McGraw Hill grants 36,842 RSUs to EVP

Stafford David B reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Stafford David B reported acquisition or exercise transactions in this Form 4 filing.

McGraw Hill, Inc. reported that EVP, GC & Secretary David B. Stafford received an equity award in the form of restricted stock units. On April 1, 2026, he was granted 36,842 RSUs, each representing one share of common stock upon vesting. These RSUs vest in three equal annual installments on April 1, 2027, April 1, 2028, and April 1, 2029, conditioned on his continued employment with the company through each vesting date. Following this grant, his directly held common stock position reported in the filing is 100,774 shares, reflecting a compensation-based increase rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 36,842 shares

Grant/Award 1 txn

Insider Stafford David B

Role EVP, GC & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	36,842	$0.00	$0.00

Holdings After Transaction: Common Stock — 100,774 shares (Direct)

Footnotes (1)

1. F1. On April 1, 2026, the Reporting Person received a grant of 36,842 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.

Key Figures

RSU grant size: 36,842 RSUs Vesting schedule installments: 3 equal annual tranches Post-grant holdings: 100,774 shares +1 more

4 metrics

RSU grant size 36,842 RSUs Granted on April 1, 2026 to EVP, GC & Secretary

Vesting schedule installments 3 equal annual tranches Vesting on April 1, 2027, 2028 and 2029

Post-grant holdings 100,774 shares Total common stock directly owned after the RSU grant

Grant price per share $0.00 per share Compensation award, not an open-market purchase

Key Terms

restricted stock units ("RSUs"), vest, continued employment, Grant, award, or other acquisition

4 terms

restricted stock units ("RSUs") financial

"the Reporting Person received a grant of 36,842 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 on each of April 1, 2027"

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 through each such date"

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.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

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

What equity award did McGraw Hill (MH) grant to David B. Stafford?

McGraw Hill granted David B. Stafford 36,842 restricted stock units as equity compensation. Each RSU represents one share of common stock, deliverable upon vesting, increasing his potential ownership without an open-market stock purchase.

How do David B. Stafford’s 36,842 RSUs at McGraw Hill (MH) vest?

The 36,842 RSUs 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.

Did David B. Stafford buy McGraw Hill (MH) stock on the open market?

No, the Form 4 shows a grant of 36,842 restricted stock units at zero price per share. This is a compensation-related award, not an open-market stock purchase or sale by David B. Stafford.

What is David B. Stafford’s McGraw Hill (MH) share position after this grant?

After the RSU grant, David B. Stafford is reported as directly owning 100,774 shares of McGraw Hill common stock. This figure reflects his position immediately following the April 1, 2026 compensation-related equity award.

What role does David B. Stafford hold at McGraw Hill (MH)?

David B. Stafford serves as Executive Vice President, General Counsel and Secretary of McGraw Hill. The reported RSU award represents part of his compensation package tied to ongoing service with the company.

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

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Accepted by SEC EDGAR 04/02/2026 - 04:48 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^*

Stafford David B

(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)
	EVP, GC & Secretary

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		36,842(1)	A	$0	100,774	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 36,842 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	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)