HMH CTO awarded 13,398 RSUs, tax shares withheld

HMH Holding Inc reported insider equity transactions by Chief Technology Officer Pal Skogerbo.

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Form Type

Rhea-AI Filing Summary

HMH Holding Inc reported insider equity transactions by Chief Technology Officer Pal Skogerbo. On June 19, 2026, he received a grant of 13,398 restricted stock units under the 2026 Long-Term Incentive Plan, each representing one share of Class A Common Stock. These units vest in three equal installments on September 19, 2027, June 19, 2028, and June 19, 2029.

Earlier, on May 18, 2026, 26,713 shares of Class A Common Stock were withheld at $19.28 per share to satisfy tax withholding obligations upon vesting of restricted stock units, a non-market disposition approved under Rule 16b-3. After the latest grant, Skogerbo directly holds 60,429 shares.

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	13,398	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	26,713	$19.28	$515K

Holdings After Transaction: Class A Common Stock — 60,429 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

RSU grant: 13,398 units Tax withholding shares: 26,713 shares Tax withholding price: $19.28 per share +2 more

5 metrics

RSU grant 13,398 units Restricted stock units granted June 19, 2026

Tax withholding shares 26,713 shares Shares withheld May 18, 2026 for RSU tax obligations

Tax withholding price $19.28 per share Price for withheld shares on May 18, 2026

Shares after RSU grant 60,429 shares Direct Class A Common Stock holdings after June 19, 2026

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

Key Terms

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

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.

Long-Term Incentive Plan financial

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

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.

Class A Common Stock financial

"Represents shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of HMH Holding Inc."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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What insider transactions did HMH (HMH) report for CTO Pal Skogerbo?

HMH reported a grant of 13,398 restricted stock units to CTO Pal Skogerbo and a prior tax withholding disposition of 26,713 shares related to vesting, both involving Class A Common Stock under the company’s equity incentive arrangements.

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

Following the June 19, 2026 restricted stock unit grant and prior tax withholding, CTO Pal Skogerbo directly holds 60,429 shares of HMH Holding Inc Class A Common Stock, according to the reported post-transaction ownership figure.

Were HMH (HMH) shares sold on the open market in this Form 4?

The Form 4 shows 26,713 shares of Class A Common Stock withheld at $19.28 per share to cover tax obligations upon RSU vesting. This is a tax-withholding disposition, not an open-market sale, and was approved under Rule 16b-3.

What are the vesting dates for the new HMH (HMH) restricted stock units?

The 13,398 restricted stock units granted on June 19, 2026 vest in three equal installments. Vesting occurs on September 19, 2027, June 19, 2028, and June 19, 2029, with each unit representing one share of Class A Common Stock.

Under which plan were the new HMH (HMH) restricted stock units granted?

The restricted stock units were granted under the HMH Holding Inc. 2026 Long-Term Incentive Plan. Each unit represents a contingent right to receive one share of Class A Common Stock, subject to the scheduled vesting conditions over three future dates.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/23/2026 - 06:55 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^*

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)
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		26,713⁽¹⁾	D	$19.28	47,031	D
Class A Common Stock	06/19/2026		A		13,398⁽²⁾	A	$0.00	60,429	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