MARKET WIRE NEWS

McGraw Hill, Inc. Reports Fiscal Third Quarter 2026 Results

MWN-AI** Summary

McGraw Hill, Inc. (NYSE: MH) reported its fiscal third-quarter results for 2026, showing a 4.2% increase in total revenue, reaching $434.2 million. This growth was primarily driven by a remarkable 24.0% surge in the Higher Education segment. Re-occurring revenue also soared, up 14.8% year-over-year to $357.5 million, while digital revenue jumped 11.0% to $363.7 million, reflecting the company's strong push toward digital education solutions.

Despite a GAAP net loss of $20.2 million—an improvement from the prior year's $52.9 million loss—adjusted EBITDA improved markedly, totaling $135.9 million with a margin of 31.3%. Additionally, the company successfully accelerated debt repayment, pre-paying $200 million in term loans during the quarter, leading to a net leverage ratio of 2.9x as of December 31, 2025.

CEO Simon Allen underscored that these results highlight their strategic execution in empowering personalized learning solutions. He noted the advancements made in the company’s digital transformation and commitment to enhancing educational outcomes through innovative tools, including recent AI solutions which have seen heightened user engagement. His successor, Philip Moyer, emphasized continuing momentum and expanding the customer base for McGraw Hill's educational offerings.

Moving forward, McGraw Hill raised its fiscal year 2026 guidance, showcasing confidence in their operational and strategic initiatives. Overall, the quarterly performance highlights McGraw Hill's resilience and adaptability in meeting the evolving educational landscape, making significant strides in both digital engagement and sustainable growth.

MWN-AI** Analysis

McGraw Hill, Inc. (NYSE: MH) provided an encouraging fiscal third-quarter outlook for 2026, reporting a total revenue increase of 4.2% to $434.2 million, buoyed by a 14.8% growth in re-occurring revenue. This growth is predominantly driven by the higher education segment, which saw a remarkable 24% year-over-year growth.

The company's digital revenue, up 11%, indicates a strong demand for its technology-driven educational solutions, contributing positively to operational efficiencies. However, K-12 revenue experienced a decline of 14.6%, indicating potential vulnerability as market conditions tighten. This divergence suggests the importance of strategic investments in the K-12 segment, especially considering its greater reliance on cyclical funding.

The remaining performance obligation (RPO) of $1.7 billion provides positive forward visibility, signifying substantial recurring revenue potential from existing contracts. McGraw Hill’s strong gross profit margin at 85.3%, alongside an increase in adjusted EBITDA margin to 31.3%, reflects effective cost management strategies deployed amidst fluctuating sales volumes.

Investors should keep a close eye on the forthcoming changes in leadership with Philip Moyer stepping in as CEO. His expertise in technology and customer-centric strategies is expected to drive innovative growth, particularly as the company enhances its AI-powered learning solutions, which have shown increasing user engagement.

Given McGraw Hill's strategic pivot towards digital and AI-centric offerings, alongside the raised full-year guidance for 2026, the stock is poised for long-term stability and growth. Therefore, a “buy” recommendation seems prudent for investors looking for opportunities in the education technology space. Potential investors should, however, remain cautious regarding potential downturns in the K-12 market and monitor quarterly progress closely as new leadership implements strategic initiatives.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

Total Revenue Increased 4.2% Driven by Re-Occurring Revenue Growth of 14.8%; Fiscal Year 2026 Guidance Raised

McGraw Hill, Inc. (NYSE: MH) (“McGraw Hill” or the “Company”), a leading global provider of education solutions for preK-12, higher education and professional learning, today announced financial results for the fiscal third quarter 2026 ended December 31, 2025.

Fiscal Third Quarter 2026 Key Financial Highlights

McGraw Hill continued to leverage its scale, proprietary content, data, technology and domain expertise to drive Q3 performance, delivering revenue growth and margin expansion.

