McGraw Hill, Inc. Reports Fiscal Second Quarter 2026 Results

COLUMBUS, Ohio--( BUSINESS WIRE)--McGraw Hill, Inc. (NYSE: MH) (“McGraw Hill” or the “Company”), a leading global provider for education solutions from preK-12 through higher education and professional learning, today announced financial results for its fiscal second quarter 2026 ended September 30, 2025.

Fiscal Second Quarter 2026 Key Financial Highlights

McGraw Hill demonstrated financial resilience with re-occurring and digital revenue growth despite the anticipated smaller K-12 market opportunity.

"With market share gains and the expansion of AI-powered tools, we are advancing personalized learning at scale while investing in growth beyond our core offerings," said Simon Allen, McGraw Hill Chairman, President and Chief Executive Officer. “Our fiscal second quarter performance highlights how McGraw Hill successfully empowered educators and learners during the back-to-school season with innovative and efficacious solutions. We remain committed to shaping the future of education by integrating research-driven pedagogy, high-quality content, and a wealth of student data to deliver learner outcomes beyond what technology alone can achieve."

"Our fiscal second quarter results highlight the strength, scalability, and diversity of our business model, driven by the execution of effective strategies that fueled continued momentum in digital and re-occurring revenue,” said Bob Sallmann, McGraw Hill Executive Vice President and Chief Financial Officer. “With notable market share gains, disciplined capital allocation, and a stronger balance sheet, we believe we are well-positioned to deliver sustained value for all stakeholders while continuing to invest in innovation and optimize our operations.”

Fiscal Second Quarter 2026 Business Highlights

The Company remains focused on delivering innovative solutions, advancing personalized learning, and strengthening its financial position.

Strategic Highlights

McGraw Hill continued to deliver AI-driven innovation by strategically leveraging the Company’s high-quality content, expansive proprietary data set, and domain expertise to deliver personalized learning solutions.

Segment Highlights

McGraw Hill’s diverse portfolio of education solutions, serving the entire learning lifecycle, has largely insulated the impact of the anticipated smaller K-12 market opportunity, with Higher Education delivering double-digit revenue growth and increased market share.

Higher Education

K-12

Global Professional and International

Fiscal Second Quarter 2026 Financial Highlights

Three Months Ended September 30,

Six Months Ended September 30,

($ in thousands)

2025

2024

2025

2024

Revenue

669,187

688,590

1,204,897

1,211,544

Cost of sales (excluding depreciation and amortization)

139,077

153,358

262,461

278,648

Operating and administrative expenses

299,477

277,595

541,026

523,866

Net income (loss)

105,284

133,403

105,786

123,956

Adjusted EBITDA (1)

286,406

290,337

477,822

468,931

Net income (loss) margin

15.7

19.4

8.8

10.2

Adjusted EBITDA Margin (1)

42.8

42.2

39.7

38.7

Adjusted net income (loss) (1)

261,039

261,707

261,331

347,651

Fiscal Year 2026 Guidance

The following fiscal year 2026 guidance is forward-looking, and is based on the Company’s current expectations. Actual results may differ materially from what is indicated below.

Fiscal Year 2026 Guidance - Prior

Fiscal Year 2026 Guidance - Updated

As of August 14, 2025

As of November 12, 2025

($ in millions)

Low

High

Low

High

Revenue

1,986

2,046

2,031

2,061

Re-occurring Revenue

1,477

1,517

1,504

1,524

Adjusted EBITDA (1)

663

703

702

722

Earnings Conference Call and Webcast

Today, November 12, 2025, at 8:30 a.m. ET, McGraw Hill will host a conference call via webcast to review fiscal second quarter 2026 results and provide a business update. The webcast will be hosted by Simon Allen, Chairman, President and Chief Executive Officer, and Bob Sallmann, Executive Vice President and Chief Financial Officer, and will conclude with a question-and-answer session.

To access the live webcast or to view a replay, visit the Company's investor relations website at investors.mheducation.com.

The live question and answer portion of the call can be accessed by registering online at the Event Registration Page at which time registrants will receive dial-in information as well as a conference ID. Registration can be completed in advance of the conference call.

