10-K: McGraw Hill Details Securities Registered Under Exchange Act

McGraw Hill, Inc. has filed a Form 10-K detailing its common stock registered under Section 12 of the Securities Exchange Act of 1934, outlining voting rights, dividend rights, liquidation rights, and preferred stock provisions.

Summary

• McGraw Hill, Inc. has registered its common stock, par value $0.01 per share, under Section 12 of the Securities Exchange Act of 1934.
• The company's authorized capital stock includes 2,000,000,000 shares of common stock and 100,000,000 shares of undesignated preferred stock.
• Holders of common stock are entitled to one vote per share and do not have cumulative voting rights.
• Dividends are distributed proportionally as declared by the board, subject to any preferred stock rights.
• In liquidation, common stockholders are entitled to net assets after debts and liabilities are paid, subject to preferred stock rights.
• Common stock holders have no preemptive, subscription, redemption, or conversion rights, and there are no sinking fund provisions.
• The company's board of directors has the authority to issue preferred stock in series with varying terms, which could potentially impede hostile takeovers.
• The Investor Rights Agreement grants Platinum certain registration rights for its shares, including demand and shelf registration rights, subject to minimum offering proceeds.
• The company's certificate of incorporation and bylaws, along with Delaware law, contain provisions that may have anti-takeover effects, such as a classified board and limitations on stockholder actions by written consent.
• Platinum Equity, LLC, through its affiliates, holds a significant ownership stake and has substantial influence over the company's governance and operations.
• The company has opted out of Section 203 of the DGCL but has implemented similar provisions in its certificate of incorporation to regulate business combinations with interested stockholders.
• Directors and officers are indemnified to the fullest extent permitted by Delaware law, and their personal liability for monetary damages is limited, except in cases of bad faith or intentional misconduct.
• The company's certificate of incorporation designates Delaware as the sole and exclusive forum for certain stockholder litigation, including derivative actions and claims arising under Delaware law.
• The company's common stock is listed on the New York Stock Exchange under the symbol MH.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting stable revenue and improved net income, but with ongoing challenges in the K-12 segment and significant debt levels.

Positives

• McGraw Hill has a clear structure for its common stock, with defined voting, dividend, and liquidation rights.
• The company has established registration rights for Platinum, which can facilitate liquidity for its investment.
• The company has a robust insider trading policy and corporate governance framework in place.
• The company's common stock is listed on the NYSE, providing a public market for trading.

Negatives

• The company's authorized preferred stock could be issued in a way that disadvantages common stockholders or impedes takeovers.
• Anti-takeover provisions in the company's charter documents and bylaws could deter beneficial acquisition offers.
• Platinum's significant influence as a controlled company may lead to conflicts of interest with other stockholders.
• The company does not anticipate paying dividends in the foreseeable future, meaning returns are solely dependent on stock price appreciation.

Risks

• The issuance of preferred stock could adversely affect common stockholders by restricting dividends, diluting voting power, or subordinating liquidation rights.
• Anti-takeover provisions may delay or prevent a merger or acquisition that stockholders might deem beneficial, including those offering a premium.
• Platinum's control could lead to decisions that prioritize its interests over those of other stockholders.
• The company's substantial indebtedness could restrict its ability to react to economic or industry changes and exposes it to interest rate and default risks.
• The company's reliance on third-party distributors and potential consolidation in those channels could adversely affect profitability.
• The company faces risks related to cybersecurity, including potential malfunctions or intentional hacking of its technological systems.
• Failure to comply with privacy, accessibility, and other laws could materially harm the company's reputation and financial performance.
• Defects in digital products could lead to financial loss and reputational damage.
• The company's brand and reputation are critical to its success, and negative publicity or loss of brand equity could harm its business.
• Legal actions against the company, including class action lawsuits, could be costly to defend and result in significant damages.
• Rapidly changing ESG expectations and standards may impact the business, subject it to unforeseen liability, or harm its reputation.
• Changes in accounting rules could adversely affect future operating results.
• An insufficient supply of or increases in the cost of paper could adversely affect financial results.
• The company's substantial indebtedness may restrict its ability to react to changes in the economy or its industry and exposes it to interest rate risk and risk of default.
• The company may not be able to generate sufficient cash flows from operations to service its indebtedness.
• The company may still be able to incur significantly more debt, which could intensify existing risks.
• The company's ability to use net operating losses and other tax attributes to offset future taxable income may be subject to limitations.
• Risks associated with doing business abroad, including lack of local knowledge, entrenched competitors, and difficulties in protecting intellectual property.
• Fluctuations between foreign currencies and the U.S. dollar could adversely affect financial results.
• Changes in U.S. tariff policy could increase costs and affect financial results.
• Changes in macroeconomic and geopolitical conditions have affected, and could continue to affect, the company's growth, business, and results of operations.
• The company is vulnerable to natural catastrophic events and man-made problems such as computer viruses, data security breaches or terrorism.
• The company's status as a controlled company means its stockholders do not have the same protections as those in companies subject to all NYSE corporate governance requirements.
• Platinum's control could lead to conflicts of interest with other stockholders.
• Anti-takeover provisions in the company's organizational documents could delay or prevent a change of control.
• The company's operating expenses could increase due to implementation of and compliance with existing and future laws and regulations.
• The company's stock price may change significantly, and stockholders may not be able to resell shares at or above the price paid.
• Future offerings of debt or equity securities could have a material adverse effect on the market price of the company's common stock.
• The company is required to design, implement, and maintain adequate internal control over financial reporting.
• The company's stock price may decline if its directors, executive officers, or significant stockholders sell a substantial amount of stock.
• The company's board of directors is authorized to issue preferred stock in additional series without stockholder approval.
• Claims for indemnification by directors, officers, or Platinum Advisors may reduce the company's available funds.
• The company's exclusive forum provisions for certain stockholder litigation could limit stockholders' ability to obtain a favorable judicial forum for disputes.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the description of the company's business and financial condition. However, the company's growth strategy involves acquiring new customers, cross-selling and up-selling to existing customers, investing in technology-enabled innovation, and expanding its international presence.

