Why were 7,798 HMH (HMH) shares disposed of at $19.28 per share?

The 7,798 shares at $19.28 per share were withheld to satisfy tax withholding obligations upon vesting of restricted stock units. This tax-withholding disposition is a common, non-market mechanism where shares are surrendered to cover taxes instead of a traditional open-market stock sale.

HMH Holding (HMH) grants CAO 4,019 restricted stock units, with tax shares withheld

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HMH Holding Inc’s Chief Accounting Officer, Hunain Qureshi, reported two equity-related transactions in Class A common stock. On June 19, 2026, he received a grant of 4,019 restricted stock units under the 2026 Long-Term Incentive Plan, each representing one future share.

The restricted stock units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029. A prior May 18, 2026 transaction shows 7,798 shares withheld at $19.28 per share to satisfy tax obligations upon vesting of earlier units. Following these transactions, he directly holds 25,904 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Qureshi Hunain

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,019	$0.00	--
Tax Withholding	Class A Common Stock	7,798	$19.28	$150K

Holdings After Transaction: Class A Common Stock — 25,904 shares (Direct, null)

Footnotes (1)

Represents shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of HMH Holding Inc. (the "Issuer") withheld to satisfy tax withholding obligations upon the vesting of 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. Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on June 19, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029.

Key Figures

Restricted stock units granted: 4,019 units Shares withheld for taxes: 7,798 shares Share price for tax withholding: $19.28 per share +1 more

4 metrics

Restricted stock units granted 4,019 units Granted June 19, 2026 under 2026 Long-Term Incentive Plan

Shares withheld for taxes 7,798 shares Withheld at $19.28 per share on May 18, 2026

Share price for tax withholding $19.28 per share Used to value 7,798 shares withheld for tax obligations

Shares held after transactions 25,904 shares Direct Class A common stock holdings after reported activity

Key Terms

restricted stock units, tax withholding obligations, net settlement, Rule 16b-3, +1 more

5 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.

tax withholding obligations financial

"withheld to satisfy tax withholding obligations upon the vesting of restricted stock units"

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 under the Securities Exchange Act of 1934"

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.

Long-Term Incentive Plan financial

"restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 06:39 PM Accepted by SEC EDGAR 06/23/2026 - 06:38 PM

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^*

Qureshi Hunain

(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 Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/18/2026		F		7,798⁽¹⁾	D	$19.28	21,885	D
Class A Common Stock	06/19/2026		A		4,019⁽²⁾	A	$0.00	25,904	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of HMH Holding Inc. (the "Issuer") withheld to satisfy tax withholding obligations upon the vesting of 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.

2. Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on June 19, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029.

	/s/ Dwight W. Rettig, attorney-in-fact	06/23/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did HMH (HMH) report for Hunain Qureshi?

HMH reported that Chief Accounting Officer Hunain Qureshi received 4,019 restricted stock units and had 7,798 shares withheld for taxes. These entries reflect stock-based compensation and related tax settlement rather than open-market buying or selling activity in HMH’s Class A common stock.

How many restricted stock units did HMH (HMH) grant to its CAO?

HMH granted Chief Accounting Officer Hunain Qureshi 4,019 restricted stock units on June 19, 2026. Each unit represents a contingent right to receive one share of Class A common stock, providing additional equity-based compensation tied to future vesting dates and continued service.

What is the vesting schedule for Hunain Qureshi’s new HMH (HMH) restricted stock units?

The 4,019 restricted stock units granted to Hunain Qureshi vest in three equal installments. Vesting dates are September 19, 2027, June 19, 2028 and June 19, 2029, aligning his equity compensation with multi-year service and performance at HMH Holding Inc.

How many HMH (HMH) shares does Hunain Qureshi hold after these transactions?

After the reported transactions, Hunain Qureshi directly holds 25,904 shares of HMH Class A common stock. This figure reflects his position following both the new restricted stock unit grant and the prior tax-withholding share disposition associated with earlier restricted stock unit vesting.

Under what plan were the new HMH (HMH) restricted stock units granted?

The 4,019 restricted stock units granted to Hunain Qureshi were issued under the HMH Holding Inc. 2026 Long-Term Incentive Plan. This plan provides equity-based awards, such as restricted stock units, to align key employees’ interests with long-term company performance and shareholder value.