Earnings release
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McGraw Hill, Inc. Reports Fiscal Second Quarter 2026 Results McGraw Hill Raises Fiscal Year Guidance After Reporting Strong Fiscal Second Quarter Results Back-to-School Delivers Market Share Gains and Higher Levels of User Engagement, with New AI-Powered Solutions Expected to Fuel Growth Beyond Core Offerings COLUMBUS, Ohio— November 12, 2025—(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. • Revenue totaled $669.2 million, a 2.8% year-over-year decline, reflecting the anticipated smaller K-12 market, which was partially offset by strong growth in Higher Education. • Re-occurring revenue of $422.4 million, an increase of 6.5% year-over-year. • Digital revenue of $352.2 million, an increase of 7.6% year-over-year. • Remaining performance obligation (RPO) of $1,913.6 million as of September 30, 2025. • GAAP gross profit of $530.1 million, representing a GAAP gross profit margin of 79.2%, an increase of nearly 150 basis points versus prior year. • GAAP net income of $105.3 million, compared to $133.4 million in the prior-year period. • Adjusted EBITDA of $286.4 million, representing an Adjusted EBITDA margin of 42.8%, an increase of 60 basis points versus prior year. "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. • McGraw Hill delivered its second strongest fiscal second quarter revenue performance in a decade. • Re-occurring revenue increased 6.5% year-over-year, totaling 63% of consolidated revenue, due to growth across Higher Education, K-12 and Global Professional. • Digital revenue grew 7.6% year-over-year, underscoring a scalable, data-driven business model. • Market share increased notably within U.S. Higher Education along with continued strong K-12 capture rate amid the predictably smaller fiscal year 2026 market. (1) (1) 1
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• Gross profit margin improved by nearly 150 basis points year-over-year to 79.2% supported by higher-margin digital solutions growth. • Adjusted EBITDA margin expanded 60 basis points year-over-year to 42.8% amid ongoing reinvestment. • As previously reported, the interest rate spread on the Company’s outstanding term loan facility was reduced by 50 basis points, and McGraw Hill’s strong cash position enabled a $150 million principal prepayment of that facility in October 2025. These actions brought the year-to-date gross debt reduction to $542 million, generating over $40 million in annualized cash interest savings. 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. • McGraw Hill’s proprietary AI tools continued to drive efficiency and engagement, with AI Reader hitting a milestone with 11 million learning interactions in the quarter. • Launched four new AI-powered solutions to address critical educator and learner needs and fuel future growth. • McGraw Hill Plus adoption continued along with higher utilization levels. • Expanded offerings beyond core markets with ALEKS Adventure in K-3, ALEKS Calculus globally and Sharpen Advantage, a new AI powered solution for Higher Education institutions. • The Company’s internal AI-powered content generation platform, Scribe, recouped its initial investment within a year, driving lasting efficiencies in content development. 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 • Revenue totaled $213.0 million, an increase of 14.0% year-over-year primarily driven by share gains. • Re-occurring revenue totaled $161.7 million, an increase of 13.8% year-over-year, while digital revenue rose 18.4% year-over-year to $186.2 million, highlighting the scalability of McGraw Hill’s subscription-based and innovative Evergreen content delivery model. • U.S. Higher Education market share reached a record 30% on a last twelve months basis, an increase of 160 basis points year-over-year, according to MPI. • Inclusive Access sales grew 37.0% year-over-year, reflecting deeper penetration with existing customers. K-12 • Revenue totaled $359.1 million, a decline of 11.2% year-over-year, due to the anticipated smaller market opportunity. • Re-occurring revenue totaled $216.2 million, an increase of 2.8% year-over-year, supported by Florida Science market leadership and strong market share capture within other states and disciplines. • ALEKS Adventure demonstrated early success, while McGraw Hill Plus momentum continued with deeper market penetration and utilization. • Well-positioned for a return to growth in fiscal year 2027, supported by a larger market opportunity, including recently securing the approval for the California math adoption. Global Professional and International • Global Professional demonstrated resilience with re-occurring revenue growth within medical and engineering sectors. International revenue decline narrowed relative to the prior quarter supported by growth in key markets, amid the ongoing digital transition. Refer to Key Operating Metrics for more details. (1) 2
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Fiscal Second Quarter 2026 Financial Highlights Three Months Ended September 30, Six Months Ended September 30, ($ in thousands) 2025 2024 2025 2024 Revenue $ 669,187 $ 688,590 $ 1,204,897 $ 1,211,544 Cost of sales (excluding depreciation andamortization) $ 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 $ 286,406 $ 290,337 $ 477,822 $ 468,931 Net income (loss) margin 15.7 % 19.4 % 8.8 % 10.2 % Adjusted EBITDA Margin 42.8 % 42.2 % 39.7 % 38.7 % Adjusted net income (loss) $ 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 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 https://investors.mheducation.com/ The live question and answer portion of the call can be accessed by registering online at the Event Registration Page (https://registrations.events/direct/Q4I549200) 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 professionallearning, 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. (1) (1) (1) (1) 3