About McGraw Hill

McGraw Hill (NYSE: MH) is a leading global provider of education solutions for preK-12, higher education and professional learning, supporting the evolving needs of millions of educators and students around the world. We provide trusted, high-quality content and personalized learning experiences that use data, technology and learning science to help students progress towards their goals. Through our commitment to fostering a culture of innovation and belonging, we are dedicated to improving outcomes and access to education for all. We have over 30 offices across North America, Asia, Australia, Europe, the Middle East and South America, and make our learning solutions available in more than 80 languages. The Company’s fiscal year is the 52-week period ended March 31. Visit us at mheducation.com or find us on Facebook, Instagram, LinkedIn or X.

Safe Harbor Statement

This press release includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “projects,” “intends,” “plans,” “may,” “will,” “should” or “seeks,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include, but are not limited to, statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties, as they relate to events and depend on circumstances that may or may not occur in the future. The Company’s expectations, beliefs and projections are expressed in good faith, and the Company believes there is a reasonable basis for them; however, the Company cautions readers that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition and liquidity, and the developments in the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this press release, including those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus filed pursuant to Rule 424(b) under the Securities Act, filed on July 24, 2025, the Company’s Quarterly Report on Form 10-Q, filed on November 12, 2025, and in other filings made with the U.S. Securities and Exchange Commission. In addition, even if our results of operations, financial condition and liquidity, and the developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements the Company makes in this press release speak only as of the date of such statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information. future developments or otherwise, except as may be required by any applicable securities law.

(1) Non-GAAP Financial Measures

In addition to presenting financial results that have been prepared in accordance with generally accepted principles in the United States (“GAAP”), we have included in this release the following non-GAAP financial measures—EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income (loss), Adjusted basic and diluted earnings (loss) per share, Adjusted operating and administrative expenses, Adjusted selling and marketing expenses, Adjusted general and administrative expenses and Adjusted research and development expenses. All such financial measures that are not required by or presented in accordance with GAAP. We believe that these non-GAAP financial measures are useful in evaluating our business and the underlying trends that affect our performance. The Company has included non-GAAP financial measures within the meaning of Regulation G and Item 10(e) of Regulation S-K. We include these non-GAAP financial measures in this release because management uses them to assess our performance. We believe that they reflect the underlying trends and indicators of our business and allow management to focus on the most meaningful indicators of our continuous operational performance. Although we believe these measures are useful for investors for the same reasons, readers of the financial statements herein should note that these measures are not a substitute for GAAP financial measures or disclosures. Each of these measures is not a recognized term under GAAP and does not purport to be an alternative to net income (loss), or any other measure derived in accordance with GAAP as a measure of operating performance, or to cash flows from operations as a measure of liquidity. Such measures are presented for supplemental information purposes only, have limitations as analytical tools and should not be considered in isolation or as substitute measures for our results as reported under GAAP. Management uses non-GAAP financial measures to supplement GAAP results to provide a more complete understanding of the factors and trends affecting our business, rather than evaluating GAAP results alone. Because not all companies use identical calculations, our measures may not be comparable to other similarly titled measures of other companies, and our use of these measures varies from others in our industry. Such measures are not intended to be a measure of cash available for management’s discretionary use, as they may not capture actual cash obligations associated with interest payments, other debt service requirements and taxes. Because of these limitations, we rely primarily on our GAAP results and use these non-GAAP measures only supplementally. See “Reconciliations of Non-GAAP Financial Measures” in the “Supplemental Information” section below and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Quarterly Report on Form 10-Q filed on November 12, 2025, for reconciliations of non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP.

Forward-Looking Non-GAAP Financial Measures

This press release contains forward-looking estimates of Adjusted EBITDA for fiscal year 2026. We provide this non-GAAP measure to investors on a prospective basis for the same reasons (as set forth above) that we provide it to investors on a historical basis. We are unable to provide a reconciliation of our forward-looking estimate of fiscal year 2026 net income (loss) to a forward-looking estimate of fiscal year 2026 Adjusted EBITDA because certain information needed to make a reasonable forward-looking estimate of net income (loss) for fiscal year 2026 is unreasonably difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control. In addition, we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on our future financial results. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; dollars in thousands, except for share and per share data)

Three Months Ended

September 30,

Six Months Ended

September 30,

2025

2024

2025

2024

Revenue

669,187

688,590

1,204,897

1,211,544

Cost of sales (excluding depreciation and amortization)

139,077

153,358

262,461

278,648

Gross profit

530,110

535,232

942,436

932,896

Operating expenses

Operating and administrative expenses

299,477

277,595

541,026

523,866

Depreciation

17,723

18,307

34,910

32,741

Amortization of intangibles

56,385

60,234

113,750

121,413

Total operating expenses

373,585

356,136

689,686

678,020

Operating income (loss)

