HMH CAO has 1,970 shares withheld for taxes

HMH’s chief accounting officer had shares withheld for taxes on RSU vesting, leaving 23,934 shares held directly.

Rhea-AI Filing Summary

HMH Holding Inc (HMH) reported that Chief Accounting Officer Hunain Qureshi had 1,970 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 valued at $19.26 per share for this tax-withholding disposition, which the board of directors approved as a net settlement under Rule 16b-3. Following this transaction, Qureshi holds 23,934 shares of HMH Class A common stock directly. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 1,970 shares

Tax Withholding 1 txn

Insider Qureshi Hunain

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	1,970	$19.26	$38K

Holdings After Transaction: Class A Common Stock — 23,934 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 tax: 1,970 shares Transaction valuation price: $19.26 per share Shares held after transaction: 23,934 shares +2 more

5 metrics

Shares withheld for tax 1,970 shares Class A common stock withheld on September 1, 2026 for tax withholding obligations

Transaction valuation price $19.26 per share Value used for the tax-withholding disposition of 1,970 shares

Shares held after transaction 23,934 shares Direct holdings of Hunain Qureshi following the September 1, 2026 transaction

Transaction date September 1, 2026 Date of tax-withholding disposition of Class A common stock

Code F shares 1,970 shares Shares delivered or withheld for payment of tax liability

Key Terms

tax withholding obligations, restricted stock units, net settlement, Rule 16b-3

4 terms

tax withholding obligations financial

"withheld to satisfy tax withholding obligations upon the vesting"

restricted stock units financial

"upon the vesting of restricted stock units. This net settlement"

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

"approved by the board of directors of the Issuer pursuant to Rule 16b-3"

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 Hunain Qureshi?

HMH disclosed that Chief Accounting Officer Hunain Qureshi had 1,970 shares of Class A common stock withheld on September 1, 2026 to cover tax withholding obligations arising from the vesting of restricted stock units, leaving him with 23,934 shares held directly.

Was the HMH (HMH) insider transaction a market sale or tax withholding?

The transaction was not a market sale; it was a tax-withholding disposition, where 1,970 shares were withheld to satisfy tax obligations when restricted stock units vested, as described in the footnote to the filing.

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

The 1,970 shares of HMH Class A common stock withheld for tax obligations were valued at $19.26 per share for this transaction, according to the Form 4 disclosure.

How many HMH (HMH) shares does Hunain Qureshi hold after this Form 4 event?

After the tax-withholding disposition, Chief Accounting Officer Hunain Qureshi directly holds 23,934 shares of HMH Holding Inc Class A common stock, as reported in the Form 4.

Was a Rule 10b5-1 trading plan involved in the HMH (HMH) Form 4 transaction?

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

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Available on EDGAR 09/03/2026 - 02:18 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^*

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)
09/01/2026

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		1,970(1)	D	$19.26	23,934	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)