HMH Holding awards 20,135 RSUs to legal chief

RETTIG DWIGHT W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

RETTIG DWIGHT W reported acquisition or exercise transactions in this Form 4 filing.

HMH Holding Inc reported that chief administrative officer and general counsel Dwight W. Rettig received a grant of 20,135 restricted stock units under the company’s 2026 Long-Term Incentive Plan. The award is a true-up to correct an earlier under-grant and lifts his direct holdings to 117,473 Class A shares.

Of these restricted stock units, 17,326 vested immediately, 624 vest on September 1, 2026, 874 vest in two annual installments on September 1, 2026 and 2027, and 1,311 vest in three annual installments from 2026 through 2028.

Insider Trade Summary

Grant/Award: 20,135 shares

Grant/Award 1 txn

Insider RETTIG DWIGHT W

Role Chf Admn Officer, GC, Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	20,135	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 117,473 shares (Direct)

Footnotes (2)

1. F1. 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. F2. (Continued from footnote 1) The restricted stock units include 17,326 restricted stock units that vested immediately upon grant, 624 restricted stock units that vest on September 1, 2026, 874 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 1,311 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: 20,135 restricted stock units Immediate vesting RSUs: 17,326 restricted stock units RSUs vesting 9/1/2026: 624 restricted stock units +4 more

7 metrics

RSUs granted 20,135 restricted stock units Grant under HMH Holding Inc. 2026 Long-Term Incentive Plan on May 5, 2026

Immediate vesting RSUs 17,326 restricted stock units Portion of the 20,135-unit award that vested immediately upon grant

RSUs vesting 9/1/2026 624 restricted stock units Single tranche scheduled to vest on September 1, 2026

Two-year vesting RSUs 874 restricted stock units Vest in two equal annual installments on September 1, 2026 and September 1, 2027

Three-year vesting RSUs 1,311 restricted stock units Vest in three equal annual installments on September 1, 2026, 2027 and 2028

Holdings after grant 117,473 shares Total Class A common stock directly held following this award

Grant price $0.0000 per share Reported transaction price per share for this RSU grant

Key Terms

restricted stock units, 2026 Long-Term Incentive Plan, true-up award, Class A common stock

4 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.

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 May 5, 2026"

true-up award financial

"This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved."

Class A common stock financial

"Each restricted stock unit represents a contingent right to receive one share of Class A common stock"

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HMH (HMH) disclose for Dwight W. Rettig?

HMH disclosed that Dwight W. Rettig received 20,135 restricted stock units as an equity award. The grant was made under the 2026 Long-Term Incentive Plan and serves as a true-up to correct an earlier under-grant approved by the board of directors.

Is Dwight W. Rettig’s HMH (HMH) equity grant an open-market share purchase?

No, the filing describes a compensation-related equity grant, not an open-market purchase. Rettig received 20,135 restricted stock units at no purchase price under the company’s 2026 Long-Term Incentive Plan, aligning his award with amounts previously approved by the board.

How many HMH (HMH) restricted stock units vested immediately in this award?

Out of the 20,135 restricted stock units granted, 17,326 vested immediately upon grant. The remaining units vest over time, with specific portions scheduled to vest on September 1, 2026, 2027, and 2028 according to the detailed vesting schedule.

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

Beyond the 17,326 units that vested immediately, 624 units vest on September 1, 2026, 874 units vest in two equal annual installments in 2026 and 2027, and 1,311 units vest in three equal annual installments in 2026, 2027, and 2028.

How did this equity grant change Dwight W. Rettig’s HMH (HMH) holdings?

Following the grant of 20,135 restricted stock units, Rettig’s direct holdings rose to 117,473 shares of Class A common stock. Each restricted stock unit represents a contingent right to receive one share upon vesting and settlement under the plan terms.

Why did HMH (HMH) issue a true-up restricted stock award to Dwight W. Rettig?

The company notes an administrative error in calculating equity awards granted on April 2, 2026. Fewer units were granted than the board had approved, so this 20,135-unit grant serves as a true-up to align his award with the originally approved amount.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/07/2026 - 03:17 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^*

RETTIG DWIGHT W

(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)
	Chf Admn Officer, GC, Corp Sec

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/05/2026		A		20,135(1)(2)	A	$0.00	117,473	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 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 17,326 restricted stock units that vested immediately upon grant, 624 restricted stock units that vest on September 1, 2026, 874 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 1,311 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	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)