156,525

179,096

252,750

254,876

Interest expense (income), net

55,940

80,146

114,714

161,022

(Gain) loss on extinguishment of debt

16,361

2,719

16,361

2,719

Income (loss) from operations before taxes

84,224

96,231

121,675

91,135

Income tax provision (benefit)

(21,060

)

(37,172

)

15,889

(32,821

)

Net income (loss)

105,284

133,403

105,786

123,956

Basic earnings (loss) per share

0.57

0.80

0.60

0.74

Diluted earnings (loss) per share

0.57

0.80

0.60

0.74

_________________

(1) See “Supplemental Information—Reconciliations of Non-GAAP Financial Measures; Non-GAAP operating and administrative expenses” for a breakdown of our GAAP operating and administrative expenses and a reconciliation to the corresponding Non-GAAP financial measure.

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except for share data)

September 30, 2025

March 31, 2025

(Unaudited)

Assets

Current assets

Cash and cash equivalents

463,187

389,830

Accounts receivable, net of allowance for credit losses of $10,774 and $13,521 as of September 30, 2025 and March 31, 2025, respectively

666,767

338,426

Inventories, net

132,962

174,018

Prepaid and other current assets

161,487

150,357

Total current assets

1,424,403

1,052,631

Product development costs, net

240,317

222,182

Property, plant and equipment, net

97,273

95,197

Goodwill

2,557,595

Other intangible assets, net

1,340,806

1,454,185

Deferred income taxes

7,041

7,983

Operating lease right-of-use assets

48,238

49,661

Other non-current assets

329,716

318,326

Total assets

6,045,389

5,757,760

Liabilities and stockholders' equity (deficit)

Current liabilities

Accounts payable

125,696

146,742

Accrued royalties

108,663

71,457

Accrued compensation

65,822

124,954

Deferred revenue

966,940

794,031

Current portion of long-term debt

13,170

Operating lease liabilities

8,002

8,042

Other current liabilities

121,387

172,023

Total current liabilities

1,409,680

1,330,419

Long-term debt

2,796,958

3,164,551

Deferred income taxes

15,834

15,656

Long-term deferred revenue

946,621

882,156

Operating lease liabilities

62,302

64,737

Other non-current liabilities

19,402

19,997

Total liabilities

5,250,797

5,477,516

Commitments and contingencies

Stockholders' equity (deficit)

Class A voting common stock, par value $0.01 per share; 186,471,212 shares authorized, 165,160,216 shares issued and outstanding as of March 31, 2025

—

1,652

Class B non-voting common stock, par value $0.01 per share; 14,384,922 shares authorized, 1,451,303 shares issued and outstanding as of March 31, 2025

—

Common stock, par value $0.01 per share; 2,000,000,000 shares authorized, 191,001,519 shares issued and outstanding as of September 30, 2025; and no shares authorized, issued and outstanding as of March 31, 2025

1,910

—

Additional paid-in capital

1,968,556

1,562,204

Accumulated deficit

(1,175,414

)

(1,281,200

)

Accumulated other comprehensive income (loss)

(460

)

(2,426

)

Total stockholders' equity (deficit)

794,592

280,244

Total liabilities and stockholders' equity (deficit)

6,045,389

5,757,760

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; dollars in thousands)

Six Months Ended September 30,

2025

2024

Operating activities

Net income (loss)

105,786

123,956

Adjustments to reconcile net income (loss) to net cash provided by operating activities

Depreciation (including amortization of technology costs)

34,910

32,741

Amortization of intangibles

113,750

121,413

Amortization of product development costs

32,016

31,902

Amortization of deferred royalties

58,257

55,189

Amortization of deferred commission costs

12,633

9,832

Stock-based compensation

31,076

—

Credit losses on accounts receivable

236

(1,565

)

Unrealized (gain) loss on interest rate cap

—

233

Inventory obsolescence

8,159

8,565

Deferred income taxes

942

(617

)

Amortization of debt discount

6,841

7,646

Amortization of deferred financing costs

2,534

6,770

(Gain) loss on extinguishment of debt

16,361

2,719

Changes in operating assets and liabilities:

Accounts receivable

(324,370

)

(367,593

)

Inventories

33,526

61,152

Prepaid and other current assets

(99,107

)

(139,224

)

Accounts payable and accrued expenses

(39,634

)

