McGraw Hill, Inc.

Location · Lease Expiration · Approximate Area(Sq. Ft.) · Principal Use of Space

Owned Premises:

Blacklick, Ohio · Owned · 548,144 · Warehouse & Office

Monterey, California · Owned · 209,204 · Office

Columbus, Ohio · Owned · 170,615 · Office

Leased Premises:

Groveport, Ohio · 2027 · 667,672 · Warehouse & Office

New York, New York(1) · 2035 · 136,176 · Office

Chicago, Illinois · 2029 · 37,031 · Office

Noida, Uttar Pradesh, India · 2031 · 35,715 · Office

(1)In October 2025, the Company entered into a sublease agreement for 75,566 square feet of its New York office space. The sublease expires in 2035, which corresponds to the remaining term of the Company’s master lease for the premises.

In addition, we own and lease other offices that are not material to our operations.

• McGraw-Hill Global Education Singapore Holdings Pte. Ltd. Singapore⁵
• McGraw-Hill Global Education UK Holdco II Limited United Kingdom⁵
• McGraw-Hill Global Education UK Holdco Limited United Kingdom⁵
• McGraw-Hill Hong Kong Limited Hong Kong⁵
• McGraw-Hill Interamericana Editores, S.A. de C.V. Mexico⁵
• McGraw-Hill Interamericana de Espana, S.L. Spain⁵
• McGraw-Hill Interamericana, Inc. New York⁵
• McGraw-Hill International Enterprises LLC Delaware⁵
• McGraw-Hill Ryerson Limited Canada⁵
• McGraw-Hill/Interamericana de Chile Limitada Chile⁵
• Open International Publishing Limited United Kingdom⁵

• A change from up-front payment by school districts for multi-year licenses could adversely affect our cash flow.
• Operational, Legal and Compliance Risks
• Operational disruptions, malfunctions or intentional hacking of our technological systems such as our hosting systems and delivery platforms, or the technological systems of the third parties on which we rely, could adversely affect our operations or business and cause financial loss and reputational damage.
• Failure to comply with privacy, accessibility and other laws could have a material adverse impact on our reputation and financial performance.
• Defects in our digital products could cause financial loss and reputational damage.
• Our business is dependent upon our brand recognition and reputation, and if we fail to maintain or support our brand recognition or reputation, our business could be harmed.
• Legal actions against us, including putative class action lawsuits, could be costly to defend and could result in significant damages.
• Failure to act in accordance with generally accepted ethical business standards or comply with applicable statutes regarding bribery, corruption, fraud, sanctions and competition could result in substantial financial cost and adversely impact our reputation.
• Rapidly changing expectations and standards on environmental, social and governance (“ESG”) matters may impact our business, subject us to unforeseen liability or cause harm to our reputation.
• Changes in accounting rules could adversely affect our future operating results.
• Risks Related to Distribution, Sourcing and Talent
• We utilize the services of third-party suppliers, distributors, representatives and retailers for a substantial portion of our sales.
• An insufficient supply of, or increases in the costs of, paper could adversely affect our financial results.
• Consolidation and concentration in our distribution and retail channels for our Higher Education products could adversely affect our profitability and financial results.
• An adverse change in orders or payments by a material reseller could adversely affect our financial results.
• Unexpectedly large returns could adversely affect our financial results.
• We outsource the performance of many critical operational functions to third parties.
• We may not be able to retain or attract the key authors and talented personnel that we need to remain competitive and grow.
• A significant increase in operating costs and expenses due to inflation or other causes could have a material adverse effect on our profitability and cash flow.
• Risks Related to Our Intellectual Property
• Our intellectual property and proprietary rights may not be adequately protected under current or future laws. An increase in unauthorized copying and distribution of our products could adversely affect our sales, and an increase in efforts to combat such activities could increase our expenses, which may adversely impact our business, financial condition and results of operations.
• Risks Related to Strategic Initiatives and Financings
• Our investments in new products and distribution channels and entry into new markets may not be profitable.
• Future acquisitions could disrupt our business and may divert management’s attention and, if unsuccessful, harm our business.
• We have recorded, and may in the future record, goodwill or indefinite-lived intangibles impairment charges related to our reporting units, which could materially adversely impact our results of operations.
• Our substantial indebtedness may restrict our ability to react to changes in the economy or our industry and exposes us to interest rate risk and risk of default and prevent us from fulfilling our obligations under the Credit Agreements, the Notes and other indebtedness.
• We may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
• Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
• Despite our substantial indebtedness, we may still be able to incur significantly more debt, which could intensify the risks described above.
• Our ability to use net operating losses and other tax attributes, to offset future taxable income may be subject to limitations.
• Risks Related to Non-U.S. Operations and Sales
• We face risks of doing business abroad.
• Fluctuations between foreign currencies and the U.S. dollar could adversely affect our financial results.
• Sales to clients outside the United States or with international operations expose us to risks inherent to international businesses, which may include adverse impacts arising out of international regulatory changes.
• U.S. tariff policy could increase our costs and affect our financial results.
• Changes in macroeconomic and geopolitical conditions have affected, and could continue to affect our growth, business and results of operations.
• Risks Related to Our Relationship with Platinum and Being a “Controlled Company”
• After the completion of our initial public offering, we continue to be a “controlled company” within the meaning of NYSE rules and, as a result, we qualify for, and intend to continue to rely on, exemptions from certain corporate governance requirements. Our stockholders do not, and will not, have the same protections afforded to stockholders of other companies that are subject to such requirements.
• Platinum controls us, and its interests may conflict with ours or other stockholders’ in the future.
• Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
• Risks Related to Our Organizational Structure
• McGraw Hill, Inc. is a holding company. Our sole material asset is our indirect equity interest in McGraw-Hill Education, Inc., and as such, we will depend on our subsidiaries for cash to fund all of our expenses.
• Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.
• Risks Related to Ownership of Our Common Stock
• Future offerings of debt or equity securities by us may have a material adverse effect on the market price of our Common Stock.
• As a publicly traded company, we are required to design, implement and maintain adequate internal control over financial reporting. Failure to comply with requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business and the price of our Common Stock, and could result in our financial statements becoming unreliable.
• Our stock price may change significantly, and stockholders may not be able to resell shares of our Common Stock at or above the price paid or at all and could lose all or part of their investment as a result.
• Because we have no current plans to pay cash dividends on our Common Stock, stockholders may not receive any return on investment unless they sell their Common Stock for a price greater than that which they paid for it.
• If securities or industry analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.
• Changes in tax laws may impact the tax treatment of income or gains on our Common Stock.
• We have incurred and will continue to incur significantly increased costs and are subject to additional regulations and requirements as a result of recently becoming a publicly traded company, and our management is and will continue to be required to devote substantial time to new compliance matters, which could lower our profits or make it more difficult to run our business.
• If we or Platinum sell additional shares of our Common Stock or are perceived by the public markets as intending to sell them, the market price of our Common Stock could decline.
• If our directors, executive officers or significant stockholders sell a substantial amount of our Common Stock or are perceived by the public markets as intending to sell them, the market price of our Common Stock could decline or may make it more difficult for stockholders to sell their shares at a price they deem appropriate.
• Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.
• Claims for indemnification by our directors, officers or Platinum Advisors may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
• Our second amended and restated certificate of incorporation contains exclusive forum provisions for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.