  • Total Revenue of $434.2 million, an increase of 4.2% year-over-year, driven by 24.0% year-over-year growth in Higher Education.
  • Re-occurring revenue of $357.5 million, an increase of 14.8% year-over-year.
  • Digital revenue of $363.7 million, an increase of 11.0% year-over-year.
  • Remaining performance obligation (RPO) of $1,696.8 million as of December 31, 2025 demonstrates predictability and visibility into future revenue.
  • GAAP gross profit of $370.3 million, representing a GAAP gross profit margin of 85.3%, an increase of nearly 100 basis points versus prior year.
  • GAAP net income (loss) of $(20.2) million, compared to $(52.9) million in the prior-year period.
  • Adjusted EBITDA (1) of $135.9 million, representing an Adjusted EBITDA margin (1) of 31.3%, an increase of nearly 100 basis points versus prior year.
  • Strong results support an upward revision to fiscal year 2026 guidance.
  • Accelerated debt paydown with $200 million in term loan pre-payments during the quarter advancing toward the 2.0x-2.5x net leverage target. As of December 31, 2025, Net Leverage Ratio (1) stood at 2.9x.

“Delivering strong fiscal third quarter 2026 results is a testament to our team’s disciplined execution and our mission to empower students through personalized learning,” said Simon Allen, who retired as President and Chief Executive Officer of the Company on February 9, 2026. Simon Allen will remain Chair of the Company’s Board of Directors, and is succeeded by Philip Moyer. “Rejoining McGraw Hill in 2018 was one of the best decisions of my career, and I am immensely proud of the foundation we’ve built--and the progress we have made--strengthening our financial profile, advancing our digital transformation, building scaled, data-driven solutions to support personalized learning, and becoming a publicly traded company. As Chair of the Board of Directors, I will remain deeply engaged for the foreseeable future and am confident in McGraw Hill’s strategy and leadership. Philip’s deep expertise in technology and artificial intelligence, paired with his customer-centric approach, aligns well with McGraw Hill’s next phase of growth as we continue to evolve our digital, data-driven foundation to support the next generation of learners.”

“I am thrilled to join McGraw Hill at this pivotal moment in education,” said Philip Moyer, McGraw Hill’s President, Chief Executive Officer and member of the Board of Directors. “Simon and his team have built an extraordinary foundation. McGraw Hill is one of the most respected leaders in the industry, with unmatched assets to serve the next generation of learners. We are a digital-first business with some of the world’s most trusted global curricula. We have over a century of learning insights, and proprietary data and analytics. We have deep global customer relationships and, over the past 2 years, we have been rolling out AI solutions at scale and delivering real improvements in education outcomes. My focus is to build on this foundation, accelerate new and engaging learning tools, broaden the customers we serve and drive sustainable and profitable growth.”

“Our fiscal third quarter results again showcase the resilience and quality of our revenue profile, with double-digit growth in re-occurring and digital revenue and continued operating leverage. We are translating our strategic vision into impressive financial results, evidenced by our ability to raise our fiscal year 2026 guidance,” said Bob Sallmann, McGraw Hill’s Executive Vice President and Chief Financial Officer. “Additionally, our strong free cash flow enabled us to continue to reduce debt in the fiscal third quarter, and we remain committed to our net leverage target.”

Fiscal Third Quarter Strategic Highlights

The Company delivered market share gains and meaningful strategic progress in fiscal third quarter while advancing the scale and integration of its solutions.

  • Diversified Growth: Strength in core, supplemented by portfolio expansion with offerings such as ALEKS Adventure, ALEKS Calculus, Sharpen Advantage for Higher Education institutions, and McGraw Hill Plus.
  • Innovative Content Expansion: First-to-market Evergreen content delivery platform featured over 700 Higher Education titles, with ongoing educator adoption driving retention and valuable time savings.
  • Go-to-Market Excellence: Sales and marketing investments continued to pay forward with increased platform usage and customer satisfaction, while reinforcing customer centricity and share gains.
  • Expanding Solution Impact: Strong growth across McGraw Hill solutions, driven by AI powered capability enhancements such as AI Reader, Teacher Assistant and Writing Assistant, which improve efficacy, save educator time, and support ongoing share gain and customer retention.
  • Scaling AI Solutions: AI Reader recorded 16 million interactions, or 27 million since inception. With more than 1 million unique users in Q3, this AI tool is demonstrating accelerating customer engagement and scaling benefits, a proof point that AI represents a tailwind to the business.
  • Enhanced Integration: McGraw Hill continues to advance deeper institutional alignment and solution integration, with McGraw Hill Plus and future Sharpen and ALEKS integration.
  • Operational Efficiency: Infusing technology across the business to support productivity, streamline operations, and support future margin expansion opportunities.
  • Employer Recognition: Forbes named McGraw Hill one of America’s Best Midsize Employers in 2026, highlighting its mission-driven culture, employee excellence, and depth of industry expertise.
  • Leadership Transition: Philip Moyer was appointed President and Chief Executive Officer and a member of the Board of Directors effective February 9, 2026, bringing seasoned leadership to guide McGraw Hill’s next phase of growth. Former President and Chief Executive Officer Simon Allen continues as Chair of the Board of Directors, ensuring continuity and strategic stewardship for the foreseeable future.

