McGraw Hill, Inc.

8-K · mh-20260611.htm iXBRL

0001951070 2026-06-11 2026-06-11

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ___________________________________
 FORM 8-K
 ___________________________________
 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934

 June 11, 2026
 Date of Report (date of earliest event reported)
 ___________________________________
 McGraw Hill, Inc.
 (Exact name of registrant as specified in its charter)
 ___________________________________

 Delaware
 (State or other jurisdiction of
 incorporation or organization)
 001-42764
 (Commission File Number)
 87-1259704
 (I.R.S. Employer Identification Number)

 8787 Orion Place
 Columbus , OH 43240

 (Address of principal executive offices and zip code)

 (Registrant's telephone number, including area code): ( 614 ) 430-4000

 ___________________________________
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol
 Name of each exchange on which registered

 Common stock, par value $0.01 MH New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 2.02 - Results of Operations and Financial Condition
 On June 11, 2026 , McGraw Hill, Inc. (the “Company”) issued a press release announcing its results for the fiscal fourth quarter and fiscal year ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
 In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

 Item 8.01 - Other Events

 On June 2, 2026, the Company’s board of directors approved a share repurchase plan whereby, from time to time, the Company may repurchase up to $50.0 million of the Company’s common stock.

 Item 9.01 - Financial Statements and Exhibits
 (d): Exhibits.

 Exhibit Number Description
 99.1 Press Release dated June 11, 2026

 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 SIGNATURE

 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 MCGRAW HILL, INC.

 By:
 /s/ David Stafford
 Name:
 David Stafford
 Title:
 Executive Vice President, General Counsel, Secretary

 Date: June 11, 2026