McGraw Hill (MH) grants major RSU awards to director Philip Moyer

Rhea-AI Filing Summary

Moyer Philip D reported acquisition or exercise transactions in this Form 4 filing.

McGraw Hill, Inc. reported that director and officer Philip D. Moyer received significant equity awards in the form of restricted stock units (RSUs) tied to its common stock. On February 9, 2026, he was granted 277,585 RSUs, vesting in three equal annual installments on February 9, 2027, 2028 and 2029, contingent on his continued employment.

On February 17, 2026, Moyer received an additional grant of 108,381 RSUs. One-third of this grant vests on February 17, 2026, with the remaining two-thirds vesting in equal installments on February 9, 2027 and February 9, 2028, also subject to continued employment. Each RSU represents the right to receive one share of McGraw Hill common stock upon vesting, increasing his potential direct equity stake over time through compensation awards rather than open-market purchases.

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^*

Moyer Philip D

(Last) (First) (Middle)

8787 ORION PLACE

(Street)

COLUMBUS OH 43240

(City) (State) (Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/09/2026		A		277,585(1)	A	$0	277,585	D
Common Stock	02/17/2026		A		108,381	A	$13.84	385,966	D
Common Stock	02/17/2026		A		108,381(2)	A	$0	494,347	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 February 9, 2026, the Reporting Person received a grant of 277,585 restricted stock units ("RSUs") that vest in three equal annual installments on each of February 9, 2027, February 9, 2028 and February 9, 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.

2. On February 17, 2026, the Reporting Person received a grant of 108,381 RSUs that vest one-third on February 17, 2026, and the remaining two-thirds to vest in equal installments on each of February 9, 2027 and February 9, 2028, subject to the Reporting Person's continued employment with the Issuer through each such date.

Remarks:

President, Chief Executive Officer

	/s/ David B. Stafford, Attorney-in-Fact	02/18/2026
	** 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.

FAQ

What insider transactions did McGraw Hill (MH) report for Philip D. Moyer?

McGraw Hill reported that Philip D. Moyer received equity awards, not open-market trades. He was granted 277,585 restricted stock units on February 9, 2026, and 108,381 restricted stock units on February 17, 2026, both tied to continued employment and future vesting dates.

How many RSUs did Philip D. Moyer receive in McGraw Hill’s latest Form 4?

Philip D. Moyer received two RSU grants: 277,585 restricted stock units on February 9, 2026, and 108,381 restricted stock units on February 17, 2026. Each restricted stock unit represents the right to receive one share of McGraw Hill common stock when the unit vests.

What are the vesting terms of Philip D. Moyer’s 277,585 McGraw Hill RSUs?

The 277,585 RSUs granted on February 9, 2026 vest in three equal annual installments. Vesting dates are February 9, 2027, February 9, 2028 and February 9, 2029, and each installment is conditioned on Moyer’s continued employment with McGraw Hill through the applicable vesting date.

How do the 108,381 McGraw Hill RSUs granted on February 17, 2026 vest?

The 108,381 RSUs granted on February 17, 2026 vest in stages. One-third vests on February 17, 2026, while the remaining two-thirds vest in equal installments on February 9, 2027 and February 9, 2028, all subject to Philip D. Moyer remaining employed through each date.

Do Philip D. Moyer’s McGraw Hill RSUs convert into common stock?

Yes. Each restricted stock unit granted to Philip D. Moyer represents the right to receive one share of McGraw Hill common stock. Shares are delivered upon vesting of the RSUs, provided he continues employment with the company through the specified vesting dates.

Are Philip D. Moyer’s McGraw Hill RSU grants open-market purchases of stock?

No. The transactions reflect equity compensation awards, not open-market purchases. The Form 4 identifies them as grants or awards of restricted stock units that carry a zero-dollar grant price, with future delivery of common shares upon vesting and continued employment.