Fiscal Third Quarter Segment Highlights

McGraw Hill's segment performance was led by strong double-digit growth in Higher Education, resilience in K-12 with share gain amid a smaller market year, and improving performance in Global Professional and International.

Higher Education

  • Revenue totaled $225.4 million, an increase of 24.0% year-over-year driven by record market share, value-based pricing, and favorable enrollment trends.
  • Re-occurring revenue totaled $196.0 million, an increase of 33.5% year-over-year, while digital revenue rose 24.8% year-over-year to $203.1 million, underscoring the scalability of subscription-based solutions.
  • Inclusive Access remains a pivotal distribution channel, comprising 60% of Higher Education revenue.
  • Evergreen continues to scale across over 700 titles, representing 70% of Higher Education revenue.
  • New innovations like AI Reader and Sharpen are driving engagement, and ALEKS Calculus is poised to unlock additional TAM.

K-12

  • Revenue totaled $128.2 million, down 14.6% year-over-year, as share gains were offset by the smaller overall fiscal year 2026 market opportunity.
  • Re-occurring revenue totaled $110.7 million, declining only 1.6% year-over-year, due to strong market capture and robust prior year sales.
  • End-to-end portfolio provides competitive differentiation within the larger fiscal year 2027 market opportunity.
  • Integrated solutions include McGraw Hill Plus, ALEKS Adventure and new AI capabilities which continue to demonstrate increased utilization rates, time savings and efficacy.

Global Professional and International

  • Medical and engineering sectors drove revenue growth in Global Professional, while the International revenue decline narrowed relative to the preceding quarter.

Fiscal Third Quarter 2026 Financial Highlights

Three Months Ended December 31,

Nine Months Ended December 31,

($ in thousands)

2025

2024

2025

2024

Revenue

$

434,162

$

416,493

$

1,639,059

$

1,628,037

Cost of sales (excluding depreciation and amortization)

$

63,844

$

65,253

$

326,305

$

343,901

Operating and administrative expenses

$

257,201

$

250,095

$

798,227

$

773,961

Net income (loss)

$

(20,199

)

$

(52,928

)

$

85,587

$

71,028

Adjusted EBITDA (1)

$

135,867

$

126,208

$

613,689

$

595,139

Net income (loss) margin

(4.7

)%

(12.7

)%

5.2

%

4.4

%

Adjusted EBITDA Margin (1)

31.3

%

30.3

%

37.4

%

36.6

%

Adjusted net income (loss) (1)

$

52,961

$

182,781

$

314,292

$

530,434

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 November 12, 2025

As of February 11, 2026

($ in millions)

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 EBITDA (1)

702

722

729

739

Earnings Conference Call and Webcast

Today, February 11, 2026, at 5:00 p.m. ET, McGraw Hill will host a conference call via webcast to review fiscal third quarter 2026 results and provide a business update. The webcast will be hosted by Simon Allen, Chair of the Board of Directors, Philip Moyer, 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 at which time registrants will receive dial-in information as well as a conference ID. Registration can be completed in advance of the conference call.

