SCHL 8-K
Scholastic Corp (SCHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On December 17, 2025, Scholastic Corporation (the “Company”) completed the previously announced sale-leaseback transactions for its headquarter location in New York City (555-557 Broadway) and its primary distribution facility in Jefferson City, Missouri, contemplated by the Contract of Purchase and Sale dated as of December 1, 2025, by and between Scholastic 557 Broadway, L.L.C. and ESRT 555-557 Broadway, L.L.C. (SoHo Purchase Agreement) and by the Contract of Purchase and Sale Agreement dated as of December 1, 2025, by and between Scholastic Inc. and FNLR Fortuna Major LLC (Jefferson City Purchase Agreement).
As noted in the press release attached as Exhibit 99.1 to this report on Form 8-K, the two sale leaseback transactions generated $481 in total proceeds, with estimated net proceeds (after taxes, fees and other transaction related expenses) estimated to be $401 million.
The foregoing descriptions are not intended to be complete descriptions of the SoHo Purchase Agreement or the Jefferson City Purchase Agreement or the transactions contemplated therein and are qualified in their entirety by reference to the full text of the relevant Purchase Agreement, copies of which were filed as: (i) Exhibit 10.1 (SoHo Purchase Agreement) to the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2025, and (ii) Exhibit 10.3 (Jefferson City Purchase Agreement) to the Company’s Current Report on Form 8-K that was filed with the SEC on December 5, 2025, each of which is incorporated herein by reference.
Pursuant to the terms of the SoHo Purchase Agreement, upon the closing of the SoHo Sale-Leaseback Transaction, Scholastic and ESRT entered into a lease agreement (the “SoHo Lease”), pursuant to which ESRT has leased floors six through twelve of the SoHo Building to Scholastic for an initial term of fifteen (15) years, with two (2) renewal options of ten (10) years each, and license storage space in the basement and sub-basement of the SoHo Building.
The total Fixed Rent (as defined in the lease agreement) is $333,059,306.47 in the aggregate for the initial lease term. Scholastic will also be responsible for the payment of a proportionate share of increases in operating expenses, property taxes, and insurance for the SoHo Property.
Pursuant to the terms of the Jefferson City Purchase Agreement, at the closing of the Jefferson City Sale-Leaseback Transaction, Scholastic and FNLR entered into a lease (the “Jefferson City Lease”), pursuant to which FNLR has leased the entirety of the Jefferson City Property to Scholastic for an initial term of twenty (20) years, with two (2) renewal options of ten (10) years each. The total annual base rent under the Jefferson City Lease will be approximately $6,886,000 for the initial year of the Jefferson City Lease and will be adjusted on each anniversary of the effective date of the Jefferson City Lease by the annual change in CPI subject to a 4% cap and 1% collar. The Jefferson City Lease is a triple net lease, pursuant to which all costs, expenses, and obligations relating to the Jefferson City Property, including repair and maintenance charges, utility charges, real estate taxes or other taxes that may be imposed that relate to the Jefferson City Property, shall be paid by Scholastic.
The foregoing descriptions are not intended to be complete descriptions of the SoHo Lease Agreement or the Jefferson City Lease Agreement or the transactions contemplated therein and are qualified in their entirety by reference to the full text of the relevant Lease Agreement, copies of which were filed as: (i) Exhibit 10.2 (SoHo Lease Agreement) to the Company’s Current Report on Form 8-K that was filed with the SEC on December 5, 2025, and (ii) Exhibit 10.4 (Jefferson City Lease Agreement) to the Company’s Current Report on Form 8-K that was filed with the SEC on December 5, 2025, each of which is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated into this Item by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release announcing completion of previously announced sale-leaseback transactions for 555-557 Broadway headquarter location and Jefferson City, Missouri distribution facility. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCHOLASTIC CORPORATION | ||||||
| Date: December 18, 2025 | By: | /s/ Chris Lick | ||||
| Chris Lick Executive Vice President, General Counsel and Secretary | ||||||
Exhibit 99.1
Scholastic Closes Highly Accretive Sale-Leaseback Transactions for New York City
Headquarters and Jefferson City Distribution Center
Transactions Generate $401 Million in Estimated Net Proceeds
New York, NY – December 18, 2025 – Scholastic Corporation (NASDAQ: SCHL), the global children’s publishing, education and media company, today announced the successful completion of its previously announced sale-leaseback transactions for its headquarters location in New York City (“555-557 Broadway”) and its primary distribution facility in Jefferson City, Missouri (“Jefferson City”).
The transactions generated $481 million in total proceeds. Net of taxes, fees and other transaction related expense, the Company estimates net proceeds to be $401 million, which will be used in accordance with its capital allocation priorities, including share repurchases.
Iole Lucchese, Chair of the Board of Directors, said, “This successful outcome reflects the Board’s disciplined oversight and thoughtful approach to capital allocation. Unlocking value from non-operating assets in this manner positions Scholastic to accelerate its commitment to sustained value creation for shareholders, driving long-term growth and returning capital.”
Peter Warwick, President and Chief Executive Officer, added, “These transactions mark an important milestone for Scholastic, both generating significant liquidity and reducing our operating footprint. We have meaningfully increased our ability to deploy capital in support of shareholder returns and long-term value creation, while continuing our progress improving operational efficiencies.”
As previously disclosed, Scholastic sold 555-557 Broadway to a subsidiary of Empire State Realty Trust, Inc. and the Jefferson City distribution center to funds managed by affiliates of Fortress Investment Group.
The Company will provide additional details on the benefit of the transactions during its earnings conference call scheduled for 4:30 p.m. ET today, December 18, 2025.
Advisors
Newmark Group, Inc. served as exclusive financial advisor to Scholastic Corporation on both sale-leaseback transactions. Hogan Lovells served as legal counsel, and Gagnier Communications served as strategic communications advisor to Scholastic Corporation on the transactions.
About Scholastic
For more than 100 years, Scholastic Corporation (NASDAQ: SCHL) has been meeting children where they are – at school, at home and in their communities – by creating quality content and experiences, all beginning with literacy. Scholastic delivers stories, characters, and learning moments that empower all kids to become lifelong readers and learners through bestselling children’s books, literacy- and knowledge-building resources for schools including classroom magazines, and award-winning, entertaining children’s media. As the world’s largest publisher and distributor of children’s books through school-based book clubs and book fairs, classroom libraries, school and public libraries, retail, and online, and with a global reach into more than 135 countries, Scholastic encourages the personal and intellectual growth of all children, while nurturing a lifelong relationship with reading, themselves, and the world around them. Learn more at www.scholastic.com.
SCHL: Financial
Forward Looking Statements Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “potential”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or “projects”, or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “will”, “should”, “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. All statements other than statements of historical fact, including those that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance, are not historical facts and constitute forward-looking statements involving estimates, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. Such statements reflect Scholastic’s current views and intentions in respect to future events, arrived at based on current information available to Scholastic, and are subject to risks, uncertainties and assumptions as referred to above. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking statements to vary from those referred to herein should one or more of these risks or uncertainties materialize, including those risk factors discussed or referred to in Scholastic’s disclosure documents filed with the U.S. Securities and Exchange Commission (the “SEC”) available on the SEC’s website at www.sec.gov, including Scholastic’s most recent Annual Report on Form 10-K and quarterly report on Form 10-Q.
Contact: Scholastic Corporation
Investors: Jeffrey Mathews, (212) 343-6741 [email protected]
Media: Anne Sparkman, (212) 343-6657 [email protected]