39,533

Deferred revenue

236,074

412,857

Other current liabilities

(53,189

)

18,039

Other changes in operating assets and liabilities, net

(8,470

)

(11,085

)

Cash provided by (used for) operating activities

168,331

412,463

Investing activities

Product development expenditures

(49,076

)

(38,447

)

Capital expenditures

(37,478

)

(29,033

)

Cash provided by (used for) investing activities

(86,554

)

(67,480

)

Financing activities

Payment of A&E Term Loan Facility

(392,283

)

—

Payment of Term Loan Facility

—

(754,875

)

Borrowings on 2024 Secured Notes

—

650,000

Payment of finance lease obligations

(3,747

)

(5,397

)

Payment of deferred financing costs

—

(24,027

)

Proceeds from issuance of common stock in Initial Public Offering, net of underwriting discounts

392,862

—

Deferred Initial Public Offering costs

(5,185

)

—

Cash provided by (used for) financing activities

(8,353

)

(134,299

)

Effect of exchange rate changes on cash

(67

)

1,683

Net change in cash and cash equivalents

73,357

212,367

Cash and cash equivalents, at the beginning of the period

389,830

203,618

Cash and cash equivalents, at the end of the period

463,187

415,985

Supplemental disclosures

Cash paid for interest expense

113,238

145,227

Cash paid for income taxes

71,027

26,707

Supplemental Information

Reconciliations of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

“EBITDA” is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization.

“Adjusted EBITDA” is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), impairment charges, transaction and integration costs, stock-based compensation, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Further, although not included in the calculation of Adjusted EBITDA below, we may at times add estimated cost savings and operating synergies related to operational changes ranging from acquisitions or dispositions to restructurings, and exclude one-time transition expenditures.

“Adjusted EBITDA Margin” is calculated by dividing Adjusted EBITDA by total revenue.

The following table presents a reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measure for the three and six months ended September 30, 2025 and 2024:

Three Months Ended

September 30,

Six Months Ended

September 30,

($ in thousands)

2025

2024

2025

2024

Net income (loss)

105,284

133,403

105,786

123,956

Interest expense (income), net

55,940

80,146

114,714

161,022

Income tax provision (benefit)

(21,060

)

(37,172

)

15,889

(32,821

)

Depreciation, amortization and product development amortization

92,822

97,176

180,676

186,056

EBITDA

232,986

273,553

417,065

438,213

Restructuring and cost savings implementation charges (a)

1,774

6,751

4,880

13,322

Advisory fees (b)

625

2,500

3,125

5,000

Transaction and integration costs (c)

170

770

270

1,864

Stock-based compensation (d)

31,076

—

31,076

—

Gain (loss) on extinguishment of debt (e)

16,361

2,719

16,361

2,719

Other (f)

3,414

4,044

5,045

7,813

Adjusted EBITDA

286,406

290,337

477,822

468,931

Total Revenue

669,187

688,590

1,204,897

1,211,544

Net income (loss) margin

15.7

19.4

8.8

10.2

Adjusted EBITDA Margin

42.8

42.2

39.7

38.7

__________________

(a) Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our restructuring initiatives.

(b) For the three and six months ended September 30, 2025 and 2024, represents the pro rata portion of the annual $10.0 million of advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025).

(d) Represents stock-based compensation expense related to awards granted to our employees, directors and consultants under the Company's long-term incentive plans.

(e) Represents accelerated amortization of debt discount and deferred financing costs related to the A&E Term Loan Facility paydown from IPO proceeds.

(f) For the three months ended September 30, 2025 and 2024, this amount represents (i) foreign currency exchange transaction impact of $0.1 million and $(1.3) million, respectively, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $1.7 million and $1.0 million, respectively, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025) of $0.1 million and $0.1 million, respectively, (iv) post-acquisition compensation expense of nil and $0.2 million, respectively, associated with the acquisition of Boards & Beyond, (v) non-recurring transaction-related costs associated with the Initial Public Offering that were expensed as incurred of $0.9 million and $2.0 million, respectively, and (vi) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $0.6 million and $2.0 million, respectively, that are primarily related to individually insignificant miscellaneous items, including third-party consulting and advisory fees associated with system and process rationalization initiatives and certain additional payments related to incremental insurance premiums and policies as a result of the Platinum acquisition that did not renew after the consummation of the IPO on July 25, 2025.

