McGraw Hill, Inc.

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.

SEC original ↗McGraw Hill, Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

Adjusted EBITDA is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our IPO), impairment charges, transaction and integration costs, (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.

SEC original ↗McGraw Hill, Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

The fair market value of the A&E Term Loan Facility was determined using pricing sources and models utilizing market observable inputs to determine fair value and is classified as Level 2 within the fair value hierarchy as of June 30, 2026 and March 31, 2026.

SEC original ↗McGraw Hill, Inc. — 10-Q Quarterly report10-QAug 13, 2026

Accordingly, the fair market values of the debt presented may not be indicative of their future values.

SEC original ↗McGraw Hill, Inc. — 10-Q Quarterly report10-QAug 13, 2026

As most of the Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate at the lease commencement date to determine the present value of the total lease payments.

SEC original ↗McGraw Hill, Inc. — 10-Q Quarterly report10-QAug 13, 2026

New solutions and capabilities were bolstered through the impactful and responsible use of data science and GenAI to drive efficacy, solve pain points, and fuel continued growth and market expansion.

SEC original ↗McGraw Hill, Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

Global Professional Business Revenue totaled $35.2 million, relatively steady year-over-year, as a 3.9% increase in re-occurring revenue was offset by the ongoing strategic exit of non-core solutions.

SEC original ↗McGraw Hill, Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

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.

SEC original ↗McGraw Hill, Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

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.

SEC original ↗McGraw Hill, Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

Securities and Exchange Commission (the SEC ) on June 11, 2026 (the Annual Report ), including in the sections entitled Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business, and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

SEC original ↗McGraw Hill, Inc. — 10-Q Quarterly report10-QAug 13, 2026

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.

SEC original ↗McGraw Hill, Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

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.

SEC original ↗McGraw Hill, Inc. — Earnings release (8-K exhibit)EX-99Aug 14, 2025

Legal Proceedings 49 Item 1A.

SEC original ↗McGraw Hill, Inc. — 10-Q Quarterly report10-QAug 13, 2026

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

SEC original ↗McGraw Hill, Inc. — 10-Q Quarterly report10-QAug 13, 2026

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 Quarterly Report on Form 10-Q.

SEC original ↗McGraw Hill, Inc. — 10-Q Quarterly report10-QAug 13, 2026

Such risks, uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth under Risk Factors included within our Annual Report on Form 10-K and the following: the competition our products and services face; our investments in new products and distribution channels and entry into new markets; our failure to win new adoptions or reductions in anticipated levels of federal, state and local education funding available; the order patterns and payment schedules of customers and high degree of seasonality related to our business; changes in policy and funding shifts, including the potential reorganization or dismantlement of the U.

SEC original ↗McGraw Hill, Inc. — 10-Q Quarterly report10-QAug 13, 2026