About McGraw Hill

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

Safe Harbor Statement

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

(1) Non-GAAP Financial Measures

In addition to presenting financial results that have been prepared in accordance with generally accepted principles in the United States (“GAAP”), we have included in this release the following non-GAAP financial measures—EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income (loss), Adjusted basic and diluted earnings (loss) per share, Adjusted operating and administrative expenses, Adjusted selling and marketing expenses, Adjusted general and administrative expenses, Adjusted research and development expenses and Net Leverage Ratio. All such financial measures that are not required by or presented in accordance with GAAP. We believe that these non-GAAP financial measures are useful in evaluating our business and the underlying trends that affect our performance. The Company has included non-GAAP financial measures within the meaning of Regulation G and Item 10(e) of Regulation S-K. We include these non-GAAP financial measures in this release because management uses them to assess our performance. We believe that they reflect the underlying trends and indicators of our business and allow management to focus on the most meaningful indicators of our continuous operational performance. Although we believe these measures are useful for investors for the same reasons, readers of the financial statements herein should note that these measures are not a substitute for GAAP financial measures or disclosures. Each of these measures is not a recognized term under GAAP and does not purport to be an alternative to net income (loss), or any other measure derived in accordance with GAAP as a measure of operating performance, or to cash flows from operations as a measure of liquidity. Such measures are presented for supplemental information purposes only, have limitations as analytical tools and should not be considered in isolation or as substitute measures for our results as reported under GAAP. Management uses non-GAAP financial measures to supplement GAAP results to provide a more complete understanding of the factors and trends affecting our business, rather than evaluating GAAP results alone. Because not all companies use identical calculations, our measures may not be comparable to other similarly titled measures of other companies, and our use of these measures varies from others in our industry. Such measures are not intended to be a measure of cash available for management’s discretionary use, as they may not capture actual cash obligations associated with interest payments, other debt service requirements and taxes. Because of these limitations, we rely primarily on our GAAP results and use these non-GAAP measures only supplementally. See “Reconciliations of Non-GAAP Financial Measures” in the “Supplemental Information” section below and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Quarterly Report on Form 10-Q filed on February 11, 2026, for reconciliations of non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP.

Forward-Looking Non-GAAP Financial Measures

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

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended

D ecember 31,

Nine Months Ended

D ecember 31,

2025

2024

2025

2024

Revenue

$

434,162

$

416,493

$

1,639,059

$

1,628,037

Cost of sales (excluding depreciation and amortization)

63,844

65,253

326,305

343,901

Gross profit

370,318

351,240

1,312,754

1,284,136

Operating expenses

Operating and administrative expenses

257,201

250,095

798,227

773,961

Depreciation

27,308

17,707

62,218

50,448

Amortization of intangibles

55,417

59,279

169,167

180,692

Total operating expenses

339,926

327,081

1,029,612

1,005,101

Operating income (loss)

30,392

24,159

283,142

279,035

Interest expense (income), net

47,358

68,877

162,072

229,899

(Gain) loss on extinguishment of debt

8,183

24,544

2,719

Income (loss) from operations before taxes

(25,149

)

(44,718

)

96,526

46,417

Income tax provision (benefit)

(4,950

)

8,210

10,939

(24,611

)

Net income (loss)

$

(20,199

)

$

(52,928

)

$

85,587

$

71,028

Basic earnings (loss) per share

$

(0.11

)

$

(0.32

)

$

0.47

$

0.43

Diluted earnings (loss) per share

$

(0.11

)

$

(0.32

)

$

0.47

$

0.43

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

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except for share data)

December 31, 2025

March 31, 2025

(Unaudited)

Assets

Current assets

Cash and cash equivalents

$

514,392

$

389,830

Accounts receivable, net of allowance for credit losses of $9,569 and $13,521 as of December 31, 2025 and March 31, 2025, respectively

242,331

338,426

Inventories, net

169,667

174,018

Prepaid and other current assets

142,517

150,357

Total current assets

1,068,907

1,052,631

Product development costs, net

255,137

222,182

Property, plant and equipment, net

90,408

95,197

Goodwill

2,557,595

2,557,595

Other intangible assets, net

1,285,551

1,454,185

Deferred income taxes

7,138

7,983

Operating lease right-of-use assets

47,853

49,661

Other non-current assets

331,458

318,326

Total assets

$

5,644,047

$

5,757,760

Liabilities and stockholders' equity (deficit)

