HMH CEO has 6,631 shares withheld for taxes

HMH Holding Inc’s CEO had shares withheld to cover taxes on RSU vesting and now directly holds 135,038 Class A shares.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that Chief Executive Officer Eirik Bergsvik had 6,631 shares of Class A common stock withheld on September 1, 2026 to satisfy tax withholding obligations upon the vesting of restricted stock units. After this tax-withholding disposition, he directly holds 135,038 shares of Class A common stock. The transaction was approved by the board of directors under Rule 16b-3, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 6,631 shares

Tax Withholding 1 txn

Insider Bergsvik Eirik

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	6,631	$19.26	$128K

Holdings After Transaction: Class A Common Stock — 135,038 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 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 withholding: 6,631 shares Reference price per share: $19.26 per share Shares held after transaction: 135,038 shares +1 more

4 metrics

Shares withheld for tax withholding 6,631 shares Class A common stock withheld on September 1, 2026 to satisfy tax obligations on RSU vesting

Reference price per share $19.26 per share Price used for the 6,631 withheld shares in the tax-withholding disposition

Shares held after transaction 135,038 shares Class A common stock directly held by CEO Eirik Bergsvik following the tax-withholding transaction

Shares related to exercise price or tax liability transactions 6,631 shares Total shares reported under code F for payment of tax liability by delivering or withholding securities

Key Terms

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

3 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.

FAQ

What transaction did HMH (HMH) disclose for its CEO on September 1, 2026?

HMH disclosed that CEO Eirik Bergsvik had 6,631 Class A shares withheld on September 1, 2026 to satisfy tax withholding obligations upon the vesting of restricted stock units, rather than executing an open-market sale.

How many HMH (HMH) shares does the CEO hold after this Form 4 transaction?

After the reported tax-withholding disposition, CEO Eirik Bergsvik directly holds 135,038 shares of HMH Holding Inc Class A common stock, according to the Form 4 disclosure.

What price per share was used for the HMH (HMH) CEO’s tax-withholding transaction?

The Form 4 reports a reference price of $19.26 per share for the 6,631 HMH Class A shares withheld to cover tax withholding obligations on vested restricted stock units.

Was the HMH (HMH) CEO’s September 2026 transaction part of a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not checked, and the footnote explains the shares were withheld to satisfy tax obligations upon RSU vesting, approved under Rule 16b-3 instead.

What is the nature of the HMH (HMH) CEO’s Form 4 disposition?

The disposition is described as a payment of tax liability by delivering or withholding securities. Shares were withheld from CEO Eirik Bergsvik’s vested RSUs to meet tax withholding obligations, rather than being sold on the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 02:15 PM Accepted by SEC EDGAR 09/03/2026 - 02:15 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^*

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)
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		6,631(1)	D	$19.26	135,038	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 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)