HMH CTO receives 12,468 RSU true-up grant

Skogerbo Pal reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Skogerbo Pal reported acquisition or exercise transactions in this Form 4 filing.

HMH Holding Inc Chief Technology Officer Pal Skogerbo received a grant of 12,468 restricted stock units under the company’s 2026 Long-Term Incentive Plan. This equity award is described as a true-up to correct an earlier administrative error that had granted fewer units than the Board originally approved.

The award includes 9,659 units that vested immediately, with the remainder vesting in tranches through September 1, 2028. Following this compensation-related grant, Skogerbo holds 73,744 shares of Class A common stock directly.

Insights

Equity Compensation Analyst

Routine compensation-related RSU true-up with staggered vesting.

The filing shows HMH Holding Inc’s CTO Pal Skogerbo receiving 12,468 restricted stock units as part of the 2026 Long-Term Incentive Plan. Footnotes explain this is a true-up award correcting an administrative shortfall from an April 2, 2026 grant approved by the Board.

Most of the units, 9,659, vested immediately, while smaller portions vest on specified dates through September 1, 2028. Because this is a non-cash, compensation-related adjustment rather than an open-market trade, it primarily reflects standard equity pay practices rather than a directional view on the stock.

Insider Trade Summary

Grant/Award: 12,468 shares

Grant/Award 1 txn

Insider Skogerbo Pal

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	12,468	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 73,744 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 9,659 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: 12,468 units Immediate vesting portion: 9,659 units Single-date vesting: 624 units +3 more

6 metrics

RSUs granted 12,468 units Restricted stock units granted on May 5, 2026

Immediate vesting portion 9,659 units RSUs that vested immediately upon grant

Single-date vesting 624 units Vest on September 1, 2026

Two-year vesting tranche 874 units Vest in equal installments in 2026 and 2027

Three-year vesting tranche 1,311 units Vest in equal installments from 2026 through 2028

Shares after transaction 73,744 shares Class A common stock held directly after 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 did HMH (HMH) disclose about Pal Skogerbo’s latest equity grant?

HMH reported that Chief Technology Officer Pal Skogerbo received 12,468 restricted stock units under its 2026 Long-Term Incentive Plan. The grant is a compensation award, not a market purchase, and adjusts his equity to match amounts previously approved by the Board of Directors.

Why did HMH (HMH) issue a true-up restricted stock unit award?

The company stated an administrative error on April 2, 2026 caused fewer restricted stock units to be granted than the Board had approved. The 12,468-unit grant is described as a true-up award, aligning Skogerbo’s total RSUs with the originally authorized compensation level.

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

Out of the 12,468 restricted stock units granted, 9,659 vested immediately upon grant. The remaining units vest over time according to a defined schedule that extends through September 1, 2028, creating both instant and longer-term equity exposure for the executive.

What is the vesting schedule for Pal Skogerbo’s remaining HMH (HMH) RSUs?

Beyond the immediately vested portion, 624 restricted stock units vest on September 1, 2026. Another 874 vest in two equal annual installments on September 1, 2026 and 2027, and 1,311 vest in three equal annual installments on September 1, 2026, 2027 and 2028.

How many HMH (HMH) shares does Pal Skogerbo hold after this RSU grant?

Following the 12,468-unit restricted stock award, the filing shows Pal Skogerbo directly holding 73,744 shares of HMH Holding Inc Class A common stock. This figure reflects his position after the true-up grant and associated immediate vesting component.

Did Pal Skogerbo buy or sell HMH (HMH) stock in the market?

No open-market buy or sell is reported. The transaction is coded as an acquisition from a grant or award, with a price of $0.00 per share, meaning it represents equity compensation issued by HMH rather than a purchase or sale on the public market.

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

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Accepted by SEC EDGAR 05/07/2026 - 03:00 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^*

Skogerbo Pal

(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 Technology Officer

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		12,468(1)(2)	A	$0.00	73,744	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 9,659 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, attorney-in-fact	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)