HMH CCO vests 10,927 shares; 5,180 withheld

HMH’s Chief Commercial Officer had performance-based RSUs vest into shares, with a portion withheld to cover taxes.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that its Chief Commercial Officer, Roy A. Dyrseth, had performance-based restricted stock units granted on April 2, 2026 convert into 10,927 shares of Class A common stock after the Compensation Committee certified performance for the three-year period ending August 31, 2026 at 50%, resulting in 100% of the target award being earned. On September 3, 2026, 5,180 shares were withheld to satisfy tax obligations at a reference value of $19.26 per share, with the balance delivered to the executive; no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dyrseth Roy A.

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	10,927	$19.26	$210K
Tax Withholding	Class A Common Stock F2	5,180	$19.26	$100K

Holdings After Transaction: Class A Common Stock — 74,390 shares (Direct)

Footnotes (2)

1. F1. On April 2, 2026, the reporting person was granted 10,927 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

Performance-based RSUs earned: 10,927 shares Shares withheld for taxes: 5,180 shares Reference share value: $19.26 per share +5 more

8 metrics

Performance-based RSUs earned 10,927 shares Performance-based restricted stock units converting into Class A common stock on September 3, 2026

Shares withheld for taxes 5,180 shares Shares of Class A common stock withheld to satisfy tax withholding obligations upon vesting

Reference share value $19.26 per share Reported price per share for both the RSU share delivery and tax withholding entries

Maximum earn-out multiple 200% RSUs could be earned up to 200% of target based on relative EBITDA growth

Certified performance level 50% Performance condition achievement certified by the Compensation Committee on September 3, 2026

Performance period start September 1, 2023 Beginning of the three-year EBITDA growth measurement period for the RSUs

Performance period end August 31, 2026 End of the three-year EBITDA growth measurement period for the RSUs

Grant date April 2, 2026 Date the 10,927 performance-based restricted stock units were originally granted

Key Terms

performance-based restricted stock units, EBITDA growth, net settlement, Rule 16b-3, +1 more

5 terms

performance-based restricted stock units financial

"the reporting person was granted 10,927 performance-based restricted stock units, each of which represented"

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 growth financial

"could be earned up to 200% of target depending on the Issuer's EBITDA growth as compared"

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"

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

"shares of Class A common stock ... withheld to satisfy tax withholding obligations upon the vesting"

FAQ

What insider equity event did HMH (HMH) disclose for Roy A. Dyrseth?

HMH disclosed that Chief Commercial Officer Roy A. Dyrseth had 10,927 performance-based RSUs convert into an equal number of Class A common shares after the Compensation Committee certified the performance conditions for a three-year period ending August 31, 2026.

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

The filing states that 5,180 shares of HMH Class A common stock were withheld to satisfy tax withholding obligations upon vesting of the performance-based restricted stock units, through a net settlement approved under Rule 16b-3.

What performance conditions governed the HMH (HMH) RSU award?

The award of 10,927 performance-based RSUs could be earned up to 200% of target based on HMH’s EBITDA growth versus a peer set over the period from September 1, 2023 through August 31, 2026, subject to continued service.

What performance result did HMH (HMH) certify for the RSUs?

On September 3, 2026, HMH’s Compensation Committee certified achievement of the performance condition at 50%, which resulted in the performance-based RSUs becoming earned at 100% of the target amount granted, or 10,927 units.

At what reference price were the HMH (HMH) tax-withheld shares valued?

Both the vesting of 10,927 shares and the withholding of 5,180 shares are reported at a reference value of $19.26 per share of HMH Class A common stock.

Were the HMH (HMH) insider transactions made under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not checked, and no footnote describes a trading plan, so no Rule 10b5-1 plan is reported for these equity award and tax-withholding transactions.

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

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Available on EDGAR 09/04/2026 - 05:53 PM Accepted by SEC EDGAR 09/04/2026 - 05:52 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^*

Dyrseth Roy A.

(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 Commercial 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		10,927(1)	A	$19.26	79,570	D
Class A Common Stock	09/03/2026		F		5,180(2)	D	$19.26	74,390	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 10,927 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)