HMH (HMH) COO gets 20,096 RSUs as 34,147 shares cover taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HMH Holding Inc Chief Operations Officer E Charls Chauviere reported routine equity compensation and related tax withholding in Class A Common Stock. On June 19, 2026, the executive received a grant of 20,096 restricted stock units under the 2026 Long-Term Incentive Plan, each representing one share. These units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029. Earlier, on May 18, 2026, 34,147 shares were withheld at $19.28 per share to cover tax obligations from vesting RSUs, a non-market transaction approved under Rule 16b-3. After these entries, the executive directly holds 89,109 shares of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CHAUVIERE E CHARLS

Role Chief Operations Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	20,096	$0.00	--
Tax Withholding	Class A Common Stock	34,147	$19.28	$658K

Holdings After Transaction: Class A Common Stock — 89,109 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

RSUs granted: 20,096 units Tax withholding shares: 34,147 shares Withholding price: $19.28 per share +2 more

5 metrics

RSUs granted 20,096 units Restricted stock units granted June 19, 2026

Tax withholding shares 34,147 shares Shares withheld for tax on May 18, 2026

Withholding price $19.28 per share Value used for tax withholding transaction

Shares owned after transactions 89,109 shares Direct Class A holdings after reported entries

Vesting installment dates Sep 19, 2027; Jun 19, 2028; Jun 19, 2029 Schedule for RSU vesting in three equal parts

Key Terms

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

net settlement financial

"withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. This net settlement was approved by the board of directors"

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.

tax withholding obligations financial

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

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 - 06:48 PM Accepted by SEC EDGAR 06/23/2026 - 06:47 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^*

CHAUVIERE E CHARLS

(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 Operations 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		34,147⁽¹⁾	D	$19.28	69,013	D
Class A Common Stock	06/19/2026		A		20,096⁽²⁾	A	$0.00	89,109	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 did HMH (HMH) disclose about the COO’s latest stock grant?

HMH reported that Chief Operations Officer E Charls Chauviere received 20,096 restricted stock units under the 2026 Long-Term Incentive Plan. Each unit equals one Class A share, providing additional equity-based compensation that will vest over several future dates as long as conditions are met.

How many HMH restricted stock units were granted and when do they vest?

The COO was granted 20,096 restricted stock units on June 19, 2026. These units vest in three equal installments on September 19, 2027, June 19, 2028, and June 19, 2029, gradually delivering Class A shares over this multi‑year schedule.

Why were 34,147 HMH shares used for tax withholding for the COO?

HMH reported that 34,147 Class A shares were withheld at $19.28 per share to satisfy tax withholding obligations from vesting restricted stock units. This net settlement was approved by the board under Rule 16b-3 and does not represent an open‑market stock sale.

How many HMH shares does the COO own after these transactions?

Following the reported grant and tax withholding entries, the COO directly owns 89,109 shares of HMH Class A Common Stock. This figure reflects his current direct equity position after accounting for the May 18, 2026 withholding transaction and the June 19, 2026 RSU award.

What is HMH’s 2026 Long-Term Incentive Plan mentioned in the Form 4?

The 2026 Long-Term Incentive Plan is HMH’s equity compensation program under which the COO received 20,096 restricted stock units. Each unit can convert into one Class A share, aligning executive compensation with shareholder outcomes over several years as vesting milestones are reached.