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

Rhea-AI Filing Summary

McGraw Hill (MH) Form 4: EVP & Chief Digital Information Officer David Cortese bought 2,500 common shares on 07/25/2025 at $17 each (transaction code "P"), bringing his direct holding to 2,500 shares. The purchase, worth roughly $42,500, is covered by a 180-day lock-up agreement dated 07/23/2025 with Goldman Sachs & Co. LLC, preventing any sale until late January 2026. No derivative positions were reported.

While insider buying by a senior executive can signal personal confidence, the amount is immaterial relative to McGraw Hill’s expected market capitalization, so share-price impact should be minimal. Investors may nonetheless view the transaction as a modestly positive indicator of management’s outlook.

Positive

• EVP & CDIO purchased 2,500 shares on the open market, indicating personal confidence and increasing insider alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small open-market buy by EVP shows confidence but is too minor to materially sway valuation.

The filing records David Cortese’s first reported ownership stake—2,500 shares acquired for $17 each. Because the purchase represents under $50k, it is unlikely to change institutional sentiment or liquidity. The 180-day lock-up further limits any near-term trading signal. Historically, insider purchases of this scale at large publishers are statistically insignificant for price action. Nevertheless, the fact that a top technology executive is adding exposure ahead of the lock-up period could be interpreted as incremental alignment with shareholders. Overall impact: neutral.

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^*

Cortese David

(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 & CDIO

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		2,500(1)	A	$17	2,500	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 McGraw Hill (MH) shares did the executive buy?

David Cortese purchased 2,500 common shares.

What price did David Cortese pay for the MH shares?

The shares were bought at $17.00 per share.

When does the 180-day lock-up on these shares expire?

The lock-up began on 07/23/2025 and runs for 180 days, expiring in late January 2026.

Does the filing report any derivative securities?

No, no derivative positions were disclosed in Table II.

What is David Cortese's total direct ownership after the transaction?

His direct beneficial ownership stands at 2,500 MH shares.