Current liabilities

Accounts payable

$

113,127

$

146,742

Accrued royalties

110,911

71,457

Accrued compensation

89,059

124,954

Deferred revenue

813,153

794,031

Current portion of long-term debt

13,170

13,170

Operating lease liabilities

8,652

8,042

Other current liabilities

133,999

172,023

Total current liabilities

1,282,071

1,330,419

Long-term debt

2,605,642

3,164,551

Deferred income taxes

16,399

15,656

Long-term deferred revenue

883,663

882,156

Operating lease liabilities

60,491

64,737

Other non-current liabilities

20,439

19,997

Total liabilities

4,868,705

5,477,516

Commitments and contingencies

Stockholders' equity (deficit)

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

1,652

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

14

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

1,910

Additional paid-in capital

1,969,217

1,562,204

Accumulated deficit

(1,195,613

)

(1,281,200

)

Accumulated other comprehensive income (loss)

(172

)

(2,426

)

Total stockholders' equity (deficit)

775,342

280,244

Total liabilities and stockholders' equity (deficit)

$

5,644,047

$

5,757,760

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; dollars in thousands)

Nine Months Ended

D ecember 31,

2025

2024

Operating activities

Net income (loss)

$

85,587

$

71,028

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

Depreciation (including amortization of technology costs)

62,218

50,448

Amortization of intangibles

169,167

180,692

Amortization of product development costs

44,962

44,703

Amortization of deferred royalties

67,654

65,280

Amortization of deferred commission costs

15,983

12,735

Stock-based compensation

31,737

Credit losses on accounts receivable

(529

)

(2,556

)

Unrealized (gain) loss on interest rate cap

235

Inventory obsolescence

8,300

9,784

Deferred income taxes

845

(1,184

)

Amortization of debt discount

9,947

14,989

Amortization of deferred financing costs

3,744

8,782

(Gain) loss on extinguishment of debt

24,544

2,719

Changes in operating assets and liabilities:

Accounts receivable

100,633

(433

)

Inventories

(3,132

)

51,996

Prepaid and other current assets

(92,827

)

(127,245

)

Accounts payable and accrued expenses

(25,268

)

40,152

Deferred revenue

18,964

238,561

Other current liabilities

(42,123

)

30,653

Other changes in operating assets and liabilities, net

(3,109

)

(3,870

)

Cash provided by (used for) operating activities

477,297

687,469

Investing activities

Product development expenditures

(76,680

)

(60,476

)

Capital expenditures

(61,039

)

(42,621

)

Cash provided by (used for) investing activities

(137,719

)

(103,097

)

Financing activities

Payment of A&E Term Loan Facility

(595,575

)

(103,292

)

Payment of Term Loan Facility

(754,875

)

Borrowings on 2024 Secured Notes

650,000

Payment of finance lease obligations

(5,912

)

(7,708

)

Payment of deferred financing costs

(24,027

)

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

392,862

Deferred Initial Public Offering costs

(7,037

)

Cash provided by (used for) financing activities

(215,662

)

(239,902

)

Effect of exchange rate changes on cash

646

896

Net change in cash and cash equivalents

124,562

345,366

Cash and cash equivalents, at the beginning of the period

389,830

203,618

Cash and cash equivalents, at the end of the period

$

514,392

$

548,984

Supplemental disclosures

Cash paid for interest expense

$

124,679

$

173,392

Cash paid for income taxes

73,832

33,401

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 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 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 nine months ended December 31, 2025 and 2024:

Three Months Ended

D ecember 31,

Nine Months Ended

D ecember 31,

($ in thousands)

2025

2024

2025

2024

Net income (loss)

$

(20,199

)

$

(52,928

)

$

85,587

$

71,028

Interest expense (income), net

47,358

68,877

162,072

229,899

Income tax provision (benefit)

(4,950

)

8,210

10,939

(24,611

)

Depreciation, amortization and product development amortization

95,671

89,787

276,347

275,843

EBITDA

$

117,880

$

113,946

$

534,945

$

552,159

Restructuring and cost savings implementation charges (a)

3,894

3,688

8,774

17,010

Advisory fees (b)

2,500

3,125

7,500

Transaction and integration costs (c)

548

656

818

2,520

Stock-based compensation (d)

661

31,737

Gain (loss) on extinguishment of debt (e)

8,183

24,544

2,719

Other (f)

4,701

5,418

9,746

13,231

Adjusted EBITDA

$

135,867

$

126,208

$

613,689

$

595,139

Total Revenue

$

434,162

$

416,493

$

1,639,059

$

1,628,037

Net income (loss) margin

(4.7

)%

(12.7

)%

5.2

%

4.4

%

Adjusted EBITDA Margin

31.3

%

30.3

%

37.4

%

36.6

%

(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.

