HMH CTO vests 10,927 shares; 5,180 withheld

HMH’s CTO had performance-based stock units vest into shares, with part withheld to cover taxes.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that Chief Technology Officer Pal Skogerbo had performance-based equity awards vest and settle into Class A common stock on September 3, 2026. A total of 10,927 shares were acquired upon vesting of previously granted performance-based restricted stock units at a reference price of $19.26 per share. 5,180 shares were simultaneously withheld to satisfy tax withholding obligations, resulting in a net share delivery to the executive. The awards were tied to EBITDA growth over a three-year period compared with peer companies, with performance certified at 50%, causing the units to become earned at 100% of the target amount granted. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Skogerbo Pal

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	10,927	$19.26	$210K
Tax Withholding	Class A Common Stock F2	5,180	$19.26	$100K

Holdings After Transaction: Class A Common Stock — 62,031 shares (Direct)

Footnotes (2)

1. F1. On April 2, 2026, the reporting person was granted 10,927 performance-based restricted stock units, each of which represented a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). The restricted stock units could be earned up to 200% of target depending on the Issuer's EBITDA growth as compared to the EBITDA growth of a set of peer companies over the three-year period from September 1, 2023 through August 31, 2026 and subject to the reporting person's continued service throughout such three-year period. On September 3, 2026, the Compensation Committee of the Board of Directors of the Issuer certified achievement of the performance condition at 50%, resulting in the restricted stock units originally granted becoming earned at 100% of the target amount granted.
2. F2. Represents shares of Class A common stock, par value $0.01 per share of the Issuer withheld to satisfy tax withholding obligations upon the vesting of performance-based 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.

Key Figures

Shares acquired upon vesting: 10,927 shares of Class A common stock Shares withheld for taxes: 5,180 shares Reference share price: $19.26 per share +3 more

6 metrics

Shares acquired upon vesting 10,927 shares of Class A common stock Performance-based restricted stock units settled on September 3, 2026

Shares withheld for taxes 5,180 shares Withheld to satisfy tax withholding obligations on September 3, 2026

Reference share price $19.26 per share Price reported for both acquisition and tax-withholding transactions

Performance-based RSUs originally granted 10,927 units Grant dated April 2, 2026, each unit for one Class A share

Maximum earn-out multiple 200% of target Performance-based RSUs could be earned up to this level based on EBITDA growth

Certified performance level 50% EBITDA growth test versus peers over September 1, 2023–August 31, 2026

Key Terms

performance-based restricted stock units, EBITDA, net settlement, Rule 16b-3

4 terms

performance-based restricted stock units financial

"the reporting person was granted 10,927 performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

EBITDA financial

"depending on the Issuer's EBITDA growth as compared to the EBITDA growth"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

net settlement financial

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

Rule 16b-3 regulatory

"approved by the board of directors of the Issuer pursuant to Rule 16b-3"

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.

FAQ

What insider transactions did HMH (HMH) report for its CTO on September 3, 2026?

HMH reported that CTO Pal Skogerbo acquired 10,927 shares of Class A common stock from vested performance-based restricted stock units, with 5,180 shares withheld to cover tax obligations, all dated September 3, 2026.

How many HMH (HMH) shares did the CTO ultimately receive after tax withholding?

The Form 4 shows 10,927 shares acquired and 5,180 shares withheld for taxes. This implies a net delivery of 5,747 shares of Class A common stock to CTO Pal Skogerbo upon settlement of the performance-based restricted stock units.

What performance conditions applied to the CTO’s equity award at HMH (HMH)?

The CTO’s 10,927 performance-based restricted stock units were tied to HMH’s EBITDA growth versus a peer group over a three-year period from September 1, 2023 through August 31, 2026. The units could be earned up to 200% of target based on performance.

What performance result did HMH (HMH) certify for the CTO’s award?

On September 3, 2026, HMH’s Compensation Committee certified performance at 50%, which caused the originally granted 10,927 restricted stock units to become earned at 100% of the target amount granted under the award terms.

Was a Rule 10b5-1 trading plan involved in the HMH (HMH) CTO’s Form 4 transactions?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and the footnotes describe vesting and tax withholding mechanics only. There is no indication that these transactions were executed under a Rule 10b5-1 trading plan.

Why were 5,180 HMH (HMH) shares disposed of in the CTO’s Form 4?

The 5,180 shares reported as a disposition were withheld to satisfy tax withholding obligations upon vesting of performance-based restricted stock units. The filing states this “net settlement” was approved under Rule 16b-3 by the board of directors.

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Available on EDGAR 09/04/2026 - 05:57 PM Accepted by SEC EDGAR 09/04/2026 - 05:57 PM Learn about SEC filing dates

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^*

Skogerbo Pal

(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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/03/2026		A		10,927(1)	A	$19.26	67,211	D
Class A Common Stock	09/03/2026		F		5,180(2)	D	$19.26	62,031	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 2, 2026, the reporting person was granted 10,927 performance-based restricted stock units, each of which represented a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). The restricted stock units could be earned up to 200% of target depending on the Issuer's EBITDA growth as compared to the EBITDA growth of a set of peer companies over the three-year period from September 1, 2023 through August 31, 2026 and subject to the reporting person's continued service throughout such three-year period. On September 3, 2026, the Compensation Committee of the Board of Directors of the Issuer certified achievement of the performance condition at 50%, resulting in the restricted stock units originally granted becoming earned at 100% of the target amount granted.

2. Represents shares of Class A common stock, par value $0.01 per share of the Issuer withheld to satisfy tax withholding obligations upon the vesting of performance-based 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.

Remarks:

	/s/ Dwight W. Rettig, attorney-in-fact	09/04/2026
	** 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.
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* Form 4: SEC 1474 (03-26)