McGraw Hill director granted 16,086 RSUs

Subramanian Guhan reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Subramanian Guhan reported acquisition or exercise transactions in this Form 4 filing.

McGraw Hill, Inc. director Subramanian Guhan reported an equity compensation grant. On August 11, 2026, he received 16,086 restricted stock units (RSUs), each representing one share of common stock upon vesting. The RSUs vest on the earlier of the company’s 2027 annual stockholders meeting or August 11, 2027, subject to his continued board service. Following this grant, his directly held common stock position is 26,968 shares.

Insider Trade Summary

Grant/Award: 16,086 shares

Grant/Award 1 txn

Insider Subramanian Guhan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	16,086	$0.00	$0.00

Holdings After Transaction: Common Stock — 26,968 shares (Direct)

Footnotes (1)

1. F1. On 8/11/2026, the Reporting Person received a grant of 16,086 restricted stock units ("RSUs") that vest on the earlier of (i) the date of Issuer's 2027 annual meeting of stockholders or (ii) August 11, 2027, subject to the Reporting Person's continued service on the Issuer's board of directors through each such date. Each RSU represents the right to receive one (1) share of Common Stock upon vesting of the unit.

Key Figures

RSUs granted: 16,086 RSUs Shares following transaction: 26,968 shares Vesting latest date: August 11, 2027 +1 more

4 metrics

RSUs granted 16,086 RSUs Restricted stock units granted on August 11, 2026

Shares following transaction 26,968 shares Total direct common stock holdings after the grant

Vesting latest date August 11, 2027 RSUs vest on the earlier of 2027 annual meeting or this date

Transaction price per share $0.00 per share Reported price for the RSU grant

Key Terms

restricted stock units, RSUs, vest

3 terms

restricted stock units financial

"the Reporting Person received a grant of 16,086 restricted stock units ("RSUs")"

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.

RSUs financial

"Each RSU represents the right to receive one (1) share of Common Stock"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

vest financial

"RSUs that vest on the earlier of (i) the date of Issuer's 2027 annual meeting"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did McGraw Hill (MH) director Subramanian Guhan receive?

Subramanian Guhan received a grant of 16,086 restricted stock units (RSUs) on August 11, 2026. Each RSU represents the right to receive one share of McGraw Hill common stock upon vesting, as long as board service conditions are met.

When do the 16,086 RSUs granted to the McGraw Hill (MH) director vest?

The 16,086 RSUs vest on the earlier of McGraw Hill’s 2027 annual meeting of stockholders or August 11, 2027. Vesting is conditioned on Subramanian Guhan’s continued service on the board of directors through the applicable date.

How many McGraw Hill (MH) shares does Subramanian Guhan hold after this Form 4?

After this reported grant, Subramanian Guhan holds 26,968 shares of McGraw Hill common stock directly. This total reflects the addition of 16,086 RSUs that, upon vesting, each convert into one share of common stock.

Was there a purchase price for the McGraw Hill (MH) RSU grant to the director?

The RSU grant was reported at a price of $0.00 per share, indicating a compensation award rather than an open-market purchase. The units convert into common shares upon vesting, subject to continued board service requirements.

Is the McGraw Hill (MH) director’s RSU grant under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan. The transaction is reported as a grant or award of RSUs, not as a trade executed under a pre-arranged 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 04:16 PM Accepted by SEC EDGAR 08/13/2026 - 04:15 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^*

Subramanian Guhan

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026

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	08/11/2026		A		16,086(1)	A	$0	26,968	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 8/11/2026, the Reporting Person received a grant of 16,086 restricted stock units ("RSUs") that vest on the earlier of (i) the date of Issuer's 2027 annual meeting of stockholders or (ii) August 11, 2027, subject to the Reporting Person's continued service on the Issuer's board of directors 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	08/13/2026
	** 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)