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 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 and the related tax impact of those adjustments.

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

The following table presents a reconciliation of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share to the most directly comparable GAAP financial measure for the three and nine months ended December 31, 2025 and 2024:

Three Months Ended

D ecember 31,

Nine Months Ended

D ecember 31,

($ in thousands)

2025

2024

2025

2024

Net income (loss)

$

(20,199

)

$

(52,928

)

$

85,587

$

71,028

Amortization of intangible assets (1)

55,255

59,081

168,634

180,115

Restructuring and cost savings implementation charges (2)

3,894

3,688

8,774

17,010

Advisory fees (2)

2,500

3,125

7,500

Transaction and integration costs (2)

548

656

818

2,520

Stock-based compensation (2)

661

31,737

Gain (loss) on extinguishment of debt (2)

8,183

24,544

2,719

Other (2)

4,701

5,418

9,746

13,231

Tax impact of adjustments (3)

(82

)

164,366

(18,673

)

236,311

Adjusted net income (loss)

$

52,961

$

182,781

$

314,292

$

530,434

Basic earnings (loss) per share

$

(0.11

)

$

(0.32

)

$

0.47

$

0.43

Diluted earnings (loss) per share

$

(0.11

)

$

(0.32

)

$

0.47

$

0.43

Adjusted basic earnings (loss) per share

$

0.28

$

1.10

$

1.74

$

3.18

Adjusted diluted earnings (loss) per share (4)

$

0.28

$

1.10

$

1.73

$

3.18

Basic weighted-average shares outstanding

191,001,519

166,611,519

180,979,446

166,611,519

Diluted weighted-average shares outstanding

191,001,519

166,611,519

181,236,696

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.

(4) For the three months ended December 31, 2025, the Company reported a net loss and, accordingly, all potentially dilutive securities were considered anti-dilutive and excluded from the calculation of diluted earnings (loss) per share. However, because the Company reported Adjusted net income for the same period, these potentially dilutive securities were included in the calculation of Adjusted diluted earnings (loss) per share, resulting in diluted weighted-average shares outstanding of 191,106,927.

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 on July 25, 2025 in connection with the consummation of our initial public offering), 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 on July 25, 2025 in connection with the consummation of our initial public offering), transaction and integration costs, stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

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

The following table presents a reconciliation of these non-GAAP operating and administrative expenses to the most directly comparable GAAP financial measure for the three and nine months ended December 31, 2025 and 2024:

Three Months Ended

D ecember 31,

Nine Months Ended

D ecember 31,

($ in thousands)

2025

2024

2025

2024

Operating and administrative expenses

$

257,201

$

250,095

$

798,227

$

773,961

Restructuring and cost savings implementation charges

(3,894

)

(3,688

)

(8,774

)

(17,010

)

Advisory fees

(2,500

)

(3,125

)

(7,500

)

Transaction and integration costs

(548

)

(656

)

(818

)

(2,520

)

Amortization of product development costs

(12,946

)

(12,801

)

(44,962

)

(44,703

)

Stock-based compensation

(661

)

(31,737

)

Other

(4,701

)

(5,418

)

(9,746

)

(13,231

)

Adjusted operating and administrative expenses (1)

$

234,451

$

225,032

$

699,065

$

688,997

Selling and marketing

$

89,793

$

85,840

$

277,154

$

275,824

Stock-based compensation

(20

)

(1,161

)

Other

(2,465

)

(469

)

(4,066

)

(2,467

)

Adjusted selling and marketing expenses (1)

