Slides
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 1 Fiscal Q3 2026 Investor Presentation February 11, 2026
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 2 Disclaimer This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, 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 and in other filings made with the U.S. Securities and Exchange Commission (“SEC”). 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. This presentation contains certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin. A “non-GAAP financial measure” is defined as a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheets, or statement of cash flows of the Company. 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. See slide 21. These 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. 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 non-GAAP financial measures are included because they are a basis on which our management assesses the Company's performance. Although we believe these measures are useful for investors for the same reasons, we recommend that users of the financial statements note that these measures are not a substitute for GAAP financial measures or disclosures. We provide reconciliations of such non-GAAP measures to the corresponding most closely related GAAP measure on slide 21. This presentation 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 (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.
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 3 Unlocking the potential of each learner at every stage of life. Our vision is to empower every educator to engage their students with personalized learning experiences that enrich the unique ways they learn, teach and grow. At McGraw Hill, we support the evolving needs of educators and learners with trusted, high-quality content and digital solutions that use data and learning science to help students progress toward their goals. The McGraw Hill Mission 3
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 4 The McGraw Hill Value Proposition 4 Trusted, Market-Leading Global Brand that Spans the Learning Lifecycle01 Long History Leveraging Machine Learning and Data Science, Enabling Effective and Responsible Approach to GenAI 03 Highly Defensible 3-Tiered Moat: Trusted IP, Proprietary Learner Data, Domain Expertise02 Extensive Global Institutional Sales Model and Deep Customer Relationships04 Mission-Driven Culture and Leadership Team with Track Records Across Education and Technology 06 Highly Profitable Resilient Business Model with Large Re-occurring and Digital Revenue Streams and Strong Cash Flow Profile 05 Most Trustworthy Companies in America, Newsweek 2025 Equality 100 Award, Human Rights Campaign Foundation’s Corporate Equality Index 2022-2026 America’s Best Midsize Employers, Forbes 2025 & 2026
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5 Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt We Serve Three Large, Connected, and Attractive Markets Globally (1) Includes $5.5B International TAM. Estimates based on information from a third-party study commissioned by the Company in the fiscal year ended March 31, 2025. As of the academic year ended 2025. (2) Refers to U.S. K-12. (3) Refers to U.S. Higher Education. Customers Decision Makers Total TAM: $30B1 Market Dynamics Learning Solutions K-12 Public School Districts Private Schools District Superintendents School Principals $9.3B2 • Institution-focused sales • Market opportunity varies year- by-year based on states like CA, FL and TX which have state-wide procurement • Contract lengths 5 – 8 years and cash upfront Higher Education Undergraduate and Graduate Institutions Professors Administrators $12.3B3 • Faculty and institution-focused sales • Inclusive Access delivery mechanism ensures availability of courses to students on day-1 and enables high sell-through • Annual contract / subscriptions Professional Medical Institutions Institutional Libraries Graduate Institutions Medical School Faculty, Deans and Librarians $2.9B • Institution-focused sales • High switching costs drive strong retention and long-term institutional relationships • Purchasing decisions driven by budgets rather than individual end-users • Annual contract / subscriptions
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6 Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Competitive Edge: Leveraging Existing Strengths for Differentiated AI Solutions Irreplicable Data Assets • Decades of proprietary data • Billions of interactions from 26M paid digital users2 • Convert engagement data into personalized instruction Unparalleled Domain Expertise • 20,000 institutional customers in more than 100 countries1 • Learning-science-based products aligned to core curricula • World-class academic designers integrate region- specific standards at scale Authoritative Content / IP • Premium IP from Nobel laureates and leading experts • Trusted content serves as the backbone for safe GenAI • GenAI multiplies content value through personalization AI-Powered Technology • AI personalizes learning and saves educator time • ALEKS machine learning drives new products and revenue • AI Reader and Writing Assistant adapt instruction in real time (1) As of March 31, 2025. (2) Paid Digital Users represents learners or educators who purchased a license to gain access to one of our many digital solutions during the fiscal year ending March 31, 2025.
