HMH CEO vests 17,483 RSUs; 8,287 shares withheld

HMH’s CEO received performance-based stock that vested at target, with a portion withheld to satisfy tax obligations.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that Chief Executive Officer Eirik Bergsvik had performance-based restricted stock units vest into 17,483 shares of Class A common stock on September 3, 2026, valued at $19.26 per share. On the same date, 8,287 shares were withheld to cover tax withholding obligations in a net share settlement approved under Rule 16b-3. The RSUs had been granted on April 2, 2026 and became earned at 100% of target based on certified EBITDA growth performance over a three-year period.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bergsvik Eirik

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	17,483	$19.26	$337K
Tax Withholding	Class A Common Stock F2	8,287	$19.26	$160K

Holdings After Transaction: Class A Common Stock — 144,234 shares (Direct)

Footnotes (2)

1. F1. On April 2, 2026, the reporting person was granted 17,483 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 vested from performance-based RSUs: 17,483 shares Shares withheld for tax withholding obligations: 8,287 shares Share value used for transactions: $19.26 per share +3 more

6 metrics

Shares vested from performance-based RSUs 17,483 shares Performance-based restricted stock units that became earned and vested for the CEO

Shares withheld for tax withholding obligations 8,287 shares Portion of vested shares withheld in a net settlement to satisfy tax withholding

Share value used for transactions $19.26 per share Price per share applied to both the vesting and tax withholding entries

Maximum earnout multiple 200% of target RSUs could be earned up to 200% of target based on EBITDA growth vs peers

Certified performance level 50% Compensation Committee certified achievement of the performance condition at 50%

Performance period length 3 years From September 1, 2023 through August 31, 2026 for EBITDA growth comparison

Key Terms

performance-based restricted stock units, EBITDA, net settlement, Rule 16b-3, +1 more

5 terms

performance-based restricted stock units financial

"the reporting person was granted 17,483 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.

tax withholding obligations financial

"shares ... withheld to satisfy tax withholding obligations upon the vesting"

FAQ

What insider transaction did HMH’s CEO report on this Form 4?

HMH’s CEO Eirik Bergsvik reported the vesting of 17,483 performance-based RSUs into Class A common stock on September 3, 2026, with 8,287 shares withheld to satisfy tax withholding obligations in a net share settlement.

How many HMH (HMH) shares were granted or earned for the CEO?

A total of 17,483 performance-based restricted stock units, each convertible into one share of HMH Class A common stock, became earned at 100% of the target amount after the Compensation Committee certified EBITDA-based performance.

What price per share is associated with the HMH CEO’s Form 4 transactions?

Both the RSU vesting and tax withholding transactions reference a value of $19.26 per share for HMH Class A common stock, applied to 17,483 shares that vested and 8,287 shares that were withheld for taxes.

Why were 8,287 HMH shares disposed of in the CEO’s Form 4?

The 8,287 shares reported as disposed were withheld to satisfy tax withholding obligations upon vesting of performance-based RSUs. This board-approved net share settlement was made under Rule 16b-3 of the Securities Exchange Act of 1934.

What performance period determined the HMH CEO’s RSU vesting?

The RSUs’ performance was measured on EBITDA growth from September 1, 2023 through August 31, 2026, compared to a set of peer companies, and required the CEO’s continued service over this three-year period.

Was the HMH CEO’s Form 4 transaction made under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 trading plan.

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Available on EDGAR 09/04/2026 - 05:51 PM Accepted by SEC EDGAR 09/04/2026 - 05:50 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)
09/03/2026

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		17,483(1)	A	$19.26	152,521	D
Class A Common Stock	09/03/2026		F		8,287(2)	D	$19.26	144,234	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 17,483 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)