Scholastic Corporation has announced a modified Dutch auction tender offer that will allow shareholders to tender up to $200 million of common stock at a price between $36.00 and $40.00 per share, with the final purchase price set at the lowest price at which the company can acquire the targeted amount. The offer will close on April 20 2026 unless the company extends or terminates it earlier.
The tender offer is part of a broader capital‑allocation strategy that has been accelerated by the company’s recent sale‑leaseback transactions of its New York City headquarters and Jefferson City distribution facility, which generated more than $400 million in net proceeds. Those proceeds are being used to reduce debt and fund share repurchases, while the company maintains liquidity to support future growth initiatives.
Management has indicated that the company believes its shares are undervalued and that the buyback program signals confidence in the long‑term value of the business. The program also aligns with Scholastic’s long‑term net leverage target of 2.0‑2.5× adjusted EBITDA, reinforcing a disciplined balance‑sheet approach.
In its most recent earnings release, Scholastic reported third‑quarter fiscal 2026 results that included an earnings per share of –$0.15 versus an estimate of –$0.60, a beat of $0.45 or 75 % relative to expectations. Revenue of $329.1 million fell short of the $331.53 million estimate, a miss of $2.43 million or 0.7 %. The EPS beat was largely driven by cost controls and margin improvement, while the revenue miss reflected weaker demand in certain segments, offsetting gains in others.
The market has responded positively to the announcement, with the stock trading near its 52‑week high and having surged 81 % over the past year. The buyback, coupled with the liquidity generated from real‑estate transactions, has been viewed as a strong signal of shareholder value creation and financial flexibility.
The tender offer will reduce the number of outstanding shares, improving earnings per share and potentially increasing the company’s return on equity. It also demonstrates Scholastic’s commitment to returning excess capital to shareholders while maintaining a robust balance sheet to fund strategic initiatives and navigate market headwinds.
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