$

87,308

$

85,371

$

271,927

$

273,357

General and administrative

$

86,947

$

81,322

$

273,487

$

256,360

Restructuring and cost savings implementation charges

(3,894

)

(3,688

)

(8,774

)

(17,010

)

Advisory fees

(2,500

)

(3,125

)

(7,500

)

Transaction and integration costs

(548

)

(656

)

(818

)

(2,520

)

Stock-based compensation

(715

)

(25,509

)

Other

(1,738

)

(4,693

)

(4,490

)

(10,092

)

Adjusted general and administrative expenses (1)

$

80,052

$

69,785

$

230,771

$

219,238

Research and development

$

67,515

$

70,132

$

202,624

$

197,074

Stock-based compensation

74

(5,067

)

Other

(498

)

(256

)

(1,190

)

(672

)

Adjusted research and development expenses (1)

$

67,091

$

69,876

$

196,367

$

196,402

(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.

Net Leverage Ratio

“Net leverage Ratio“ is calculated by dividing net debt as of the most recent balance sheet date by the Last Twelve Months (“LTM”) Adjusted EBITDA. Net debt is defined as Gross Debt, net of cash and cash equivalents. Gross Debt is defined as the total amount of principal borrowings outstanding.

LTM is defined as the twelve-month period ended on the last day of the most recently completed fiscal quarter and 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.

As of December 31,

($ in thousands)

2025

Gross Debt

$

2,682,340

Cash and cash equivalents

(514,392

)

Net Debt

$

2,167,948

LTM Adjusted EBITDA (1)

$

745,340

Net Leverage Ratio (2)

2.9x

(1) LTM Adjusted EBITDA is calculated by adding Adjusted EBITDA for the nine months ended December 31, 2025 of $613,689, to Adjusted EBITDA for the fiscal year ended March 31, 2025 of $726,790, and subtracting Adjusted EBITDA for the nine months ended December 31, 2024 of $595,139.

(2) In addition to the Net Leverage Ratio, pursuant to our credit agreements, the Company is subject to a Consolidated First Lien Net Leverage Ratio covenant. The Consolidated First Lien Net Leverage Ratio is calculated by dividing Net Debt by LTM Consolidated Adjusted EBITDA, as defined in our credit agreements. As of December 31, 2025, the Consolidated First Lien Net Leverage Ratio was 3.1x. LTM Consolidated Adjusted EBITDA is calculated by adding Consolidated Adjusted EBITDA for the nine months ended December 31, 2025 of $646,876, to Consolidated Adjusted EBITDA for the fiscal year ended March 31, 2025 of $895,614, and subtracting Consolidated Adjusted EBITDA for the nine months ended December 31, 2024 of $833,416. Consolidated Adjusted EBITDA differs from Adjusted EBITDA presented elsewhere herein and is defined in our credit agreements.

Key Operating Metrics

Re-occurring Revenue and Transactional Revenue for the Three and Nine Months Ended December 31, 2025 and 2024

Three Months Ended December 31,

2025

2024

($ in thousands)

Re-occurring

R evenue

Transactional

R evenue

Total

Re-occurring

R evenue

Transactional

R evenue

Total

K-12

$

110,706

$

17,483

$

128,189

$

112,537

$

37,645

$

150,182

Higher Education

196,016

29,347

225,363

146,854

34,906

181,760

Global Professional

25,293

10,946

36,239

24,438

11,093

35,531

International

25,445

18,616

44,061

27,550

17,339

44,889

Other

310

310

4,131

4,131

Total Revenue

$

357,460

$

76,702

$

434,162

$

311,379

$

105,114

$

416,493

Nine Months Ended December 31

2025

2024

($ in thousands)

Re-occurring

R evenue

Transactional

R evenue

Total

Re-occurring

R evenue

Transactional

R evenue

Total

K-12

$

510,583

$

247,684

$

758,267

$

489,656

$

339,998

$

829,654

Higher Education

517,247

103,457

620,704

438,441

90,055

528,496

Global Professional

73,605

37,601

111,206

70,614

40,618

111,232

International

66,033

79,837

145,870

71,120

87,257

158,377

Other

3,012

3,012

278

278

Total Revenue

$

1,167,468

$

471,591

$

1,639,059

$

1,069,831

$

558,206

$

1,628,037

RPO as of December 31, 2025 and as of March 31, 2025

December 31, 2025

March 31, 2025

($ in thousands)

