RSU true-up grant lifts HMH (HMH) CEO Bergsvik’s stake to 144,996 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Bergsvik Eirik reported acquisition or exercise transactions in this Form 4 filing.

HMH Holding Inc Chief Executive Officer Eirik Bergsvik received a grant of 23,138 restricted stock units on May 5, 2026 under the HMH Holding Inc. 2026 Long-Term Incentive Plan. This equity award was a true-up to correct fewer units granted from an April 2, 2026 award.

Each restricted stock unit represents a contingent right to receive one share of Class A common stock. Of the new grant, 18,644 units vested immediately, while 999 units vest on September 1, 2026, 1,398 units vest in two equal annual installments on September 1, 2026 and September 1, 2027, and 2,097 units vest in three equal annual installments on September 1, 2026, 2027, and 2028. Following this grant, Bergsvik directly holds 144,996 shares of Class A common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bergsvik Eirik

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	23,138	$0.00	--

Holdings After Transaction: Class A Common Stock — 144,996 shares (Direct, null)

Footnotes (1)

Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on May 5, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). Due to an administrative error in the calculation of equity awards granted on April 2, 2026, fewer restricted stock units were granted to the reporting person than were approved by the Board of Directors of the Issuer to be granted on that date. This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved. (Continued from footnote 1) The restricted stock units include 18,644 restricted stock units that vested immediately upon grant, 999 restricted stock units that vest on September 1, 2026, 1,398 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 2,097 restricted stock units that vest in three equal annual installments on September 1, 2026, September 1, 2027 and September 1, 2028.

Key Figures

RSUs granted: 23,138 units Shares after transaction: 144,996 shares Immediate vesting RSUs: 18,644 units +3 more

6 metrics

RSUs granted 23,138 units Restricted stock units granted on May 5, 2026

Shares after transaction 144,996 shares Class A common stock held following grant

Immediate vesting RSUs 18,644 units Portion of grant vested immediately upon grant

2026 single vesting tranche 999 units Vest on September 1, 2026

Two-year vesting RSUs 1,398 units Vesting in two equal installments on Sept 1, 2026 and 2027

Three-year vesting RSUs 2,097 units Vesting in three equal installments from Sept 1, 2026-2028

Key Terms

restricted stock units, true-up award, Long-Term Incentive Plan, vested immediately upon grant, +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.

true-up award financial

"This grant represents a true-up award to align the number of restricted stock units granted"

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.

vested immediately upon grant financial

"The restricted stock units include 18,644 restricted stock units that vested immediately upon grant"

annual installments financial

"restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027"

Form 4 Insider Transactions: What Each Field Means →

05/07/2026 - 03:06 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^*

Bergsvik Eirik

(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 Executive Officer

2a. Foreign Trading Symbol

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

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	05/05/2026		A		23,138⁽¹⁾⁽²⁾	A	$0.00	144,996	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 restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on May 5, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). Due to an administrative error in the calculation of equity awards granted on April 2, 2026, fewer restricted stock units were granted to the reporting person than were approved by the Board of Directors of the Issuer to be granted on that date. This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved.

2. (Continued from footnote 1) The restricted stock units include 18,644 restricted stock units that vested immediately upon grant, 999 restricted stock units that vest on September 1, 2026, 1,398 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 2,097 restricted stock units that vest in three equal annual installments on September 1, 2026, September 1, 2027 and September 1, 2028.

	/s/ Dwight W. Rettig, attorney-in-fact	05/07/2026
	** 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 insider transaction did HMH (HMH) report for its CEO?

HMH reported its CEO, Eirik Bergsvik, received 23,138 restricted stock units as an equity grant. The award was issued on May 5, 2026, as part of the company’s 2026 Long-Term Incentive Plan.

Why did HMH (HMH) grant a true-up RSU award to its CEO?

The grant corrects an earlier administrative error that caused fewer restricted stock units to be issued on April 2, 2026. This true-up aligns Bergsvik’s total RSUs with the amount originally approved by HMH’s Board of Directors.

How many RSUs from the HMH CEO’s new grant vested immediately?

Out of the 23,138 restricted stock units granted to HMH’s CEO, 18,644 vested immediately upon grant. The remaining units follow a scheduled vesting over future dates through September 1, 2028.

What is the vesting schedule for the remaining HMH CEO restricted stock units?

Beyond the immediate vesting portion, 999 restricted stock units vest on September 1, 2026. Another 1,398 vest in two equal installments on September 1, 2026 and 2027, and 2,097 vest in three equal installments on September 1, 2026, 2027 and 2028.

How many HMH Class A shares does the CEO hold after this RSU grant?

After the May 5, 2026 grant, CEO Eirik Bergsvik directly holds 144,996 shares of HMH Class A common stock. This figure reflects his position following the addition of the 23,138 restricted stock units reported.

What plan governs the HMH CEO’s new restricted stock unit grant?

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 specified vesting schedule and plan terms.