McGraw Hill (MH) CAO receives 8,473-share restricted stock grant

Rhea-AI Filing Summary

Van Dam Brian Keith reported acquisition or exercise transactions in this Form 4 filing.

McGraw Hill, Inc. Chief Accounting Officer Brian Keith Van Dam reported an equity compensation grant of 8,473 shares of common stock on April 1, 2026. These were issued at no cash cost as restricted stock units that vest in three equal annual installments on April 1, 2027, April 1, 2028 and April 1, 2029, contingent on his continued employment. Following this award, his reported direct holdings total 8,473 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Van Dam Brian Keith

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,473	$0.00	--

Holdings After Transaction: Common Stock — 8,473 shares (Direct)

Footnotes (1)

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Key Figures

RSU grant size: 8,473 units Grant price: $0.00 per share Holdings after grant: 8,473 shares +2 more

5 metrics

RSU grant size 8,473 units Restricted stock units granted April 1, 2026

Grant price $0.00 per share Equity compensation, no cash paid

Holdings after grant 8,473 shares Direct common stock ownership following transaction

Vesting schedule start April 1, 2027 First of three equal annual vesting dates

Final vesting date April 1, 2029 Last installment of RSU vesting

Key Terms

restricted stock units ("RSUs"), vest, continued employment

3 terms

restricted stock units ("RSUs") financial

"received a grant of 8,473 restricted stock units ("RSUs") that vest"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

vest financial

"RSUs that vest in three equal annual installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

continued employment financial

"subject to the Reporting Person's continued employment with the Issuer"

Continued employment means that an individual remains in their current job without interruption. For investors, it signals stability and ongoing work that can affect company performance and future prospects. Like a steady heartbeat for a business, sustained employment helps ensure consistent operations and financial health.

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^*

Van Dam Brian Keith

(Last) (First) (Middle)

8787 ORION PLACE

(Street)

COLUMBUS OHIO 43240

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
McGraw Hill, Inc. [ MH ]

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)
04/01/2026

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
Common Stock	04/01/2026		A		8,473(1)	A	$0	8,473	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 1, 2026, the Reporting Person received a grant of 8,473 restricted stock units ("RSUs") that vest in three equal annual installments on each of April 1, 2027, April 1, 2028 and April 1, 2029, subject to the Reporting Person's continued employment with the Issuer through each such date. Each RSU represents the right to receive one (1) share of Common Stock upon vesting of the unit.

	/s/ David B. Stafford, Attorney-in-Fact	04/02/2026
	** 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 McGraw Hill (MH) disclose for Brian Keith Van Dam?

McGraw Hill reported that Chief Accounting Officer Brian Keith Van Dam received a grant of 8,473 restricted stock units on April 1, 2026. These RSUs represent future shares of common stock as part of his equity compensation package, rather than an open-market stock purchase.

How many McGraw Hill (MH) shares are involved in this Form 4 filing?

The Form 4 shows a grant of 8,473 restricted stock units, each convertible into one share of McGraw Hill common stock upon vesting. After this award, Van Dam’s reported direct holdings total 8,473 common shares, reflecting this newly granted equity position.

When do Brian Keith Van Dam’s McGraw Hill (MH) RSUs vest?

The 8,473 restricted stock units vest in three equal annual installments on April 1, 2027, April 1, 2028 and April 1, 2029. Vesting is conditioned on his continued employment with McGraw Hill through each respective vesting date, aligning incentives over several years.

Did Brian Keith Van Dam buy or sell McGraw Hill (MH) stock in this transaction?

He did not buy or sell shares on the open market. Instead, he received 8,473 restricted stock units as a grant with a reported price of $0.00 per share, reflecting compensation rather than a cash transaction, and increasing his direct equity stake in the company.

What does each McGraw Hill (MH) restricted stock unit represent in this grant?

Each restricted stock unit in this grant represents the right to receive one share of McGraw Hill common stock upon vesting. As the RSUs vest over time, they convert into actual shares, providing Van Dam with direct ownership, assuming he remains employed through each vesting date.

What is Brian Keith Van Dam’s McGraw Hill (MH) ownership after this Form 4?

After this reported transaction, Van Dam’s total direct holdings are 8,473 shares of McGraw Hill common stock. This amount corresponds to the RSU grant reported, and reflects the equity he holds directly as of the filing’s post-transaction position disclosure.