Current

Non-current

Total

Current

Non-current

Total

RPO by Segment:

K-12

$

517,292

$

817,592

$

1,334,884

$

457,353

$

822,232

$

1,279,585

Higher Education

197,293

56,400

253,693

247,685

49,631

297,316

Global Professional

65,088

7,164

72,252

54,949

7,399

62,348

International

32,960

2,507

35,467

30,513

2,894

33,407

Other

520

520

3,531

3,531

Total RPO

$

813,153

$

883,663

$

1,696,816

$

794,031

$

882,156

$

1,676,187

Digital and Print Revenue

Disaggregation of Revenue for the Three and Nine Months Ended December 31, 2025 and 2024

Three Months Ended December 31,

2025

2024

($ in thousands)

Digital

Print (1)

Total

Digital

Print (1)

Total

Revenue by Segment:

K-12

$

103,513

$

24,676

$

128,189

$

107,976

$

42,206

$

150,182

Higher Education

203,104

22,259

225,363

162,717

19,043

181,760

Global Professional

28,249

7,990

36,239

26,398

9,133

35,531

International

28,819

15,242

44,061

30,561

14,328

44,889

Other (2)

310

310

4,131

4,131

Total Revenue

$

363,685

$

70,477

$

434,162

$

327,652

$

88,841

$

416,493

Nine Months Ended December 31,

2025

2024

($ in thousands)

Digital

Print (1)

Total

Digital

Print (1)

Total

Revenue by Segment:

K-12

$

330,746

$

427,521

$

758,267

$

328,516

$

501,138

$

829,654

Higher Education

558,099

62,605

620,704

473,966

54,530

528,496

Global Professional

79,543

31,663

111,206

76,742

34,490

111,232

International

72,544

73,326

145,870

79,095

79,282

158,377

Other (2)

3,012

3,012

278

278

Total Revenue

$

1,040,932

$

598,127

$

1,639,059

$

958,319

$

669,718

$

1,628,037

(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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260210130688/en/

Investor Contacts:
Danielle Kloeblen
Danielle.kloeblen@mheducation.com

Zack Ajzenman
Zack.ajzenman@mheducation.com

Lizzie Kenter
Lizzie.kenter@mheducation.com

Media Contacts:
Cathy McManus
Cathy.mcmanus@mheducation.com

Tyler Reed
Tyler.reed@mheducation.com

FAQ**

Given the strong growth in re-occurring revenue of 14.8%, how does McGraw Hill Inc. (NYSE: MH) plan to sustain this momentum in future quarters while also managing costs?

McGraw Hill Inc. plans to sustain its strong 14.8% recurring revenue growth by leveraging technology for operational efficiency, focusing on customer retention strategies, and optimizing its product offerings while carefully managing costs to enhance profitability.

With a 24.0% increase in Higher Education revenue, what specific strategies is McGraw Hill Inc. (MH) implementing to further capitalize on this segment?

McGraw Hill Inc. is likely enhancing its digital learning platforms, expanding partnerships with educational institutions, and developing adaptive learning technologies to further capitalize on the growing Higher Education revenue segment.

Considering the company's raised fiscal year 2026 guidance, how does McGraw Hill Inc. (MH) forecast its revenue growth to evolve in the following fiscal years?

McGraw Hill Inc. (MH) anticipates sustained revenue growth beyond fiscal year 2026, driven by robust demand in its educational and digital solutions segments, alongside strategic investments aimed at enhancing product offerings and expanding market reach.

What role do AI-powered solutions play in McGraw Hill Inc.'s (MH) future growth strategy, particularly in enhancing customer engagement and retention?

AI-powered solutions are integral to McGraw Hill Inc.'s future growth strategy as they enhance customer engagement and retention by personalizing learning experiences, optimizing content delivery, and providing valuable insights into user behavior and preferences.

**MWN-AI FAQ is based on asking OpenAI questions about McGraw Hill Inc. (NYSE: MH).

McGraw Hill Inc.

NASDAQ: MH

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