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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. 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 (1) 4
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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. Investor Contacts: Media Contacts: Danielle Kloeblen Cathy McManus Danielle.kloeblen@mheducation.com Cathy.mcmanus@mheducation.com Zack Ajzenman Tyler Reed Zack.ajzenman@mheducation.com Tyler.reed@mheducation.com 5
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MCGRAW HILL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited; dollars in thousands, except for share and per share data) Three Months EndedSeptember 30, Six Months EndedSeptember 30, 2025 2024 2025 2024 Revenue $ 669,187 $ 688,590 $ 1,204,897 $ 1,211,544 Cost of sales (excluding depreciation andamortization) 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. 6
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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 ofSeptember 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 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 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 sharesauthorized, 1,451,303 shares issued and outstanding as of March 31, 2025 — 14 Common stock, par value $0.01 per share; 2,000,000,000 shares authorized, 191,001,519shares 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 7
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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 discounts392,862 — 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 8
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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 EndedSeptember 30, Six Months EndedSeptember 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 productdevelopment amortization 92,822 97,176 180,676 186,056 EBITDA $ 232,986 $ 273,553 $ 417,065 $ 438,213 Restructuring and cost savings implementationcharges (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). 9
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(c) This primarily represents transaction and integration costs associated with acquisitions. (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 $3.3 million, respectively, primarily related to individually insignificant miscellaneous items, including asset dispositions, third-party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Platinum acquisition that did not renew after the consummation of the IPO on July 25, 2025. Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share “Adjusted net income (loss)” is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), impairment charges, transaction and integration costs, stock-based compensation, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations and the related tax impact of those adjustments. Adjusted basic and diluted earnings (loss) per share is calculated by dividing Adjusted net income (loss) by the basic and diluted weighted average shares outstanding. 10
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The following table presents a reconciliation of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share to the most directly comparable GAAP financial measure for the three and six months ended September 30, 2025 and 2024: Three Months EndedSeptember 30, Six Months EndedSeptember 30, ($ in thousands) 2025 2024 2025 2024 Net income (loss) $ 105,284 $ 133,403 $ 105,786 $ 123,956 Amortization of intangible assets 56,211 60,038 113,379 121,033 Restructuring and cost savings implementationcharges 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 31,076 — 31,076 — Gain (loss) on extinguishment of debt 16,361 2,719 16,361 2,719 Other 3,414 4,044 5,045 7,813 Tax impact of adjustments 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. (1) (2) (2) (2) (2) (2) (2) (3) 11
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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 EndedSeptember 30, Six Months EndedSeptember 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 $ 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 $ 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 $ 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 $ 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. (1) (1) (1) (1) 12
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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-occurringRevenue TransactionalRevenue Total Re-occurringRevenue TransactionalRevenue 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 6,925 — 1,464 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-occurringRevenue TransactionalRevenue Total Re-occurringRevenue TransactionalRevenue 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 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 13
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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 6,925 — 1,464 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 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. 14