HMH (HMH) COO receives 17,682 RSU true-up grant, total holdings 103,160 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CHAUVIERE E CHARLS reported acquisition or exercise transactions in this Form 4 filing.

HMH Holding Inc reported that Chief Operations Officer E. Charls Chauviere received a grant of 17,682 restricted stock units of Class A common stock. This equity award was issued at no cash cost to the officer as a compensation grant under the HMH Holding Inc. 2026 Long-Term Incentive Plan.

The footnotes explain that this is a true-up grant correcting an earlier administrative under-allocation of units previously approved by the board. After this grant, Chauviere directly holds 103,160 shares, including units that vest immediately and others that vest between September 2026 and September 2028.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CHAUVIERE E CHARLS

Role Chief Operations Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	17,682	$0.00	--

Holdings After Transaction: Class A Common Stock — 103,160 shares (Direct, null)

Footnotes (1)

Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on May 5, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). Due to an administrative error in the calculation of equity awards granted on April 2, 2026, fewer restricted stock units were granted to the reporting person than were approved by the Board of Directors of the Issuer to be granted on that date. This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved. (Continued from footnote 1) The restricted stock units include 14,873 restricted stock units that vested immediately upon grant, 624 restricted stock units that vest on September 1, 2026, 874 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 1,311 restricted stock units that vest in three equal annual installments on September 1, 2026, September 1, 2027 and September 1, 2028.

Key Figures

RSU grant size: 17,682 units Price per share: $0.00 per share Post-grant holdings: 103,160 shares +4 more

7 metrics

RSU grant size 17,682 units Restricted stock units granted on May 5, 2026

Price per share $0.00 per share Stated transaction price for RSU grant

Post-grant holdings 103,160 shares Total shares held following the transaction

Immediately vested RSUs 14,873 units Portion of RSUs vesting immediately upon grant

Single-date vesting tranche 624 units RSUs vesting on September 1, 2026

Two-year vesting tranche 874 units RSUs vesting in two equal installments on Sept 1, 2026 and 2027

Three-year vesting tranche 1,311 units RSUs vesting in three equal installments from Sept 1, 2026 to 2028

Key Terms

restricted stock units, 2026 Long-Term Incentive Plan, true-up award, vested immediately upon grant, +1 more

5 terms

restricted stock units financial

"Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2026 Long-Term Incentive Plan financial

"restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan"

true-up award financial

"This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved."

vested immediately upon grant financial

"The restricted stock units include 14,873 restricted stock units that vested immediately upon grant"

annual installments financial

"restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027"

Form 4 Insider Transactions: What Each Field Means →

05/07/2026 - 03:08 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHAUVIERE E CHARLS

(Last)

(First)

(Middle)

3300 NORTH SAM HOUSTON PARKWAY EAST

(Street)

HOUSTON

TEXAS

77032

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HMH Holding Inc [ HMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operations Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/05/2026		A		17,682⁽¹⁾⁽²⁾	A	$0.00	103,160	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on May 5, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). Due to an administrative error in the calculation of equity awards granted on April 2, 2026, fewer restricted stock units were granted to the reporting person than were approved by the Board of Directors of the Issuer to be granted on that date. This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved.

2. (Continued from footnote 1) The restricted stock units include 14,873 restricted stock units that vested immediately upon grant, 624 restricted stock units that vest on September 1, 2026, 874 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 1,311 restricted stock units that vest in three equal annual installments on September 1, 2026, September 1, 2027 and September 1, 2028.

	/s/ Dwight W. Rettig, attorney-in-fact	05/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HMH (HMH) report for E. Charls Chauviere?

HMH reported that Chief Operations Officer E. Charls Chauviere received 17,682 restricted stock units of Class A common stock as an equity grant. The award was issued at no cash cost and is part of the company’s 2026 Long-Term Incentive Plan.

Why did HMH (HMH) grant an additional 17,682 restricted stock units to its COO?

The 17,682 restricted stock units were granted as a true-up award to correct an earlier administrative error that resulted in fewer units being granted than the board had approved. This grant aligns the COO’s total equity awards with the amounts originally authorized.

How many HMH (HMH) shares does the COO hold after this Form 4 transaction?

After the grant, Chief Operations Officer E. Charls Chauviere holds 103,160 shares of HMH Class A common stock. This total includes the newly awarded restricted stock units, some of which vest immediately and others that vest over future dates.

How do the new HMH (HMH) restricted stock units for the COO vest over time?

Of the 17,682 restricted stock units, 14,873 vested immediately. The remaining units vest on set schedules between September 2026 and September 2028, including two- and three-year installment structures tied to specific September 1 vesting dates.

Was the HMH (HMH) COO’s equity grant in this Form 4 an open-market purchase?

No, the transaction was not an open-market purchase. It was a compensation-related grant of restricted stock units at a stated price of $0.00 per share, reflecting a board-approved equity award rather than a cash-funded stock purchase on the market.