HMH awards 12,468 RSUs to CCO Roy Dyrseth

Dyrseth Roy A. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Dyrseth Roy A. reported acquisition or exercise transactions in this Form 4 filing.

HMH Holding Inc reported that Chief Commercial Officer Roy A. Dyrseth received a grant of 12,468 shares of Class A common stock in the form of restricted stock units under the 2026 Long-Term Incentive Plan. This equity grant is a true-up award correcting an earlier administrative error that had under-granted units compared with amounts approved by the board. Of these restricted stock units, 9,659 vested immediately, with the remainder vesting in scheduled installments through September 1, 2028. Following this award, Dyrseth directly holds 80,744 shares of HMH Holding Inc Class A common stock.

Insider Trade Summary

Grant/Award: 12,468 shares

Grant/Award 1 txn

Insider Dyrseth Roy A.

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	12,468	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 80,744 shares (Direct)

Footnotes (2)

1. F1. 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. F2. (Continued from footnote 1) The restricted stock units include 9,659 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

RSUs granted: 12,468 shares Shares after transaction: 80,744 shares Immediately vested RSUs: 9,659 units +3 more

6 metrics

RSUs granted 12,468 shares Restricted stock units granted on May 5, 2026

Shares after transaction 80,744 shares Total Class A common stock held following grant

Immediately vested RSUs 9,659 units Portion of restricted stock units vesting at grant

RSUs vesting Sept 1, 2026 624 units Single-tranche vesting on September 1, 2026

Two-year vesting RSUs 874 units Vest in equal installments on Sept 1, 2026 and 2027

Three-year vesting RSUs 1,311 units Vest in equal installments 2026, 2027 and 2028

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 9,659 restricted stock units that vested immediately upon grant"

annual installments financial

"874 restricted stock units that vest in two equal annual installments ... and 1,311 restricted stock units that vest in three equal annual installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HMH (HMH) report for Roy A. Dyrseth?

HMH reported an equity grant to Roy A. Dyrseth. He received 12,468 restricted stock units of Class A common stock under the 2026 Long-Term Incentive Plan as a true-up award correcting an earlier administrative under-grant approved by the board.

How many HMH (HMH) restricted stock units were granted to Roy A. Dyrseth and at what cost?

Dyrseth received 12,468 restricted stock units at no cash cost. The Form 4 shows 12,468 Class A common stock units granted with a transaction price per share of $0.0000, reflecting a compensation award rather than an open-market purchase.

What is the vesting schedule for Roy Dyrseth’s new HMH (HMH) restricted stock units?

The grant includes immediate and multi-year vesting tranches. 9,659 units vested at grant, 624 vest on September 1, 2026, 874 vest in two equal annual installments in 2026 and 2027, and 1,311 vest in three equal installments from 2026 through 2028.

Why was this HMH (HMH) equity grant described as a true-up award?

The grant corrects an earlier administrative error in equity calculations. Fewer restricted stock units were initially granted on April 2, 2026 than the board had approved, so this May 5, 2026 award aligns Dyrseth’s total grant with the original approval.

How many HMH (HMH) shares does Roy A. Dyrseth hold after this transaction?

After the grant, Dyrseth directly holds 80,744 shares. The Form 4 lists total shares of Class A common stock following the transaction as 80,744, reflecting his updated direct ownership position after the restricted stock unit award.

Was Roy Dyrseth’s HMH (HMH) transaction an open-market buy or a compensation award?

The transaction is a compensation-related equity award, not a market purchase. It is coded as an acquisition by grant (Code A) with a zero transaction price, indicating restricted stock units issued under the company’s 2026 Long-Term Incentive Plan.

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

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Accepted by SEC EDGAR 05/07/2026 - 02:56 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)
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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/05/2026		A		12,468(1)(2)	A	$0.00	80,744	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 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 9,659 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)