HMH CFO has 3,442 shares withheld for taxes

HMH’s CFO had shares withheld to cover taxes on RSU vesting and continues to hold a substantial direct stake.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that its Chief Financial Officer, Thomas W. McGee, had 3,442 shares of Class A common stock withheld on September 1, 2026 to satisfy tax withholding obligations upon vesting of restricted stock units. The shares were valued at $19.26 per share for this withholding. After this transaction, McGee directly holds 148,368 shares of Class A common stock. The net share settlement was approved by the board of directors under Rule 16b-3 of the Exchange Act, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 3,442 shares

Tax Withholding 1 txn

Insider McGee Thomas W.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	3,442	$19.26	$66K

Holdings After Transaction: Class A Common Stock — 148,368 shares (Direct)

Footnotes (1)

1. F1. 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 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 withheld for tax: 3,442 shares Withholding reference price: $19.26 per share Shares held after transaction: 148,368 shares +2 more

5 metrics

Shares withheld for tax 3,442 shares Class A Common Stock withheld on September 1, 2026 for tax withholding obligations

Withholding reference price $19.26 per share Value used for the tax-withholding disposition of 3,442 shares

Shares held after transaction 148,368 shares Direct holdings of CFO Thomas W. McGee after the September 1, 2026 transaction

Transaction count in filing 1 transaction Single non-derivative tax-withholding disposition reported

Code F shares for tax or exercise 3,442 shares Shares delivered or withheld for tax liability per transaction summary

Key Terms

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

4 terms

restricted stock units financial

"upon the vesting of restricted stock units"

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"

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.

net settlement financial

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

FAQ

What insider transaction did HMH’s CFO report on this Form 4?

The filing reports that HMH’s CFO, Thomas W. McGee, had 3,442 shares of Class A common stock withheld on September 1, 2026 to satisfy tax withholding obligations upon the vesting of restricted stock units.

How many HMH (HMH) shares does the CFO hold after this transaction?

After the withholding transaction, CFO Thomas W. McGee directly holds 148,368 shares of HMH Class A common stock, as reported in the Form 4.

What was the share price used for the HMH tax-withholding transaction?

The shares withheld from HMH’s CFO for tax purposes were valued at $19.26 per share, according to the Form 4 disclosure.

Was the HMH CFO’s Form 4 transaction an open-market sale?

No. The Form 4 describes the event as shares withheld to satisfy tax withholding obligations upon RSU vesting, not an open-market sale, and categorizes it as a tax-liability payment using shares.

Was the HMH CFO’s transaction made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes do not state the existence of such a plan, so no Rule 10b5-1 plan is reported for this transaction.

How was the HMH CFO’s tax-withholding share settlement authorized?

The net share settlement for tax withholding was approved by the board of directors of HMH pursuant to Rule 16b-3 under the Securities Exchange Act of 1934.

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Available on EDGAR 09/03/2026 - 02:18 PM Accepted by SEC EDGAR 09/03/2026 - 02:17 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^*

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)
09/01/2026

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	09/01/2026		F		3,442(1)	D	$19.26	148,368	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. 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 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	09/03/2026
	** 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)