For the six months ended September 30, 2025 and 2024, this amount represents (i) foreign currency exchange transaction impact of $(1.8) million and $(0.7) million, respectively, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $2.5 million and $2.4 million, respectively, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025) of $0.2 million and $0.4 million, respectively, (iv) post-acquisition compensation expense of nil and $0.4 million, respectively, associated with the acquisition of Boards & Beyond, (v) non-recurring transaction-related costs associated with the IPO that were expensed as incurred of $2.8 million and $2.0 million, respectively, and (vi) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $1.3 million and $3.3 million, respectively, primarily related to individually insignificant miscellaneous items, including asset dispositions, third-party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Platinum acquisition that did not renew after the consummation of the IPO on July 25, 2025.

Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share

“Adjusted net income (loss)” is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), impairment charges, transaction and integration costs, stock-based compensation, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations and the related tax impact of those adjustments.

Adjusted basic and diluted earnings (loss) per share is calculated by dividing Adjusted net income (loss) by the basic and diluted weighted average shares outstanding.

The following table presents a reconciliation of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share to the most directly comparable GAAP financial measure for the three and six months ended September 30, 2025 and 2024:

Three Months Ended

September 30,

Six Months Ended

September 30,

($ in thousands)

2025

2024

2025

2024

Net income (loss)

105,284

133,403

105,786

123,956

Amortization of intangible assets (1)

56,211

60,038

113,379

121,033

Restructuring and cost savings implementation charges (2)

1,774

6,751

4,880

13,322

Advisory fees (2)

625

2,500

3,125

5,000

Transaction and integration costs (2)

170

770

270

1,864

Stock-based compensation (2)

31,076

—

31,076

—

Gain (loss) on extinguishment of debt (2)

16,361

2,719

16,361

2,719

Other (2)

3,414

4,044

5,045

7,813

Tax impact of adjustments (3)

46,124

51,482

(18,591

)

71,944

Adjusted net income (loss)

261,039

261,707

261,331

347,651

Basic earnings (loss) per share

0.57

0.80

0.60

0.74

Diluted earnings (loss) per share

0.57

0.80

0.60

0.74

Adjusted basic earnings (loss) per share

1.41

1.57

1.49

2.09

Adjusted diluted earnings (loss) per share

1.40

1.57

1.48

2.09

Basic weighted-average shares outstanding

185,169,128

166,611,519

175,941,027

166,611,519

Diluted weighted-average shares outstanding

185,832,674

166,611,519

176,274,613

166,611,519

_____________

(1) Represents amortization of definite-lived acquired intangible assets.

(2) Represents the same adjustments used in calculating EBITDA and Adjusted EBITDA.

(3) Represents the tax impact of these adjustments, which are pre-tax, based upon the effective income tax rate.

Non-GAAP operating and administrative expenses

“Adjusted operating and administrative expenses” is defined as GAAP operating and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), transaction and integration costs, stock-based compensation, amortization of product development costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

“Adjusted selling and marketing expenses” is defined as GAAP selling and marketing expenses adjusted to exclude stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

“Adjusted general and administrative expenses” is defined as GAAP general and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), transaction and integration costs, stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

“Adjusted research and development expenses” is defined as GAAP research and development expenses adjusted to exclude stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

The following table presents a reconciliation of these non-GAAP operating and administrative expenses to the most directly comparable GAAP financial measure for the three and six months ended September 30, 2025 and 2024:

Three Months Ended

September 30,

Six Months Ended

September 30,

($ in thousands)

2025

2024

2025

2024

Operating and administrative expenses

299,477

277,595

541,026

523,866

Restructuring and cost savings implementation charges

(1,774

)

(6,751

)

(4,880

)

(13,322

)

Advisory fees

(625

)

(2,500

)

(3,125

)

(5,000

)

Transaction and integration costs

(170

)

(770

)

(270

)

(1,864

)

Amortization of product development costs

(18,714

)

(18,635

)

(32,016

)

(31,902

)

Stock-based compensation

(31,076

)

—

(31,076

)

—

Other

(3,414

)

(4,044

)

(5,045

)

(7,813

)

Adjusted operating and administrative expenses (1)

243,704

244,895

464,614

463,965

Selling and marketing

99,964

104,453

187,361

189,984

Stock-based compensation

(1,141

)

—

(1,141

)

—

Other

(1,180

)

(776

)

(1,601

)

(1,999

)

Adjusted selling and marketing expenses (1)

97,643

103,677

184,619

187,985

General and administrative

111,148

91,015

186,540

175,038

Restructuring and cost savings implementation charges

(1,774

)

