HMH CTO has 4,145 shares withheld for taxes

HMH Holding Inc (HMH) reported that Chief Technology Officer Pal Skogerbo had 4,145 shares of Class A common stock withheld on September 1, 2026 to satisfy tax withholding obligations upon the vesting of restricted stock units.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that Chief Technology Officer Pal Skogerbo had 4,145 shares of Class A common stock withheld on September 1, 2026 to satisfy tax withholding obligations upon the vesting of restricted stock units. The shares were withheld at $19.26 per share as part of a net settlement approved by the board under Rule 16b-3. After this tax-withholding disposition, Skogerbo directly holds 56,284 shares of Class A common stock, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 4,145 shares

Tax Withholding 1 txn

Insider Skogerbo Pal

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	4,145	$19.26	$80K

Holdings After Transaction: Class A Common Stock — 56,284 shares (Direct)

Footnotes (1)

1. F1. 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 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

Shares withheld for taxes: 4,145 shares Per-share value used for withholding: $19.26 per share Shares held after transaction: 56,284 shares

3 metrics

Shares withheld for taxes 4,145 shares Class A common stock withheld on September 1, 2026 to satisfy tax withholding on RSU vesting

Per-share value used for withholding $19.26 per share Value applied to the 4,145 withheld shares on September 1, 2026

Shares held after transaction 56,284 shares Direct holding of Pal Skogerbo in HMH Class A common stock after tax-withholding disposition

Key Terms

restricted stock units, net settlement, Rule 16b-3

3 terms

restricted stock units financial

"upon the vesting of restricted stock units."

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

"This net settlement was approved by the board of directors"

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.

FAQ

What insider transaction did HMH (HMH) disclose for Pal Skogerbo?

HMH disclosed that Chief Technology Officer Pal Skogerbo had 4,145 shares of Class A common stock withheld on September 1, 2026 to cover tax withholding obligations upon the vesting of restricted stock units, as part of a net share settlement approved under Rule 16b-3.

How many HMH (HMH) shares were involved in the tax withholding for Pal Skogerbo?

A total of 4,145 shares of HMH Class A common stock were withheld to satisfy Pal Skogerbo’s tax withholding obligations in connection with the vesting of restricted stock units, according to the disclosure for the September 1, 2026 transaction.

What price per share was used for the HMH stock withheld for Pal Skogerbo’s taxes?

The shares of HMH Class A common stock withheld for Pal Skogerbo’s tax obligations were valued at $19.26 per share for the September 1, 2026 net settlement related to the vesting of restricted stock units.

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

After the September 1, 2026 tax-withholding disposition, Chief Technology Officer Pal Skogerbo directly holds 56,284 shares of HMH Class A common stock, as reported in the filing.

Was Pal Skogerbo’s HMH stock transaction made under a Rule 10b5-1 trading plan?

No. The disclosure indicates that no Rule 10b5-1 trading plan is reported for this transaction. The net share settlement for tax withholding was approved by the board of directors under Rule 16b-3 instead.

Was Pal Skogerbo’s HMH transaction an open-market sale of shares?

No. The transaction was a withholding of 4,145 shares of HMH Class A common stock to satisfy tax withholding obligations upon vesting of restricted stock units, rather than an open-market sale.

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Available on EDGAR 09/03/2026 - 02:19 PM Accepted by SEC EDGAR 09/03/2026 - 02:18 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)
09/01/2026

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	09/01/2026		F		4,145(1)	D	$19.26	56,284	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 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 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	09/03/2026
	** 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)