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 7Note: All metrics are for the fiscal year ended March 31, 2025, unless stated otherwise. (1) Paid Digital Users represents learners or educators who purchased a license to gain access to one of our many digital solutions during the fiscal year ending March 31, 2025. Data Moat: Platform Breadth, Data Depth, and Scale • Product Development • Content Development • Customer Success • Sales & Marketing • Lexile growth • Efficacy and growth over time • Assignment completion • Assessment scores • Time on page • Understand user journey and friction points • AI usage and feedback • Alignment to state standards • Cross platform synergy for learning topic • Learners, Educators, & Decision Makers • Schools, Districts, & Universities Organizations and Users Content Alignment to Learning Objectives Product and AI Interactions Performance & Assessment Outcomes Customer Value • Personalized Learning • Reduce Teacher Burden • Enhance Engagement • Decision-maker Insights Internal Insights • Product Development • Content Development • Customer Success • Sales & Marketing Scale 26M Paid Digital Users1 19B Annual Learning Interactions 100+ Countries
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 8 Clinical Reasoning to optimize treatment strategies for better patient outcomes 360 Curated Scripts designed to strengthen problem- solving skills and encouraging diagnoses with a clinician’s mindset 16 Problem Modules A Deeper Dive into Our Solutions 8 Ask Sharpen from September 2025 through December 2025 30K AI Prompts for users vs. non-users in first 2 weeks post-activation +120% More Active Days AI Reader used AI Reader from October 2025 through December 2025 1M+ Unique Students AI Reader interactions from October 2025 through December 2025 16M Interactions
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9 Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Note: All metrics are for the fiscal quarter ended December 31, 2025. Company fiscal year end is March 31st. (1) See slide 24 for RPO definition. (2) See slide 21 for Adj. EBITDA and Adj. EBITDA Margin Reconciliation and slide 25 for definition of Adj. EBITDA. and Adj. EBITDA Margin. FY26-Q3 Highlights • Market share gains and strong business momentum drive Q3 outperformance • Digital and re-occurring revenue mix enables predictability and margin expansion • Proprietary data and integrated AI solution scale fueling increased engagement, deepening competitive advantage • Debt reduction and operational efficiency strengthen financial foundation $434M Revenue +4.2% Y/Y 31.3% Adj. EBITDA Margin2 +100 bps Y/Y $136M Adjusted EBITDA2 $357M Re-occurring Revenue +14.8% Y/Y $364M Digital Revenue +11.0% Y/Y $1,697M RPO1 Providing Forward Visibility 85.3% Gross Profit Margin +100 bps Y/Y
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 10 $328 $364 $958 $1,041 FY25-Q3 FY26-Q3 FY25-YTDQ3FY26-YTDQ3 $311 $357 $1,070 $1,167 FY25-Q3 FY26-Q3 FY25-YTDQ3FY26-YTDQ3 $416 $434 $1,628 $1,639 FY25-Q3 FY26-Q3 FY25-YTDQ3FY26-YTDQ3 % Re- occurring 75% 82% 66% 71% % Digital 79% 84% 59% 64% $ in millions Total Company FY26-Q3 Revenue Total Revenue Digital RevenueRe-occurring Revenue¹ Note: Figures presented on a GAAP basis. Amounts may not sum due to rounding. Company fiscal year end is March 31st. (1) See slide 24 for Re-occurring revenue definition. +4.2% +0.7% +14.8% +9.1% +11.0% +8.6%
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 11 $126 $136 $595 $614 FY25-Q3 FY26-Q3 FY25-YTDQ3 FY26-YTDQ3 $351 $370 $1,284 $1,313 FY25-Q3 FY26-Q3 FY25-YTDQ3 FY26-YTDQ3 % Gross Profit Margin 84.3% 85.3% 78.9% 80.1% Adj. EBITDA2 (1) See slide 23 for Gross Profit and Gross Margin Reconciliation. Gross profit is revenue less cost of sales (excluding depreciation and amortization). (2) See slide 21 for Adj. EBITDA and Adj. EBITDA Margin Reconciliation and slide 25 for definition of Adj. EBITDA. and Adj. EBITDA Margin. $ in millions Total Company FY26-Q3 Margin Profile Gross Profit¹ +5.4% +2.2% % Adj. EBITDA Margin 30.3% 31.3% 36.6% 37.4% +7.7% +3.1%