Management Comments

• McGraw Hill operates at the intersection of proprietary content, software and data, using artificial intelligence to deliver personalized learning experiences at global scale, driving positive outcomes throughout the entire learning lifecycle.
• We believe our combination of proprietary content, institutional relationships, learning science expertise and large-scale learning data creates structural barriers to substitution by generic AI systems.
• Rather than replacing trusted education providers, we believe generative AI will increasingly rely on high-quality proprietary content and domainspecific data sources developed by providers like McGraw Hill.
• We believe that we are well-equipped to offer learning solutions across the entire learning lifecycle, from K-12 to higher education and through professional learning.
• We believe our employees are our most important asset. We focus on attracting and retaining a high performing and invested workforce, and we believe our culture of innovation and commitment to life-long learning is a meaningful competitive advantage.

Industry Context

StockSavvy.ai notes that McGraw Hill's focus on digital learning solutions, AI integration, and proprietary content aligns with broader industry trends in education technology. The company's significant investment in digital solutions over the past decade positions it to capitalize on the increasing demand for personalized and technology-enabled learning experiences.

Comparison to Industry Standards

• McGraw Hill is a top two provider in the K-12 market in the United States, serving approximately 91% of public K-12 districts.
• McGraw Hill is a top two provider of digital and print learning solutions in the U.S. higher education market based on market share, serving approximately 81% of U.S. higher education institutions.
• The company's Evergreen delivery model in Higher Education provides continuous content updates, which is presented as outpacing the industry standard and advancing beyond traditional episodic revision cycles.
• McGraw Hill's AccessMedicine solution is available across approximately 94% of U.S. medical schools, indicating a strong presence in the professional medical education market.
• The company competes with major players such as AMBOSS, Amplify, Cengage, Curriculum Associates, Elsevier, Houghton Mifflin Harcourt, Macmillan Learning, Pearson, RELX, Savvas, and Wolters Kluwer.

Corporate Governance

Legal Proceedings

• A qui tam complaint filed in Florida alleges violations of the Florida False Claims Act related to pricing of instructional materials; the state's complaint was dismissed, but an appeal is possible.
• A qui tam complaint filed in Illinois alleges similar claims to the Florida complaint; the state has not intervened, and the company is awaiting a ruling on a motion to dismiss the amended complaint.
• A class action lawsuit alleges that McGraw-Hill Education, Inc.'s methodology for calculating author royalties breaches contract terms and the implied covenant of good faith and fair dealing; the case is proceeding after a partial remand from the Second Circuit Court of Appeals.
• Achieve3000 filed a lawsuit against Beable Education Inc. and its founder alleging intellectual property infringement and other claims; this matter was settled in April 2026 with no monetary exchange.

Related Party Transactions

• The Investor Rights Agreement grants Platinum certain registration rights and nomination rights for the board of directors.
• Platinum Equity Advisors LLC provided corporate and advisory services under an Advisory Agreement, which was terminated upon the IPO.
• From time to time, Platinum and/or its affiliates may enter into arrangements to use the company's products and services, which are believed to be in the ordinary course of business and negotiated on commercially reasonable terms.
• The company has entered into indemnification agreements with its directors and executive officers.

Stakeholder Impact

• Shareholders may have limited recourse for certain disputes due to the exclusive forum provision.
• The significant influence of Platinum Equity may impact decisions that affect all stockholders.
• The company's substantial indebtedness could impact its ability to invest in growth or return capital to shareholders.
• The company does not currently anticipate paying dividends, meaning shareholder returns are solely dependent on stock price appreciation.

Next Steps

• Continue to invest in technology-enabled innovation across the learning lifecycle.
• Expand international presence by leveraging existing investments in digital solutions.
• Pursue acquisitions, strategic investments, and partnerships to support mission and accelerate growth.
• Continue to monitor and adapt to evolving cybersecurity threats and regulatory landscapes.
• Manage substantial indebtedness and ensure sufficient cash flow to service obligations.

Key Dates

Recommendation

McGraw Hill's filing indicates a stabilization in revenue and a return to profitability, driven by growth in Higher Education and digital solutions. However, the decline in the K-12 segment, significant debt levels, and the ongoing influence of Platinum Equity as a controlled company present risks. While the company is investing in AI and digital innovation, the competitive landscape and potential for further impairments warrant a cautious approach. Therefore, a 'hold' recommendation is appropriate, pending further clarity on K-12 segment recovery and debt management.

Keywords

McGraw Hill, SEC Filing, Form 10-K, Securities Exchange Act, Common Stock, Preferred Stock, Investor Rights Agreement, Platinum Equity, Corporate Governance, Anti-takeover Provisions, Delaware Law, NYSE Listing