HMH Holding Inc (HMH) over-allotment reshapes Akastor’s share package

Rhea-AI Filing Summary

HMH Holding Inc insiders associated with Akastor reported internal restructuring transactions tied to the company’s IPO over-allotment option. Underwriters partially exercised their option to buy 685,844 shares of Class A common stock, with closing anticipated on May 5, 2026.

The issuer will contribute net over-allotment proceeds of $12,893,867.20 to HMH Holding B.V., which will use the funds to purchase securities in equal proportion from Akastor and another HMH B.V. stockholder. For Akastor, HMH B.V. will purchase 171,461 Class B shares and 342,922 B.V. non-voting Class A shares from Mercury HoldCo Inc. for $2,773,200.59, and the same amounts from Akastor AS for $3,673,733.01, totaling $6,446,933.60.

An exchange agreement gives Akastor the right, after the IPO lock-up period ends on September 27, 2026 (unless earlier waived), to exchange one Class B share plus related B.V. non-voting shares for cash or one Class A common share, with no stated expiration.

Insights

Equity capital markets analyst

Form 4 shows Akastor’s stake reshaped by IPO over-allotment flows.

The transactions reflect mechanics of HMH’s IPO over-allotment rather than discretionary market trades. Underwriters are buying 685,844 Class A shares; net proceeds of $12,893,867.20 move from the issuer to HMH Holding B.V., then to selling holders including Akastor.

Akastor receives a cumulative $6,446,933.60 as HMH B.V. purchases specified Class B and non-voting B.V. shares from Akastor AS and Mercury HoldCo Inc. This reallocates ownership between public shareholders and pre-IPO holders without changing total company capitalization.

The exchange agreement allows Akastor, after the IPO lock-up ending around September 27, 2026, to swap one Class B share and corresponding B.V. non-voting shares for cash or one Class A share on a one-for-one basis. Future filings may clarify if and when Akastor begins using these exchange rights.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Akastor ASA, Akastor AS, Mercury HoldCo AS, Mercury HoldCo Inc.

Role null | null | null | null

Type	Security	Shares	Price	Value
Other	B.V. Non-Voting Class A Shares	342,922	$8.087	$2.77M
Other	B.V. Non-Voting Class B Shares	342,922	$10.713	$3.67M
Other	Class B Common Stock	171,461	$0.00	--
Other	Class B Common Stock	171,461	$0.00	--

Holdings After Transaction: B.V. Non-Voting Class A Shares — 15,945,826 shares (Indirect, Mercury HoldCo Inc. See footnotes); B.V. Non-Voting Class B Shares — 15,945,826 shares (Indirect, Akastor AS See footnotes); Class B Common Stock — 16,117,287 shares (Indirect, Mercury HoldCo Inc. See footnotes)

Footnotes (1)

1. On April 30, 2026, the underwriters of the initial public offering of HMH Holding Inc. (the "Issuer") partially exercised their option to purchase (the "Over Allotment") additional shares of the Issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). In connection with the Over Allotment, the underwriters will purchase 685,844 shares of Class A Common Stock, and the transaction is anticipated to close on May 5, 2026. (cont'd in fn 2) (cont'd from fn 1) The Issuer will contribute the net proceeds from the Over Allotment, which will amount to $12,893,867.20, to HMH Holding B.V. ("HMH B.V."), and HMH B.V. will use such net proceeds to purchase in equal proportion from Akastor (as defined below) and another stockholder of HMH B.V., respectively, an aggregate number of shares of Class B common stock of the Issuer (the "Issuer Class B Shares"), non-voting Class A ordinary shares in HMH B.V. (the "B.V. Non-Voting Class A Shares") and non-voting Class B shares in HMH B.V. (the "B.V. Non-Voting Class B Shares"), respectively, equal to the number of shares of Class A Common Stock to be purchased by the underwriters pursuant to the Over Allotment. (cont'd in fn 3) (cont'd from fn 2) With regards to Akastor, HMH B.V. will purchase the following securities for a cumulative purchase price of $6,446,933.60 to be paid to Akastor: (i) 171,461 Issuer Class B Shares and 342,922 B.V. Non-Voting Class A Shares from Mercury HoldCo Inc. in exchange for $2,773,200.59 and (ii) 171,461 Issuer Class B Shares and 342,922 B.V. Non-Voting Class B Shares from Akastor AS in exchange for $3,673,733.01. In this filing, Akastor ASA, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc. are collectively referred to as "Akastor". Akastor ASA has an indirect pecuniary interest in the securities held by each of Akastor AS and Mercury HoldCo Inc. Mercury HoldCo AS has an indirect pecuniary interest in the securities held by Mercury HoldCo Inc. Consequently, Akastor ASA may be deemed to share beneficial ownership in the securities held directly by Akastor AS, and Akastor ASA and Mercury HoldCo AS may be deemed to share beneficial ownership in the securities held directly by Mercury HoldCo Inc. The board of directors and officers of Akastor ASA, Mercury HoldCo Inc., Akastor AS and Mercury HoldCo AS disclaim beneficial ownership with respect to such securities. Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Akastor has the right to exchange one Issuer Class B Share, one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share for cash or shares of the Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments (e.g. for stock splits, stock dividends and reclassifications). These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period (i.e., September 27, 2026, unless the IPO lock-up is earlier released or waived by the underwriters of the Issuer's IPO) and do not expire. Karl Erik Kjelstad and Svein Oskar Stoknes are directors of the Issuer and were nominated for such roles by Akastor AS and Mercury HoldCo Inc. By virtue of their service on the Board of Directors of the Issuer, for purposes of Section 16, Akastor AS and Mercury HoldCo Inc. may be deemed to be a "director by deputization" of the Issuer.

