Item 8.01 - Other Information

Scholastic Corporation (the "Company") entered into a share repurchase agreement
dated as of January 12, 2022 (the "Repurchase Agreement"), to purchase shares of
its common stock, par value $0.01 per share ("Common Shares"), from the Estate
of M. Richard Robinson, Jr. (the "Estate") in a private transaction. Pursuant to
the Repurchase Agreement, the Company purchased 300,000 Common Shares on January
19, 2022 at a price of $40.64794 per share from the Estate, representing an
aggregate purchase price of $12,194,382. The price per share paid represented a
4.2% discount to the closing price of the stock ($42.43) on the date of
execution of the Repurchase Agreement. The Estate holds certain Common Shares,
as well as the shares of Class A Stock, of the Company previously owned by the
late M. Richard Robinson, Jr., the Company's former Chairman of the Board and
Chief Executive Officer.

Iole Lucchese, Chair of the Board of Directors of the Company (the "Board") and
Executive Vice President, Chief Strategy Officer of the Company and President of
Scholastic Entertainment, and Andrew S. Hedden, Executive Vice President and
General Counsel of the Company, are the Preliminary Co-Executors of the Estate.

The Board (without Ms. Lucchese's participation) reviewed and approved the
transaction upon the recommendation of the Company's Audit Committee (the
"Committee"), which consists entirely of independent directors with no financial
interests in the transaction. In approving the transaction, the Committee,
assisted by outside counsel and an independent financial advisory firm,
evaluated the transaction and considered a variety of factors including: (i) the
Company's capacity to execute the transaction under its existing share
repurchase program; (ii) the limited amount of Common Shares that the Company
has been able to repurchase subject to the Rule 10b-18 safe harbor guidelines
since it recently restarted purchases under its share repurchase program; (iii)
the Company's current share repurchase goals; (iv) the Company's available cash
position; (v) the Company's desire to reverse the impact of dilutive issuances
of Common Shares under its compensatory programs; (vi) the ability to execute
the transaction without the need for the Company to pay brokerage fees on the
shares to be repurchased; (vii) the information obtained from the independent
financial adviser selected by the Committee; and (viii) the material terms of an
indicative offer made to the Estate for a purchase of the shares by an
independent third party financial institution.

The amount of Common Shares repurchased by the Company represents less than 1.0%
of the Company's issued and outstanding Common Shares, and the repurchase was
made pursuant to the Company's current share repurchase program as previously
approved by the Board. Following such repurchase, approximately $50.148 million
remains available under the current Board authorization for further repurchases,
from time to time as conditions allow, on the open market or through negotiated
private transactions. Including the Common Shares repurchased from the Estate in
the transaction reported today, the total amount of shares repurchased by the
Company fiscal-year-to-date is 434,579.

The Estate has advised the Company that it will be applying a substantial
portion of the proceeds of the sale to repay certain obligations of Mr. Robinson
which have become obligations of the Estate, including an outstanding secured
margin loan for which certain Common Shares held by the Estate were collateral
and certain mortgage indebtedness.




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Item 9.01 - Financial Statements and Exhibits



(a)          Not applicable.
(b)          Not applicable.
(c)          Not applicable.
(d)          The following exhibits are filed as part of this report:

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Interactive Data File (embedded within the Inline XBRL


                                     104                     document).

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