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

HMH’s CFO had performance-based stock units vest into shares, with a portion withheld to cover taxes instead of being sold.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that its Chief Financial Officer Thomas W. McGee had a performance-based equity award vest on September 3, 2026. He acquired 10,927 shares of Class A common stock at a reference value of $19.26 per share upon the earning and vesting of previously granted performance-based restricted stock units. On the same date, 4,300 shares were withheld at the same value per share to satisfy tax withholding obligations in a board-approved net settlement, rather than being sold in the open market.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McGee Thomas W.

Role Chief Financial 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 — 154,995 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 on vesting: 10,927 shares Shares withheld for taxes: 4,300 shares Reference share value: $19.26 per share +3 more

6 metrics

Shares acquired on vesting 10,927 shares Performance-based restricted stock units vesting into Class A common stock on September 3, 2026

Shares withheld for taxes 4,300 shares Withheld to satisfy tax withholding obligations upon vesting of performance-based RSUs

Reference share value $19.26 per share Applied to both the RSU vesting and the tax-withholding share amount

Performance period length 3 years From September 1, 2023 through August 31, 2026 for EBITDA-based performance measurement

Maximum earnout multiple 200% of target Maximum potential earnout level for the performance-based RSUs based on EBITDA growth vs peers

Certified performance level 50% Performance level certified by the Compensation Committee leading to 100% of target RSUs earned

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 transaction did HMH (HMH) disclose for its CFO on September 3, 2026?

HMH disclosed that its CFO, Thomas W. McGee, had 10,927 performance-based restricted stock units vest into an equivalent number of Class A common shares on September 3, 2026, based on previously set performance conditions.

How many HMH (HMH) shares were withheld for taxes in the CFO’s Form 4?

The filing states that 4,300 shares of HMH Class A common stock were withheld to satisfy tax withholding obligations upon vesting of the performance-based restricted stock units, as part of a net settlement approved under Rule 16b-3.

Was the HMH (HMH) CFO’s September 3, 2026 transaction a market sale?

No. The Form 4 indicates that 4,300 shares were withheld to cover tax liabilities upon vesting of restricted stock units, rather than sold in the open market. The remaining shares from the vested award were retained as stock.

What performance conditions were tied to the HMH (HMH) CFO’s restricted stock units?

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

At what level were the HMH (HMH) CFO’s performance-based RSUs ultimately earned?

The Compensation Committee certified performance achievement at 50% on September 3, 2026, which resulted in the performance-based restricted stock units becoming earned at 100% of the target amount granted, or 10,927 units.

What price per share is referenced in the HMH (HMH) CFO’s Form 4 transactions?

Both the vesting-related acquisition of 10,927 shares and the withholding of 4,300 shares for taxes reference a value of $19.26 per share for HMH Class A common stock in the Form 4.

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

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Available on EDGAR 09/04/2026 - 05:54 PM Accepted by SEC EDGAR 09/04/2026 - 05:54 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^*

McGee Thomas 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)
	Chief Financial 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	159,295	D
Class A Common Stock	09/03/2026		F		4,300(2)	D	$19.26	154,995	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)