Key Figures

Over-allotment shares: 685,844 shares Net over-allotment proceeds: $12,893,867.20 Akastor consideration total: $6,446,933.60 +5 more

8 metrics

Over-allotment shares 685,844 shares Class A common stock purchased by underwriters in IPO over-allotment

Net over-allotment proceeds $12,893,867.20 Contributed by issuer to HMH Holding B.V.

Akastor consideration total $6,446,933.60 Paid by HMH B.V. for securities from Akastor entities

Mercury HoldCo Inc. portion $2,773,200.59 For 171,461 Issuer Class B and 342,922 B.V. non-voting Class A shares

Akastor AS portion $3,673,733.01 For 171,461 Issuer Class B and 342,922 B.V. non-voting Class B shares

Per-entity Class B shares 171,461 shares Issuer Class B shares purchased from each of Mercury HoldCo Inc. and Akastor AS

Per-entity B.V. non-voting shares 342,922 shares B.V. non-voting Class A or B shares purchased from each Akastor entity

IPO lock-up end date September 27, 2026 Date after which Akastor’s exchange rights become exercisable

Key Terms

Over Allotment, initial public offering, Exchange Agreement, IPO lock-up period, +1 more

5 terms

Over Allotment financial

"the underwriters of the initial public offering ... partially exercised their option to purchase (the "Over Allotment") additional shares"

initial public offering financial

"the underwriters of the initial public offering of HMH Holding Inc. (the "Issuer") partially exercised their option"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

Exchange Agreement regulatory

"Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto"

IPO lock-up period financial

"These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period (i.e., September 27, 2026, unless the IPO lock-up is earlier released or waived)"

director by deputization regulatory

"Akastor AS and Mercury HoldCo Inc. may be deemed to be a "director by deputization" of the Issuer"

Form 4 Insider Transactions: What Each Field Means →

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^*

Akastor ASA

(Last) (First) (Middle)

OKSENOYVEIEN 10

(Street)

LYSAKER 1366

(City) (State) (Zip)

NORWAY

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 B Common Stock	04/30/2026		J(1)(2)(3)(5)		171,461	D	$0	16,117,287	I	Mercury HoldCo Inc. See footnotes(1)(2)(3)(4)(5)(6)
Class B Common Stock	04/30/2026		J(1)(2)(3)(5)		171,461	D	$0	15,945,826	I	Akastor AS See footnotes(1)(2)(3)(4)(5)(6)

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
B.V. Non-Voting Class A Shares	(1)(2)(3)(5)	04/30/2026		J(1)(2)(3)(5)			342,922(1)(2)(3)(5)	(1)(2)(3)(5)	(1)(2)(3)(5)	Class A common stock	342,922	$8.087	15,945,826	I	Mercury HoldCo Inc. See footnotes(1)(2)(3)(4)(5)(6)
B.V. Non-Voting Class B Shares	(1)(2)(3)(5)	04/30/2026		J(1)(2)(3)(5)			342,922(1)(2)(3)(5)	(1)(2)(3)(5)	(1)(2)(3)(5)	Class A common stock	342,922	$10.713	15,945,826	I	Akastor AS See footnotes(1)(2)(3)(4)(5)(6)

1. Name and Address of Reporting Person^*

Akastor ASA

(Last) (First) (Middle)

OKSENOYVEIEN 10

(Street)

LYSAKER 1366

(City) (State) (Zip)

NORWAY

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Akastor AS

(Last) (First) (Middle)

OKSENOYVEIEN 10

(Street)

LYSAKER 1366

(City) (State) (Zip)

NORWAY

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Mercury HoldCo AS

(Last) (First) (Middle)

OKSENOYVEIEN 10

(Street)

LYSAKER 1366

(City) (State) (Zip)

NORWAY

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mercury HoldCo Inc.

