HMH Holding Inc (HMH) grants CAO 5,089 RSUs in compensation true-up

Rhea-AI Filing Summary

Qureshi Hunain reported acquisition or exercise transactions in this Form 4 filing.

HMH Holding Inc Chief Accounting Officer Hunain Qureshi received a grant of 5,089 restricted stock units of Class A common stock as equity compensation. This award, granted under the HMH Holding Inc. 2026 Long-Term Incentive Plan, is a true-up to correct an earlier administrative under-grant on April 2, 2026.

The grant includes 3,396 restricted stock units that vested immediately, 175 units vesting on September 1, 2026, 1,063 units vesting in two equal annual installments on September 1, 2026 and 2027, and 455 units vesting in three equal annual installments from September 1, 2026 through September 1, 2028. Following this grant, Qureshi directly holds 29,683 shares of Class A common stock.

Insights

Equity compensation analyst

Routine RSU true-up grant correcting an earlier under-award.

The filing shows Hunain Qureshi, Chief Accounting Officer of HMH Holding Inc, receiving 5,089 restricted stock units at no cash cost. The footnotes explain this is a true-up because fewer units were originally granted than the Board had approved.

The structure mixes immediately vested units (3,396) with multi-year vesting tranches out to September 1, 2028, which supports retention incentives. After the grant, Qureshi holds 29,683 shares directly. As a compensation adjustment rather than a market trade, the event is routine and neutral for shareholders.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Qureshi Hunain

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	5,089	$0.00	--

Holdings After Transaction: Class A Common Stock — 29,683 shares (Direct, null)

Footnotes (1)

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 3,396 restricted stock units that vested immediately upon grant, 175 restricted stock units that vest on September 1, 2026, 1,063 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 455 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: 5,089 units Immediate vesting units: 3,396 units Two-year vesting units: 1,063 units +2 more

5 metrics

RSU grant size 5,089 units Restricted stock units granted on May 5, 2026

Immediate vesting units 3,396 units Restricted stock units vested immediately upon grant

Two-year vesting units 1,063 units Vest in equal installments on Sept 1, 2026 and 2027

Three-year vesting units 455 units Vest in equal installments from Sept 1, 2026 to 2028

Shares after transaction 29,683 shares Class A common stock held directly after grant

Key Terms

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

4 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"

vested immediately upon grant financial

"The restricted stock units include 3,396 restricted stock units that vested immediately upon grant"

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^*

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)
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		5,089(1)(2)	A	$0.00	29,683	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 3,396 restricted stock units that vested immediately upon grant, 175 restricted stock units that vest on September 1, 2026, 1,063 restricted stock units that vest in two equal annual installments on September 1, 2026 and September 1, 2027 and 455 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)

FAQ

What insider transaction did HMH (HMH) report for Hunain Qureshi?

HMH reported that Chief Accounting Officer Hunain Qureshi received 5,089 restricted stock units of Class A common stock. The units were granted as equity compensation under the 2026 Long-Term Incentive Plan, with no cash price per share disclosed in the transaction details.

Why did HMH (HMH) grant a 5,089-unit RSU true-up to its CAO?

The company granted 5,089 restricted stock units as a true-up award because an administrative error on April 2, 2026 resulted in fewer units being granted than the Board had approved. This grant aligns Qureshi’s award with the originally approved amount.

How are Hunain Qureshi’s new HMH restricted stock units scheduled to vest?

The restricted stock units vest in several tranches: 3,396 units vested immediately, 175 units vest on September 1, 2026, 1,063 units vest in two equal installments on September 1, 2026 and 2027, and 455 units vest in three equal installments through September 1, 2028.

What is Hunain Qureshi’s HMH shareholding after this Form 4 transaction?

After the grant, Hunain Qureshi directly holds 29,683 shares of HMH Holding Inc Class A common stock. This figure reflects his position following the 5,089 restricted stock unit award reported in the Form 4 filing.

Does the HMH (HMH) RSU grant to the CAO involve any option exercise?

No option exercise is involved. The filing shows a code "A" transaction, indicating a grant or award acquisition of 5,089 restricted stock units with a per-share transaction price of 0.0000, rather than an exercise of options or other derivatives.