HMH COO vests 10,927 shares; 4,300 withheld

HMH’s chief operations officer received vested performance-based equity, with a portion of shares withheld to cover taxes.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that Chief Operations Officer E. Charls Chauviere had 10,927 shares of Class A common stock acquired on September 3, 2026 upon vesting of performance-based restricted stock units granted on April 2, 2026. On the same date, 4,300 shares were withheld at $19.26 per share to satisfy tax withholding obligations in a net settlement approved under Rule 16b-3. The performance condition for the award, tied to EBITDA growth versus peers over a three-year period ending August 31, 2026, was certified at 50%, resulting in the units becoming earned at 100% of the target amount granted. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CHAUVIERE E CHARLS

Role Chief Operations Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	10,927	$19.26	$210K
Tax Withholding	Class A Common Stock F2	4,300	$19.26	$83K

Holdings After Transaction: Class A Common Stock — 92,294 shares (Direct)

Footnotes (2)

1. F1. On April 2, 2026, the reporting person was granted 10,927 performance-based restricted stock units, each of which represented a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). The restricted stock units could be earned up to 200% of target depending on the Issuer's EBITDA growth as compared to the EBITDA growth of a set of peer companies over the three-year period from September 1, 2023 through August 31, 2026 and subject to the reporting person's continued service throughout such three-year period. On September 3, 2026, the Compensation Committee of the Board of Directors of the Issuer certified achievement of the performance condition at 50%, resulting in the restricted stock units originally granted becoming earned at 100% of the target amount granted.
2. F2. 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 performance-based 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 acquired upon vesting: 10,927 shares Shares withheld for taxes: 4,300 shares Tax withholding price per share: $19.26 per share +3 more

6 metrics

Shares acquired upon vesting 10,927 shares Performance-based restricted stock units earned and vested on September 3, 2026

Shares withheld for taxes 4,300 shares Withheld to satisfy tax withholding obligations on September 3, 2026

Tax withholding price per share $19.26 per share Value used for shares withheld for tax obligations

Maximum earnout 200% of target Upside earning potential for the performance-based restricted stock units

Certified performance achievement 50% EBITDA-based performance condition certified by Compensation Committee

Performance period length 3 years From September 1, 2023 through August 31, 2026

Key Terms

performance-based restricted stock units, EBITDA, net settlement, Rule 16b-3

4 terms

performance-based restricted stock units financial

"the reporting person was granted 10,927 performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

EBITDA financial

"depending on the Issuer's EBITDA growth as compared to the EBITDA growth"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

net settlement financial

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

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.

FAQ

What insider equity award did HMH (HMH) disclose for the Chief Operations Officer?

The Chief Operations Officer, E. Charls Chauviere, had 10,927 performance-based restricted stock units vest into an equal number of Class A common shares on September 3, 2026, following certification of the performance condition tied to EBITDA growth over a three-year period.

How many HMH (HMH) shares were withheld for taxes in this Form 4 filing?

4,300 shares of HMH Class A common stock were withheld on September 3, 2026 to satisfy tax withholding obligations upon vesting of the performance-based restricted stock units, at a price of $19.26 per share, under a net settlement approved pursuant to Rule 16b-3.

What were the performance conditions on the HMH (HMH) restricted stock units?

The 10,927 performance-based restricted stock units could be earned up to 200% of target, depending on HMH’s EBITDA growth versus a peer set over the period from September 1, 2023 through August 31, 2026, and required the executive’s continued service throughout that period.

At what level were the HMH (HMH) performance awards ultimately earned?

On September 3, 2026, HMH’s Compensation Committee certified achievement of the performance condition at 50%. This determination caused the restricted stock units granted on April 2, 2026 to become earned at 100% of the target amount originally granted.

Was a Rule 10b5-1 trading plan involved in the HMH (HMH) Form 4 transactions?

No. The Form 4 indicates no Rule 10b5-1 trading plan for these transactions, and the footnotes describe the activity as vesting of performance-based restricted stock units and withholding of shares for tax obligations, not pre-planned trading under such a plan.

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Available on EDGAR 09/04/2026 - 05:52 PM Accepted by SEC EDGAR 09/04/2026 - 05:51 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^*

CHAUVIERE E CHARLS

(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 Operations Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

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	09/03/2026		A		10,927(1)	A	$19.26	96,594	D
Class A Common Stock	09/03/2026		F		4,300(2)	D	$19.26	92,294	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. On April 2, 2026, the reporting person was granted 10,927 performance-based restricted stock units, each of which represented a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). The restricted stock units could be earned up to 200% of target depending on the Issuer's EBITDA growth as compared to the EBITDA growth of a set of peer companies over the three-year period from September 1, 2023 through August 31, 2026 and subject to the reporting person's continued service throughout such three-year period. On September 3, 2026, the Compensation Committee of the Board of Directors of the Issuer certified achievement of the performance condition at 50%, resulting in the restricted stock units originally granted becoming earned at 100% of the target amount granted.

2. 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 performance-based 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	09/04/2026
	** 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)