HMH CFO granted 24,116 RSUs, tax shares withheld

HMH Holding Inc’s Chief Financial Officer Thomas W. McGee reported routine equity compensation and related tax withholding in Class A Common Stock.

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Filing Sentiment

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Rhea-AI Filing Summary

HMH Holding Inc’s Chief Financial Officer Thomas W. McGee reported routine equity compensation and related tax withholding in Class A Common Stock. On June 19, 2026, he received a grant of 24,116 restricted stock units under the 2026 Long-Term Incentive Plan, each convertible into one share. These units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029. Earlier, on May 18, 2026, 39,779 shares at $19.28 per share were withheld to satisfy tax obligations upon RSU vesting, a net settlement approved under Rule 16b-3. After these transactions, McGee directly holds 151,810 shares of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McGee Thomas W.

Role Chief Financial Officer

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

Holdings After Transaction: Class A Common Stock — 151,810 shares (Direct)

Footnotes (2)

F1. 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.
F2. 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

RSUs granted: 24,116 units Shares withheld for tax: 39,779 shares Withholding price: $19.28 per share +2 more

5 metrics

RSUs granted 24,116 units Restricted stock units granted June 19, 2026

Shares withheld for tax 39,779 shares Withheld May 18, 2026 to satisfy tax obligations

Withholding price $19.28 per share Value used for tax withholding shares on May 18, 2026

Post-transaction holdings 151,810 shares Class A Common Stock directly held after reported transactions

RSU vesting schedule 3 installments Vests on Sep 19, 2027; Jun 19, 2028; Jun 19, 2029

Key Terms

restricted stock units, net settlement, Rule 16b-3, 2026 Long-Term Incentive Plan, +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.

net settlement financial

"withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. This net settlement was approved by the board of directors"

Rule 16b-3 regulatory

"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.

2026 Long-Term Incentive Plan financial

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

tax withholding obligations financial

"shares of Class A common stock ... withheld to satisfy tax withholding obligations upon the vesting of restricted stock units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did HMH (HMH) disclose for CFO Thomas W. McGee?

HMH disclosed that CFO Thomas W. McGee received 24,116 restricted stock units on June 19, 2026, and had 39,779 shares withheld on May 18, 2026 to cover tax obligations related to vesting equity awards.

Was the HMH (HMH) insider transaction an open-market buy or sell?

The filing shows no open-market buys or sells. It reports a grant of 24,116 restricted stock units and a 39,779-share withholding to pay taxes on vested awards, both routine compensation-related transactions rather than discretionary market trades.

How many HMH (HMH) shares does the CFO hold after these transactions?

After the reported transactions, CFO Thomas W. McGee directly holds 151,810 shares of HMH Class A Common Stock. This figure reflects his updated ownership following the June 19, 2026 restricted stock unit grant and the May 18, 2026 tax withholding.

What are the vesting terms of the new HMH (HMH) restricted stock units?

The 24,116 restricted stock units granted on June 19, 2026 vest in three equal installments. Vesting dates are September 19, 2027, June 19, 2028 and June 19, 2029, with each restricted stock unit representing a contingent right to receive one Class A Common share.

Why were 39,779 HMH (HMH) shares withheld from the CFO?

The 39,779 shares were withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. This net share settlement, at a price of $19.28 per share, was approved by HMH’s board under Rule 16b-3 of the Exchange Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/23/2026 - 06:42 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^*

McGee Thomas 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)
	Chief Financial Officer

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	127,694	D
Class A Common Stock	06/19/2026		A		24,116⁽²⁾	A	$0.00	151,810	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, attorney-in-fact	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