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 12 $182 $225 $528 $621 $147 $196 $438 $517 FY25-Q3 FY26-Q3 FY25-YTDQ3 FY26-YTDQ3 YoY Rev. Growth +24.0% +17.4% % Re-occurring 81% 87% 83% 83% % Digital 90% 90% 90% 90% Note: Figures presented on a GAAP basis. Amounts may not sum due to rounding. On a constant currency basis, total International revenue declined 3% year-over-year in fiscal Q3 and 8% year-over-year in the YTD period. $ in millions McGraw Hill FY26-Q3 Revenue by Segment Transactional Revenue Re-occurring Revenue K-12 Higher Education International*Global Professional YoY Rev. Growth -14.6% -8.6% % Re-occurring 75% 86% 59% 67% % Digital 72% 81% 40% 44% YoY Rev. Growth +2.0% —% % Re-occurring 69% 70% 63% 66% % Digital 74% 78% 69% 72% YoY Rev. Growth -1.8% -7.9% % Re-occurring 61% 58% 45% 45% % Digital 68% 65% 50% 50% $150 $128 $830 $758 $113 $111 $490 $511 FY25-Q3 FY26-Q3 FY25-YTDQ3 FY26-YTDQ3 +4.3% -1.6% +18.0% +33.5% $36 $36 $111 $111 $24 $25 $71 $74 FY25-Q3 FY26-Q3 FY25-YTDQ3 FY26-YTDQ3 +4.2% +3.5% $45 $44 $158 $146 $28 $25 $71 $66 FY25-Q3 FY26-Q3 FY25-YTDQ3 FY26-YTDQ3 -7.2%-7.6%
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 13 $ in millions Consolidated FY26-Q3 Cash Flow Summary Three Months Ended December 31, Nine Months Ended December 31, FY25-Q3 FY26-Q3 Variance FY25-YTDQ3 FY26-YTDQ3 Variance Net Income (Loss) (53) (20) 33 71 86 15 Adjustments to reconcile net income (loss) to net cash provided by operating activities D&A, Provisions, Impairments and Other 112 121 9 387 439 52 Change in Working Capital 216 208 (8) 230 (47) (277) Cash provided by (used for) operating activities 275 309 34 687 477 (210) Product development expenditures (22) (28) (6) (60) (77) (16) Capital expenditures (14) (24) (10) (43) (61) (18) Cash provided by (used for) investing activities (36) (51) (16) (103) (138) (35) Cash paid for interest expense 28 11 (17) 173 125 (48) Note: Amounts may not sum due to rounding.
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 14 Balance Sheet and Liquidity Debt Profile: 12/31/2025 • Cash on hand of $514M; Total committed liquidity of $964M (cash, revolver & ABL) • Revolving credit facilities remain undrawn • Net Debt / Adjusted EBITDA ratio of 2.9x • Reduced Term Loan by $596M year-to-date through December ($200M Principal payment completed in fiscal Q3) • Committed to 2.0x – 2.5x Net Debt / Adjusted EBITDA target Note: Last Twelve Months is calculated by adding the results for the nine months ended December 31, 2025, to the results of the fiscal year ended March 31, 2025, and subtracting the nine months ended December 31, 2024. Proforma Consolidated Adjusted EBITDA further adjusted for cost savings was $789M. This includes prior operational improvements completed by the Company of $61 million and 24-months look forward net annual run-rate operational improvements of $19 million excluding 1x costs to achieve. (1) Revolving credit facility of $450M includes $150M RCF and $300M ABL, excluding ~$4M of letters of credit. Under the recent amend and extend transaction, of the $150M RCF, approximately ~$111M extended and the remaining did not. After the July 2026 maturity, the RCF will decrease by $38.75M leaving the remaining facility at $412M. (2) Net First Lien Leverage covenant for revolving credit facility is tested if 40% of revolving credit facility is drawn at quarter-end. Net First Lien Leverage covenant levels, if required to be tested, would be 6.95x for the relevant quarter. EBITDA used to calculate Net First Lien Leverage covenant ratio would be Consolidated Adjusted EBITDA plus pro-forma adjustments that are permitted under the credit agreements and indentures as of December 31, 2025. ($ in millions) Senior Secured Term Loan due 2031 $565 Revolving Credit Facility due 2029 ($450M)1 - Senior Secured Notes due 2028 828 Senior Secured Notes due 2031 650 Total First Lien Indebtedness $2,043 Less: Cash and Cash Equivalents (514) Net First Lien Indebtedness $1,529 Senior Unsecured Notes Due 2029 639 Gross Debt $2,682 Total Net Indebtedness - MH, Inc. $2,168 Adjusted EBITDA (Last Twelve Months - "LTM") $745 Total Net Indebtedness / LTM Adjusted EBITDA 2.9x Consolidated Adjusted EBITDA (LTM as defined under the credit agreement) $709 Net First Lien Leverage2 2.2x Total Net Indebtedness / LTM Consolidated Adjusted EBITDA 3.1x
