HMH (HMH) CFO receives 20,135 RSU true-up grant under 2026 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

McGee Thomas W. reported acquisition or exercise transactions in this Form 4 filing.

HMH Holding Inc Chief Financial Officer receives equity award. On May 5, 2026, CFO Thomas W. McGee was granted 20,135 restricted stock units under the HMH Holding Inc. 2026 Long-Term Incentive Plan. Each unit represents a contingent right to receive one share of Class A common stock.

The award corrects an earlier administrative error that resulted in fewer units being granted on April 2, 2026 than the Board had approved, and this grant serves as a true-up to align his total equity award with the original approval. Following this grant, McGee directly holds 167,473 shares of Class A common stock.

The restricted stock units have staggered vesting: 17,326 vested immediately upon grant, 624 vest on September 1, 2026, 874 vest in two equal annual installments on September 1, 2026 and September 1, 2027, and 1,311 vest in three equal annual installments from September 1, 2026 through September 1, 2028.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McGee Thomas W.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	20,135	$0.00	--

Holdings After Transaction: Class A Common Stock — 167,473 shares (Direct, null)

Footnotes (1)

Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on May 5, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). Due to an administrative error in the calculation of equity awards granted on April 2, 2026, fewer restricted stock units were granted to the reporting person than were approved by the Board of Directors of the Issuer to be granted on that date. This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved. (Continued from footnote 1) The restricted stock units include 17,326 restricted stock units that vested immediately upon grant, 624 restricted stock units that vest on September 1, 2026, 874 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 1,311 restricted stock units that vest in three equal annual installments on September 1, 2026, September 1, 2027 and September 1, 2028.

Key Figures

RSU grant size: 20,135 units Post-transaction holdings: 167,473 shares Immediately vested RSUs: 17,326 units +4 more

7 metrics

RSU grant size 20,135 units Restricted stock units granted May 5, 2026

Post-transaction holdings 167,473 shares Class A common stock held directly after grant

Immediately vested RSUs 17,326 units Vested upon grant date May 5, 2026

Single-tranche vesting 624 units Vest on September 1, 2026

Two-year vesting RSUs 874 units Vest in two equal annual installments in 2026 and 2027

Three-year vesting RSUs 1,311 units Vest in three equal annual installments 2026–2028

Grant price per share $0.00 Equity award granted at no cash cost to CFO

Key Terms

restricted stock units, 2026 Long-Term Incentive Plan, true-up award, vested immediately upon grant, +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.

2026 Long-Term Incentive Plan financial

"restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan"

true-up award financial

"This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved."

vested immediately upon grant financial

"The restricted stock units include 17,326 restricted stock units that vested immediately upon grant"

annual installments financial

"874 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027"

Form 4 Insider Transactions: What Each Field Means →

05/07/2026 - 02:57 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^*

McGee Thomas W.

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

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	05/05/2026		A		20,135⁽¹⁾⁽²⁾	A	$0.00	167,473	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 restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on May 5, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). Due to an administrative error in the calculation of equity awards granted on April 2, 2026, fewer restricted stock units were granted to the reporting person than were approved by the Board of Directors of the Issuer to be granted on that date. This grant represents a true-up award to align the number of restricted stock units granted with the amounts originally approved.

2. (Continued from footnote 1) The restricted stock units include 17,326 restricted stock units that vested immediately upon grant, 624 restricted stock units that vest on September 1, 2026, 874 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 1,311 restricted stock units that vest in three equal annual installments on September 1, 2026, September 1, 2027 and September 1, 2028.

	/s/ Dwight W. Rettig, attorney-in-fact	05/07/2026
	** 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) CFO Thomas W. McGee report on this Form 4?

HMH’s CFO Thomas W. McGee reported receiving 20,135 restricted stock units as an equity award. These units were granted under the 2026 Long-Term Incentive Plan and increase his direct Class A common stock holdings to 167,473 shares after the transaction.

Is the HMH (HMH) CFO’s Form 4 transaction a stock purchase or compensation grant?

The Form 4 shows a compensation-related grant, not an open-market stock purchase. Code A reflects a grant or award, and the filing states these 20,135 restricted stock units were issued under the 2026 Long-Term Incentive Plan as part of his equity compensation.

Why did HMH (HMH) grant a true-up restricted stock unit award to its CFO?

HMH granted this true-up award due to an earlier administrative error in April 2026. Fewer restricted stock units were initially granted than the Board had approved, and the 20,135-unit grant aligns the CFO’s equity award with the originally approved amount.

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

The restricted stock units vest in several tranches. 17,326 units vested immediately, 624 vest on September 1, 2026, 874 vest in two equal installments in 2026 and 2027, and 1,311 vest in three equal installments from 2026 through 2028, subject to conditions.

What does each HMH (HMH) restricted stock unit represent for the CFO?

Each restricted stock unit represents a contingent right to receive one share of HMH Class A common stock. The units convert into shares as they vest over the specified schedule, meaning potential future share delivery rather than immediate cash or stock payment at grant.