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[Form 4] HMH Holding Inc Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HMH Holding Inc Chief Commercial Officer Roy A. Dyrseth reported routine equity compensation activity. On June 19, 2026, he received a grant of 18,757 restricted stock units under the 2026 Long-Term Incentive Plan, bringing his direct Class A Common Stock holdings to 72,788 shares.

The restricted stock units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029, each unit delivering one share upon vesting. A prior May 18, 2026 entry shows 26,713 shares withheld at $19.28 per share to cover tax obligations on RSU vesting, a non-market disposition rather than an open-market sale.

Positive

  • None.

Negative

  • None.

Insights

Routine stock grant and tax withholding, no open-market trading.

The filing shows Roy A. Dyrseth, Chief Commercial Officer of HMH Holding Inc, receiving 18,757 restricted stock units on June 19, 2026 under the 2026 Long-Term Incentive Plan. These awards are standard equity compensation rather than discretionary stock purchases.

The RSUs vest in three equal tranches on September 19, 2027, June 19, 2028 and June 19, 2029, aligning incentives over multiple years. A prior entry on May 18, 2026 records 26,713 shares withheld at $19.28 per share to satisfy tax obligations, not an open-market sale.

After these transactions, Dyrseth directly holds 72,788 Class A shares. Because activity consists of grants and tax withholding without cash purchases or sales, the informational signal for outside investors is limited and best viewed as routine compensation reporting.

Insider Dyrseth Roy A.
Role Chief Commercial Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 18,757 $0.00 --
Tax Withholding Class A Common Stock 26,713 $19.28 $515K
Holdings After Transaction: Class A Common Stock — 72,788 shares (Direct, null)
Footnotes (1)
  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. 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.
RSU grant size 18,757 units Restricted stock units granted June 19, 2026
Tax-withholding shares 26,713 shares Shares withheld May 18, 2026 to satisfy tax obligations
Tax-withholding price $19.28 per share Value used for tax-withholding share disposition
Holdings after transactions 72,788 shares Direct Class A Common Stock owned after June 19, 2026 grant
Vesting schedule 3 equal installments RSUs vest on Sept 19, 2027; June 19, 2028; June 19, 2029
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.
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"
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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Dyrseth Roy A.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Commercial 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/18/2026F26,713(1)D$19.2854,031D
Class A Common Stock06/19/2026A18,757(2)A$0.0072,788D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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-fact06/23/2026
** Signature of Reporting PersonDate
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