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 15(1) Prior as of November 12, 2025. Updated as of February 11, 2026. (2) See slide 25 for definition of Adjusted EBITDA. $ in millions Fiscal Year 2026 - Guidance FY26 Guidance - Prior1 FY26 Guidance - Updated1 Low High Low High Revenue $2,031 $2,061 $2,067 $2,087 Re-occurring Revenue $1,504 $1,524 $1,516 $1,526 Adjusted EBITDA2 $702 $722 $729 $739
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 16 Medium-Long Range Framework FY2023A FY2024A FY2025A Medium-Long Term Targets Revenue Growth 8.8% 0.7% 7.2% 5%+ Re-occurring Revenue (% of Total Revenue) 62.8% 67.1% 69.3% 75%+ Digital Revenue (% of Total Revenue) 58.9% 64.0% 64.7% 75%+ Gross Margin1 76.1% 78.6% 79.9% 82%+ Adjusted EBITDA Margin2 31.7% 33.5% 34.6% 37%+ Net Debt / Adjusted EBITDA3 5.5x 5.1x 4.0x 2.0x – 2.5x Notes: These medium- to long-term targets are for illustrative purposes only and should not be read as a guarantee of future performance or results. There can be no assurance when (if at all) such performance or results will be achieved. These forward looking medium- to long-term targets are not projections, estimates or guarantees of actual growth or enhanced unit economics. They are targets and are forward-looking, are subject to significant business, economic and competitive uncertainties, risks and contingencies, many of which are beyond the control of the Company and its management, and are based on assumptions with respect to future decisions, which are subject to change. Actual results may vary, and these variations may be material. For a discussion of some of these important factors that could cause these variations, please consult the “Risk Factors” section of the S-1. (1) See slide 23 for Gross Margin Reconciliation. Gross profit is revenue less cost of sales (excluding Depreciation and Amortization). (2) See slide 21 for Adj. EBITDA Margin Reconciliation. (3) Net debt is defined as Cash and cash equivalents subtracted from Total Debt. Total Debt figures exclude leases, unamortized debt discount, and unamortized deferred financing costs. 2.9x as of 12/31/25
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Appendix / ReconciliationsA
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 18 Source: Internal company data. The data shown in this image reflects McGraw Hill's best estimates and projections for the K-12 Core Market and has been prepared by McGraw Hill using internal assumptions, estimates and data. Known Core Purchasing Schedules Drives Strong Predictability K-12 Core Market Size Predictable Purchasing Schedules Strong Alignment with Core Subject Pipeline, Well-Positioned to Capitalize on Upcoming Opportunities Key Subject and Grade • FL Social Studies • CA Science (yr5) • FL Math • FL ELA (yr2) • CA Science (yr4) • FL ELA • CA Science (yr3) • TX Science • FL Science • FL Social Studies (yr2) • FL Science (yr2) • FL ELA (yr0) • CA Math (yr0) • TX ELA (K-9-12) • CA Science (yr2) • TX ELA (K-8) • CA Science (yr1) • TX Math (yr1) • FL ELA (yr1) • CA Math (yr1) • TX Math (yr2) • FL Math • CA Math (yr2) • CA ELA (yr1) • TX Math (yr3) • FL SS (yr1) • CA Math (yr3) • CA ELA (yr2) Confirm one more time that there is absolutely no change from q2
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 19Note: Amounts may not sum due to rounding. $ in millions GAAP Revenue Detail Total Revenue Fiscal Year Ended March 31, Fiscal Year 2025 Fiscal Year 2025 Fiscal Year 2025 Fiscal Year 2025 Fiscal Year Ended March 31, Fiscal Year 2026 Fiscal Year 2026 Fiscal Year 2026 2024 Q1 Q2 Q3 Q4 2025 Q1 Q2 Q3 K-12 $ 905 $ 275 $ 405 $ 150 $ 141 $ 970 $ 271 $ 359 $ 128 Higher Education 702 160 187 182 254 783 182 213 225 Global Professional 153 35 40 36 38 150 35 40 36 International 200 58 55 45 43 201 51 50 44 Other (0) (5) 1 4 (3) (3) (4) 7 - Total Revenue $ 1,960 $ 523 $ 689 $ 416 $ 473 $ 2,101 $ 536 $ 669 $ 434 Digital Revenue Fiscal Year Ended March 31, Fiscal Year 2025 Fiscal Year 2025 Fiscal Year 2025 Fiscal Year 2025 Fiscal Year Ended March 31, Fiscal Year 2026 Fiscal Year 2026 Fiscal Year 2026 2024 Q1 Q2 Q3 Q4 2025 Q1 Q2 Q3 K-12 $ 426 $ 100 $ 121 $ 108 $ 102 $ 431 $ 109 $ 119 $ 104 Higher Education 634 154 157 163 249 723 169 186 203 Global