[Form 4] McGraw Hill, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Healthcare Services Group (HCSG) filed a Form 144 indicating the planned sale of 21,368 common shares on or about 07/28/2025 through Morgan Stanley Smith Barney on the NASDAQ. The shares carry an aggregate market value of $283,126, representing roughly 0.03% of the company’s 72.4 million shares outstanding.

The seller acquired the stock over several years via employee-related programs: employee stock purchase plans (2021 & 2022), restricted-stock grants (2016), and option exercises (2012-2015). The filer reports no sales during the prior three months and affirms possession of no undisclosed material adverse information, as required under Rule 144.

While Form 144 filings do not guarantee a transaction will occur, they often signal insider intent to dispose of shares. Given the modest size relative to float, the proposed sale is unlikely to have a material impact on liquidity or price dynamics.

Positive

• Transparent disclosure under Rule 144 provides investors early notice of potential insider activity
• Sale represents only ~0.03% of shares outstanding, posing minimal supply pressure

Negative

• Insider intent to sell 21,368 shares may be viewed as a mild negative sentiment signal

Insights

Securities Analyst

TL;DR: Minor insider sale—21k shares (~$283k) vs. 72.4 m float; signal negligible market impact.

This Form 144 discloses a routine insider disposition plan. The absolute value (≈$0.28 m) and fractional ownership (<0.05% of O/S) suggest de-minimis dilution risk. Rule 144 transparency is positive for governance, but insider selling can still be perceived as a weak sentiment indicator. Absence of recent sales and the long holding period for several tranches mitigate concerns. Overall, I classify the event as neutral-to-slightly negative; materiality is low yet worth noting for sentiment trackers.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sallmann Robert

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

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	07/25/2025		P		3,000(1)	A	$17	3,000	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. The shares of Common Stock reported on this Form 4 are subject to a lock-up agreement, effective as of 7/23/2025 (the "Lock-up Date"), between the Reporting Person and Goldman Sachs & Co. LLC, pursuant to which shares of Common Stock reported herein cannot be sold for 180 days following the Lock-up Date.

Remarks:

	/s/ David B. Stafford, Attorney-in-Fact	07/28/2025
	** 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

How many HCSG shares are being sold under this Form 144?

The notice covers 21,368 common shares.

What is the total market value of the proposed HCSG share sale?

The aggregate market value is $283,126.

When is the planned sale date for the HCSG shares?

The filer lists an approximate sale date of 07/28/2025.

What percentage of Healthcare Services Group’s shares outstanding does this sale represent?

Roughly 0.03% of the 72,412,725 shares outstanding.

Through which broker will the HCSG shares be sold?

The shares are to be sold via Morgan Stanley Smith Barney LLC.