(6,751

)

(4,880

)

(13,322

)

Advisory fees

(625

)

(2,500

)

(3,125

)

(5,000

)

Transaction and integration costs

(170

)

(770

)

(270

)

(1,864

)

Stock-based compensation

(24,794

)

—

(24,794

)

—

Other

(1,849

)

(3,038

)

(2,752

)

(5,398

)

Adjusted general and administrative expenses (1)

81,936

77,956

150,719

149,454

Research and development

69,651

63,492

135,109

126,942

Stock-based compensation

(5,141

)

—

(5,141

)

—

Other

(385

)

(230

)

(692

)

(416

)

Adjusted research and development expenses (1)

64,125

63,262

129,276

126,526

_____________

(1) We calculate each of these measures by using the same adjustments used in calculating EBITDA and Adjusted EBITDA to the extent such items are included in the corresponding GAAP operating and administrative expense category.

Key Operating Metrics

Re-occurring Revenue and Transactional Revenue for the Three and Six Months Ended September 30, 2025 and 2024

Three Months Ended September 30,

2025

2024

($ in thousands)

Re-occurring

Revenue

Transactional

Revenue

Total

Re-occurring

Revenue

Transactional

Revenue

Total

K-12

216,236

142,911

359,147

210,301

194,344

404,645

Higher Education

161,679

51,283

212,962

142,134

44,756

186,890

Global Professional

24,655

15,153

39,808

23,402

17,012

40,414

International

19,824

30,521

50,345

20,818

34,359

55,177

Other

—

6,925

—

1,464

Total Revenue

422,394

246,793

669,187

396,655

291,935

688,590

Six Months Ended September 30,

2025

2024

($ in thousands)

Re-occurring

Revenue

Transactional

Revenue

Total

Re-occurring

Revenue

Transactional

Revenue

Total

K-12

399,877

230,201

630,078

377,120

302,352

679,472

Higher Education

321,231

74,110

395,341

291,588

55,148

346,736

Global Professional

48,312

26,655

74,967

46,175

29,526

75,701

International

40,588

61,221

101,809

43,570

69,918

113,488

Other

—

2,702

—

(3,853

)

(3,853

)

Total Revenue

810,008

394,889

1,204,897

758,453

453,091

1,211,544

RPO as of September 30, 2025 and as of March 31, 2025

September 30, 2025

March 31, 2025

($ in thousands)

Current

Non-current

Total

Current

Non-current

Total

RPO by Segment:

K-12

549,551

882,326

1,431,877

457,353

822,232

1,279,585

Higher Education

316,222

54,568

370,790

247,685

49,631

297,316

Global Professional

54,224

7,145

61,369

54,949

7,399

62,348

International

46,114

2,582

48,696

30,515

2,892

33,407

Other

829

—

829

3,531

—

3,531

Total RPO

966,940

946,621

1,913,561

794,033

882,154

1,676,187

Digital and Print Revenue

Disaggregation of Revenue for the Three and Six Months Ended September 30, 2025 and 2024

Three Months Ended September 30,

2025

2024

($ in thousands)

Digital

Print (1)

Total

Digital

Print (1)

Total

Revenue by Segment:

K-12

118,636

240,511

359,147

120,922

283,723

404,645

Higher Education

186,169

26,793

212,962

157,294

29,596

186,890

Global Professional

26,022

13,786

39,808

25,251

15,163

40,414

International

21,372

28,973

50,345

23,975

31,202

55,177

Other (2)

—

6,925

—

1,464

Total Revenue

352,199

316,988

669,187

327,442

361,148

688,590

Six Months Ended September 30,

2025

2024

($ in thousands)

Digital

Print (1)

Total

Digital

Print (1)

Total

Revenue by Segment:

K-12

227,233

402,845

630,078

220,540

458,932

679,472

Higher Education

354,995

40,346

395,341

311,249

35,487

346,736

Global Professional

51,294

23,673

74,967

50,344

25,357

75,701

International

43,725

58,084

101,809

48,534

64,954

113,488

Other (2)

—

2,702

—

(3,853

)

(3,853

)

Total Revenue

677,247

527,650

1,204,897

630,667

580,877

1,211,544

___________________

(1)

Print revenue contains print and multi-year print products.

(2)

Includes in-transit product sales and intersegment revenue adjustments that are not included within segment revenues reviewed by the Company's Chief Operating Decision Maker.