Professional 97 25 25 26 26 103 25 26 28 International 99 25 24 31 24 103 22 21 29 Other - - - - - - - - - Total Digital Revenue $ 1,255 $ 303 $ 327 $ 328 $ 401 $ 1,359 $ 325 $ 352 $ 364 Re-occurring Revenue Fiscal Year Ended March 31, Fiscal Year 2025 Fiscal Year 2025 Fiscal Year 2025 Fiscal Year 2025 Fiscal Year Ended March 31, Fiscal Year 2026 Fiscal Year 2026 Fiscal Year 2026 2024 Q1 Q2 Q3 Q4 2025 Q1 Q2 Q3 K-12 $ 554 $ 167 $ 210 $ 113 $ 112 $ 602 $ 184 $ 216 $ 111 Higher Education 585 149 142 147 228 667 160 162 196 Global Professional 88 23 23 24 24 95 24 25 25 International 88 23 21 28 22 93 21 20 25 Other - - - - - - - - - Re-occurring Revenue $ 1,315 $ 362 $ 397 $ 311 $ 387 $ 1,457 $ 388 $ 422 $ 357
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 20Note: Amounts may not sum due to rounding. $ in millions Remaining Performance Obligations (RPO) March 31, 2025 (FYE) December 31, 2025 Current Non-Current Total Current Non-Current Total RPO by Segment: K-12 $ 457 $ 822 $ 1,280 $ 517 $ 818 $ 1,335 Higher Education 248 50 297 197 56 254 Global Professional 55 7 62 65 7 72 International 31 3 33 33 3 35 Other 4 - 4 1 - 1 Total RPO $ 794 $ 882 $ 1,676 $ 813 $ 884 $ 1,697
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 21Note: Amounts may not sum due to rounding. $ in millions Adjusted EBITDA Reconciliation Three Months Ended December 31, Nine Months Ended December 31, FY25-Q3 FY26-Q3 FY25-YTDQ3 FY26-YTDQ3 Net income (loss) $ (53) $ (20) $ 71 $ 86 Interest expense (income), net 69 47 230 162 Income tax provision (benefit) 8 (5) (25) 11 Depreciation, amortization and product development amortization 90 96 276 276 EBITDA $ 114 $ 118 $ 552 $ 535 Restructuring and cost savings implementation charges (a) 4 4 17 9 Advisory fees (b) 3 — 8 3 Transaction and integration costs (c) 1 1 3 1 Stock-based compensation (d) — 1 — 32 Gain (loss) on extinguishment of debt (e) — 8 3 25 Other (f) 5 5 13 10 Adjusted EBITDA $ 126 $ 136 $ 595 $ 614 Total Revenue $ 416 $ 434 $ 1,628 $ 1,639 Net income (loss) margin (12.7) % (4.7) % 4.4 % 5.2 % Adjusted EBITDA Margin 30.3 % 31.3 % 36.6 % 37.4 %
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 22 Adjusted EBITDA Footnotes 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 nine months ended December 31, 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 on July 25, 2025 in connection with the consummation of our initial public offering). 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 repayment of $385.7 million of debt outstanding under the A&E Term Loan Facility using net proceeds from our initial public offering on July 25, 2025, as well as the repayment of an additional $200.0 million of debt outstanding under the A&E Term Loan Facility during the third fiscal quarter of 2026. f. For the three months ended December 31, 2025 and 2024, this amount represents (i) foreign currency exchange transaction impact of $(0.5) million and $2.4 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 $3.0 million and $0.7 million, respectively, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering) of nil and $0.1 million, respectively, (iv) post-acquisition compensation expense of nil and $0.1 million, respectively, associated with the acquisition of Boards & Beyond, (v) non-recurring transaction-related costs associated with our initial public offering that were expensed as incurred of nil and $1.1 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 $2.2 million and $1.1 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 our initial public offering. For the nine months ended December 31, 2025 and 2024, this amount represents (i) foreign currency exchange transaction impact of $(2.3) million and $1.7 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 $5.5 million and $3.1 million, respectively (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated on July 25, 2025 in connection with the consummation of our initial public offering) of $0.3 million and $0.5 million, respectively, (iv) post- acquisition compensation expense of nil and $0.6 million, respectively, associated with the acquisition of Boards & Beyond, (v) non-recurring transaction-related costs associated with our initial public offering that were expensed as incurred of $2.8 million and $3.1 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 $3.5 million and $4.3 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 our initial public offering.
