HMH CAO vests 3,060 shares; 1,205 withheld

HMH’s chief accounting officer had performance-based RSUs vest into shares, with a portion withheld to cover taxes under a Rule 16b-3–approved net settlement.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that Chief Accounting Officer Hunain Qureshi had performance-based equity awards vest on September 3, 2026. A grant of 3,060 performance-based restricted stock units, originally awarded on April 2, 2026, became earned at 100% of target after the compensation committee certified EBITDA growth performance versus a peer set at 50% for the three-year period from September 1, 2023 through August 31, 2026. Upon vesting, 3,060 shares of Class A common stock were acquired, and 1,205 shares were withheld at $19.26 per share to satisfy tax withholding obligations under a board-approved net settlement pursuant to Rule 16b-3. No Rule 10b5-1 trading plan is indicated for these transactions.

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 F1	3,060	$19.26	$59K
Tax Withholding	Class A Common Stock F2	1,205	$19.26	$23K

Holdings After Transaction: Class A Common Stock — 25,789 shares (Direct)

Footnotes (2)

1. F1. On April 2, 2026, the reporting person was granted 3,060 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

RSUs vested into shares: 3,060 shares Shares withheld for taxes: 1,205 shares Reference share price: $19.26 per share +4 more

7 metrics

RSUs vested into shares 3,060 shares Performance-based RSUs earned at 100% of target and vested on September 3, 2026

Shares withheld for taxes 1,205 shares Class A common shares withheld to satisfy tax withholding upon RSU vesting

Reference share price $19.26 per share Price used in both the RSU-related acquisition and tax-withholding entries

Original RSU grant date April 2, 2026 Date on which 3,060 performance-based RSUs were originally granted

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

Maximum earnout multiple 200% of target Maximum level at which the performance-based RSUs could be earned

Certified performance 50% Performance condition certified by the compensation committee on September 3, 2026

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 3,060 performance-based restricted stock units, each of which"

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

"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.

peer companies financial

"as compared to the EBITDA growth of a set of peer companies over"

FAQ

What insider equity award activity did HMH (HMH) report for Hunain Qureshi?

HMH reported that Chief Accounting Officer Hunain Qureshi had 3,060 performance-based RSUs vest into an equal number of Class A shares on September 3, 2026, following certification of EBITDA-based performance over a three-year period.

How many HMH (HMH) shares were withheld for taxes in this Form 4?

The filing states that 1,205 shares of HMH Class A common stock were withheld to satisfy tax withholding obligations upon vesting of the performance-based RSUs, at a reference price of $19.26 per share.

What were the performance conditions on the HMH (HMH) RSU grant to Hunain Qureshi?

The 3,060 performance-based RSUs could be earned up to 200% of target based on HMH’s EBITDA growth compared to a set of peer companies over September 1, 2023 to August 31, 2026, subject to continued service.

At what level did HMH’s compensation committee certify performance for these RSUs?

On September 3, 2026, HMH’s compensation committee certified achievement of the performance condition at 50%, which resulted in the RSUs being earned at 100% of the target amount granted (3,060 units).

Was a Rule 10b5-1 trading plan involved in Hunain Qureshi’s HMH (HMH) transactions?

The Form 4 indicates no Rule 10b5-1 trading plan. The document-level checkbox for such a plan is unchecked, and the transactions are not described as being executed under a pre-arranged trading plan.

How were the tax withholding mechanics for the HMH (HMH) RSU vesting approved?

The filing states that the net settlement, under which 1,205 shares were withheld to satisfy tax withholding obligations, was approved by the board of directors of HMH pursuant to Rule 16b-3 under the Exchange Act.

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Available on EDGAR 09/04/2026 - 05:56 PM Accepted by SEC EDGAR 09/04/2026 - 05:55 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^*

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)
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		3,060(1)	A	$19.26	26,994	D
Class A Common Stock	09/03/2026		F		1,205(2)	D	$19.26	25,789	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 3,060 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)