.09 | $39.3K |
| 2026-09-23 | Glover Haji |
Shares withheld for tax | 2,626 | $35.09 | $92.1K |
| 2026-09-23 | Hukkanen Paul |
Shares withheld for tax | 710 | $35.09 | $24.9K |
| 2026-09-23 | Mathews Jeffrey |
Shares withheld for tax | 2,110 | $35.09 | $74.0K |
| 2026-09-16 | Walker Verdell |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-09-16 | Li Linda |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-09-16 | Guerrier Alix |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-09-16 | Dumont Robert Louis |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-09-16 | Wolff Anne Clarke |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-09-16 | Alonso Andres A |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-09-16 | Alberti-Perez Milena |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-09-16 | Barge James W |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-09-16 | Henderson Kaya |
Grant/award | 3,700 | $35.13 | $130.0K |
| 2026-08-26 | Alonso Andres A |
Option exercise | 2,112 | $38.56 | $81.4K |
| 2026-08-26 | Alonso Andres A |
Open-market sale | 2,112 | $40.28 | $85.1K |
| 2026-08-26 | Lucchese Iole |
Open-market sale | 289,624 | $39.76 | $11.5M |
| 2026-08-07 | Quinton Sasha |
Open-market sale | 22,151 | $42.00 | $930.3K |
| 2026-08-07 | Quinton Sasha |
Option exercise | 22,151 | $20.63 | $457.0K |
| 2026-08-06 | Henderson Kaya |
Open-market sale | 3,250 | $40.25 | $130.8K |
| 2026-08-06 | Quinton Sasha |
Option exercise | 7,549 | $20.63 | $155.7K |
| 2026-08-06 | Quinton Sasha |
Open-market sale | 5,139 | $41.74 | $214.5K |
| 2026-08-06 | Quinton Sasha |
Open-market sale | 2,410 | $42.05 | $101.3K |
| 2026-08-05 | Quinton Sasha |
Option exercise | 20,488 | $20.63 | $422.7K |
| 2026-08-05 | Quinton Sasha |
Open-market sale | 20,488 | $43.17 | $884.5K |
| 2026-07-21 | Peter Warwick |
Grant/award | 46,425 | $46.44 | $2.2M |
| 2026-07-21 | Peter Warwick |
Shares withheld for tax | 25,674 | $46.44 | $1.2M |
| 2026-07-01 | Peter Warwick |
Grant/award | 8,007 | $46.83 | $375.0K |
| 2026-07-01 | Peter Warwick |
Shares withheld for tax | 8,345 | $46830.00 | $390.8M |
| 2026-05-07 | Peter Warwick |
Option exercise | 2,112 | $38.56 | $81.4K |
| 2026-05-07 | Peter Warwick |
Shares withheld for tax | 2,033 | $40.07 | $81.5K |
Well-known investors holding SCHL (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 287,479 | $13.2M | 0.0% | Reduced 5% |
| Millennium Management (Israel Englander) | 2026-06-30 | 95,416 | $4.4M | 0.0% | Reduced 52% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 40,970 | $1.9M | 0.0% | Reduced 47% |
| D. E. Shaw & Co. | 2026-06-30 | 33,759 | $1.6M | 0.0% | Added 57% |
| Two Sigma Investments | 2026-06-30 | 33,591 | $1.5M | 0.0% | Reduced 19% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 28,322 | $1.3M | 0.0% | Reduced 7% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 25,261 | $1.2M | 0.0% | New position |