(Last) (First) (Middle)

3300 NORTH SAM HOUSTON PARKWAY EAST

(Street)

HOUSTON TEXAS 77032

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

Explanation of Responses:

1. On April 30, 2026, the underwriters of the initial public offering of HMH Holding Inc. (the "Issuer") partially exercised their option to purchase (the "Over Allotment") additional shares of the Issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). In connection with the Over Allotment, the underwriters will purchase 685,844 shares of Class A Common Stock, and the transaction is anticipated to close on May 5, 2026. (cont'd in fn 2)

2. (cont'd from fn 1) The Issuer will contribute the net proceeds from the Over Allotment, which will amount to $12,893,867.20, to HMH Holding B.V. ("HMH B.V."), and HMH B.V. will use such net proceeds to purchase in equal proportion from Akastor (as defined below) and another stockholder of HMH B.V., respectively, an aggregate number of shares of Class B common stock of the Issuer (the "Issuer Class B Shares"), non-voting Class A ordinary shares in HMH B.V. (the "B.V. Non-Voting Class A Shares") and non-voting Class B shares in HMH B.V. (the "B.V. Non-Voting Class B Shares"), respectively, equal to the number of shares of Class A Common Stock to be purchased by the underwriters pursuant to the Over Allotment. (cont'd in fn 3)

3. (cont'd from fn 2) With regards to Akastor, HMH B.V. will purchase the following securities for a cumulative purchase price of $6,446,933.60 to be paid to Akastor: (i) 171,461 Issuer Class B Shares and 342,922 B.V. Non-Voting Class A Shares from Mercury HoldCo Inc. in exchange for $2,773,200.59 and (ii) 171,461 Issuer Class B Shares and 342,922 B.V. Non-Voting Class B Shares from Akastor AS in exchange for $3,673,733.01.

4. In this filing, Akastor ASA, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc. are collectively referred to as "Akastor". Akastor ASA has an indirect pecuniary interest in the securities held by each of Akastor AS and Mercury HoldCo Inc. Mercury HoldCo AS has an indirect pecuniary interest in the securities held by Mercury HoldCo Inc. Consequently, Akastor ASA may be deemed to share beneficial ownership in the securities held directly by Akastor AS, and Akastor ASA and Mercury HoldCo AS may be deemed to share beneficial ownership in the securities held directly by Mercury HoldCo Inc. The board of directors and officers of Akastor ASA, Mercury HoldCo Inc., Akastor AS and Mercury HoldCo AS disclaim beneficial ownership with respect to such securities.

5. Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Akastor has the right to exchange one Issuer Class B Share, one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share for cash or shares of the Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments (e.g. for stock splits, stock dividends and reclassifications). These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period (i.e., September 27, 2026, unless the IPO lock-up is earlier released or waived by the underwriters of the Issuer's IPO) and do not expire.

6. Karl Erik Kjelstad and Svein Oskar Stoknes are directors of the Issuer and were nominated for such roles by Akastor AS and Mercury HoldCo Inc. By virtue of their service on the Board of Directors of the Issuer, for purposes of Section 16, Akastor AS and Mercury HoldCo Inc. may be deemed to be a "director by deputization" of the Issuer.

	/s/ Karl Erik Kjelstad, as Chief Executive Officer of Akastor ASA	05/04/2026
	/s/ Oyvind Paaske, Chair of Akastor AS	05/04/2026
	/s/ Oyvind Paaske, Chair of Mercury HoldCo AS	05/04/2026
	/s/ Askel Matre, Director of Mercury HoldCo Inc.	05/04/2026
	** 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)

FAQ

What insider transactions did Akastor report in HMH (HMH)?

The filing reports four restructuring transactions coded “J” involving Class B common stock and B.V. non-voting shares. These movements track an IPO over-allotment structure rather than open-market buying or selling by Akastor-related entities.

How many HMH shares are included in the IPO over-allotment?

Underwriters partially exercised their over-allotment option to buy 685,844 shares of HMH Class A common stock. This additional block is linked to the initial public offering and is expected to close on May 5, 2026, per the disclosure.

How much cash will HMH Holding Inc contribute to HMH Holding B.V.?

HMH Holding Inc will contribute net over-allotment proceeds of $12,893,867.20 to HMH Holding B.V. HMH B.V. will then use these funds to purchase specified Class B and non-voting B.V. shares from Akastor and another HMH B.V. stockholder in equal proportion.

What consideration does Akastor receive from the HMH over-allotment structure?

For Akastor, HMH B.V. will pay a cumulative $6,446,933.60. This consists of $2,773,200.59 for 171,461 Issuer Class B shares and 342,922 B.V. non-voting Class A shares from Mercury HoldCo Inc., and $3,673,733.01 for the same quantities from Akastor AS.

What exchange rights does Akastor hold in relation to HMH shares?

Under an exchange agreement, Akastor can exchange one Issuer Class B share plus one B.V. non-voting Class A share and one B.V. non-voting Class B share for cash or one Class A common share, after the IPO lock-up ends on September 27, 2026, with no expiration.

Do these HMH Form 4 transactions reflect open-market buying or selling?

No. The transactions are coded “J” for “other acquisition or disposition” and are tied to the IPO over-allotment and internal structuring. They do not represent traditional open-market purchases or sales by Akastor-related insiders.