HMH Holding (HMH) CEO receives 48,232 RSUs and has tax shares withheld

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HMH Holding Inc Chief Executive Officer Eirik Bergsvik reported routine equity compensation activity and related tax withholding in Class A common stock. On June 19, 2026, he received a grant of 48,232 restricted stock units under the HMH Holding Inc. 2026 Long-Term Incentive Plan, each representing one share of Class A Common Stock. These units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029. Earlier, on May 18, 2026, 51,559 shares were withheld at $19.28 per share to satisfy tax withholding obligations upon vesting of restricted stock units, a non-market disposition approved under Rule 16b-3. After these transactions, Bergsvik directly owns 141,669 shares of Class A Common Stock.

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	48,232	$0.00	--
Tax Withholding	Class A Common Stock	51,559	$19.28	$994K

Holdings After Transaction: Class A Common Stock — 141,669 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

RSU grant: 48,232 units Tax-withheld shares: 51,559 shares Withholding price: $19.28 per share +2 more

5 metrics

RSU grant 48,232 units Restricted stock units granted June 19, 2026

Tax-withheld shares 51,559 shares Shares withheld May 18, 2026 for tax obligations

Withholding price $19.28 per share Value used for tax-withholding disposition

Shares owned after transactions 141,669 shares Direct Class A Common Stock holdings post‑transaction

Vesting schedule 3 installments RSUs vest 2027-09-19, 2028-06-19, 2029-06-19

Key Terms

restricted stock units, tax withholding obligations, Long-Term Incentive Plan, Rule 16b-3

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.

tax withholding obligations financial

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

Long-Term Incentive Plan financial

"granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on June 19, 2026"

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.

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 06:52 PM Accepted by SEC EDGAR 06/23/2026 - 06:51 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^*

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)
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		51,559⁽¹⁾	D	$19.28	93,437	D
Class A Common Stock	06/19/2026		A		48,232⁽²⁾	A	$0.00	141,669	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 equity award did HMH (HMH) CEO Eirik Bergsvik receive?

HMH CEO Eirik Bergsvik received 48,232 restricted stock units. Each unit equals one share of Class A Common Stock, vesting in three equal installments through 2029 under the company’s 2026 Long-Term Incentive Plan.

How do the new HMH (HMH) restricted stock units vest over time?

The 48,232 restricted stock units vest in three equal installments. Vesting dates are September 19, 2027, June 19, 2028, and June 19, 2029, aligning long-term incentives with multi‑year performance and retention goals for the CEO.

Why were 51,559 HMH (HMH) shares withheld from Eirik Bergsvik?

51,559 shares of HMH Class A Common Stock were withheld to cover tax obligations on vesting restricted stock units. This net share settlement is a non-market transaction and was approved by the board under Rule 16b-3.

What price was used for HMH (HMH) tax-withholding shares?

The tax-withholding disposition used a price of $19.28 per share. This valuation applied to 51,559 shares of Class A Common Stock withheld to satisfy tax liabilities from restricted stock unit vesting.

How many HMH (HMH) shares does the CEO hold after these transactions?

Following the reported transactions, CEO Eirik Bergsvik directly owns 141,669 shares. This figure reflects his Class A Common Stock holdings after the June 19, 2026 restricted stock unit grant and the earlier tax-withholding share reduction.