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 23Note: Amounts may not sum due to rounding. (1) Due to the inherent subjectivity in the classification of costs between cost of sales and operating and administrative expenses across our industry, we do not focus on gross profit or gross margin as key operating metrics for our business. $ in millions Gross Profit and Gross Margin Reconciliation1 Three Months Ended December 31, Nine Months Ended December 31, FY25-Q3 FY26-Q3 FY25-YTDQ3 FY26-YTDQ3 Revenue $ 416 $ 434 $ 1,628 $ 1,639 (-) Cost of sales (excluding depreciation and amortization) 65 64 344 326 Gross Profit $ 351 $ 370 $ 1,284 $ 1,313 Gross Margin 84.3% 85.3% 78.9% 80.1%
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 24 Terms: Re-occurring Revenue, Transactional Revenue and RPO Re-occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recognized ratably over the term of the subscription period as the performance obligation is satisfied. For multi-year print products (e.g., workbooks), which are paid for at the beginning of the contract period, each academic year within the contract period, represents a distinct performance obligation. Revenue is recognized upon delivery to the customer for each respective academic year. Re-occurring Revenue serves as a key operating metric used by management as it offers valuable insight into the subscription-based nature of our business. Transactional Revenue includes revenue from both print and digital offerings. Revenue from print offerings is recognized at the point of shipment and revenue from digital offerings are recognized at the time of delivery. In addition, revenues for amounts billed to customers in a sales transaction for shipping and handling are included in Transactional Revenue. Remaining Performance Obligation (“RPO”) represent the total contracted future revenue that has not yet been recognized. RPO is associated with our digital subscriptions and multi-year print products and is impacted by various factors, including the timing of renewals and purchases, contract durations, and seasonal trends. Given these influencing factors, RPO should be evaluated alongside Re-occurring Revenue and other financial metrics disclosed within this presentation. RPO serves as a key operating metric used by management as it offers visibility into future revenue and facilitates the assessment of long-term growth sustainability. While we believe that the above key operating metrics provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management, it is important to note that other companies, including companies in our industry, may not use these metrics, may calculate them differently, may have different frequencies or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of Re-occurring Revenue, Transactional Revenue or RPO as a comparative measure.
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Style Guide Logo Variations Color Palette BG Dark 2 #000000 BG Light 2 #F8F8F8 Accent 1 #06235B Accent 4 #262626 Accent 2 #969696 Accent 5 #E21A23 Accent 3 #E3B9FC Accent 6 #0B3C9D Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt Typography Arial Heading – 28pt Subheading – 14pt Titles – 14pt Body Text – 10pt 25 Terms: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are presented because our management uses them to assess our performance. We believe 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. 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 on July 25, 2025 in connection with the consummation of our initial public offering), 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, 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 that we anticipate we will need to incur to realize cost savings before such savings have occurred. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenue. Each of the above 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 the business than 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, taxes and debt service requirements.