HMH Holding (HMH) GC granted 24,116 RSUs, 39,779 shares withheld for tax

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HMH Holding Inc Chief Administrative Officer and General Counsel Dwight W. Rettig received a grant of 24,116 restricted stock units of Class A Common Stock on June 19, 2026 under the company’s 2026 Long-Term Incentive Plan. These units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029. A prior transaction on May 18, 2026 involved 39,779 shares withheld at $19.28 per share to satisfy tax withholding obligations upon vesting of earlier restricted stock units. Following these transactions, Rettig directly owns 101,810 shares of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider RETTIG DWIGHT W

Role Chf Admn Officer, GC, Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	24,116	$0.00	--
Tax Withholding	Class A Common Stock	39,779	$19.28	$767K

Holdings After Transaction: Class A Common Stock — 101,810 shares (Direct, null)

Footnotes (1)

Represents shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of HMH Holding Inc. (the "Issuer") withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. This net settlement was approved by the board of directors of the Issuer pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on June 19, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029.

Key Figures

RSU grant size: 24,116 units Tax-withheld shares: 39,779 shares Withholding price: $19.28 per share +4 more

7 metrics

RSU grant size 24,116 units Restricted stock units granted June 19, 2026

Tax-withheld shares 39,779 shares Shares withheld for tax obligations on May 18, 2026

Withholding price $19.28 per share Price used for tax-withholding disposition

Post-transaction holdings 101,810 shares Direct Class A Common Stock owned after reported transactions

First vesting date September 19, 2027 First of three equal RSU vesting installments

Second vesting date June 19, 2028 Second of three equal RSU vesting installments

Third vesting date June 19, 2029 Final RSU vesting installment

Key Terms

restricted stock units, tax withholding obligations, Rule 16b-3, net settlement, +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.

tax withholding obligations financial

"withheld to satisfy tax withholding obligations upon the vesting of restricted stock units"

Rule 16b-3 regulatory

"This net settlement was approved by the board of directors of the Issuer pursuant to Rule 16b-3 under the Securities Exchange Act of 1934"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

net settlement financial

"This net settlement was approved by the board of directors of the Issuer"

Long-Term Incentive Plan financial

"granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on June 19, 2026"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 06:42 PM Accepted by SEC EDGAR 06/23/2026 - 06:41 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^*

RETTIG DWIGHT W

(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)
	Chf Admn Officer, GC, Corp Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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	05/18/2026		F		39,779⁽¹⁾	D	$19.28	77,694	D
Class A Common Stock	06/19/2026		A		24,116⁽²⁾	A	$0.00	101,810	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 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of HMH Holding Inc. (the "Issuer") withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. This net settlement was approved by the board of directors of the Issuer pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on June 19, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029.

	/s/ Dwight W. Rettig	06/23/2026
	** 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 did HMH (HMH) disclose about Dwight Rettig’s latest equity grant?

HMH reported that Dwight W. Rettig received 24,116 restricted stock units of Class A Common Stock on June 19, 2026. The grant was made under the 2026 Long-Term Incentive Plan and represents a stock-based compensation award rather than an open-market purchase.

How do Dwight Rettig’s new HMH restricted stock units vest over time?

The 24,116 restricted stock units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029. Each unit represents a contingent right to receive one share of HMH Class A Common Stock when the applicable vesting date is reached.

Why were 39,779 HMH shares disposed of in Dwight Rettig’s Form 4 filing?

The 39,779 shares of HMH Class A Common Stock were withheld to satisfy tax withholding obligations on the vesting of restricted stock units. This tax-withholding disposition was a net settlement approved by the board under Rule 16b-3 and is not an open-market sale.

How many HMH shares does Dwight Rettig own after these transactions?

After the reported transactions, Dwight W. Rettig directly owns 101,810 shares of HMH Class A Common Stock. This figure reflects his direct holdings following the equity grant and the separate tax-withholding share disposition related to vesting restricted stock units.

Is Dwight Rettig’s recent HMH Form 4 activity a market purchase or sale?

The Form 4 shows a grant of 24,116 restricted stock units as compensation and a separate withholding of 39,779 shares for taxes. Neither transaction represents an open-market buy or sell; they are equity award and tax-settlement events approved under the company’s plans.