McGraw Hill director granted 16,086 RSUs

Allen Simon Jonathan reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Allen Simon Jonathan reported acquisition or exercise transactions in this Form 4 filing.

McGraw Hill, Inc. director Allen Simon Jonathan received a grant of 16,086 restricted stock units (RSUs) on August 11, 2026. These RSUs vest on the earlier of the company’s 2027 annual stockholders’ meeting or August 11, 2027, contingent on his continued board service, and each RSU will deliver one share of common stock upon vesting. Following this award he reports 16,086 shares directly and an additional 447,708 shares indirectly through the Allen Family Trust, where his spouse serves as sole trustee and whose holdings may be deemed beneficially owned by him.

Insider Trade Summary

Grant/Award: 16,086 shares

Grant/Award 2 txns

Insider Allen Simon Jonathan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	16,086	$0.00	$0.00
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 16,086 shares (Direct); Common Stock — 447,708 shares (Indirect, By the Allen Family Trust)

Footnotes (2)

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.
2. F2. Held through the Allen Family Trust, the sole trustee of which is the Reporting Person's spouse, as a result, the Reporting Person may be deemed to have beneficial ownership of the shares of Common Stock owned by The Allen Family Trust.

Key Figures

RSUs granted: 16,086 units Direct holdings after grant: 16,086 shares Indirect holdings via trust: 447,708 shares +2 more

5 metrics

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

Direct holdings after grant 16,086 shares Common stock directly held following the RSU award

Indirect holdings via trust 447,708 shares Common stock held through the Allen Family Trust

Vesting date trigger Earlier of 2027 annual meeting or August 11, 2027 Vesting condition for 16,086 RSUs, subject to continued board service

Grant price per share $0.0000 per share Reported transaction price for the RSU grant of common stock

Key Terms

restricted stock units, beneficial ownership, Allen Family Trust

3 terms

restricted stock units financial

"received a grant of 16,086 restricted stock units ("RSUs") that vest"

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.

beneficial ownership financial

"the Reporting Person may be deemed to have beneficial ownership of the shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Allen Family Trust financial

"Held through the Allen Family Trust, the sole trustee of which is the Reporting Person's spouse"

FAQ

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

What did McGraw Hill (MH) director Allen Simon Jonathan receive on August 11, 2026?

Allen Simon Jonathan received a grant of 16,086 restricted stock units (RSUs) on August 11, 2026. Each RSU entitles him to receive one share of McGraw Hill common stock upon vesting, subject to continued board service.

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

The 16,086 RSUs vest on the earlier of McGraw Hill’s 2027 annual meeting of stockholders or August 11, 2027. Vesting is contingent on Allen Simon Jonathan continuing to serve on the company’s board through the applicable vesting date.

How many McGraw Hill (MH) shares does Allen Simon Jonathan hold directly after this Form 4?

After the reported grant, Allen Simon Jonathan holds 16,086 shares of McGraw Hill common stock directly. These relate to the RSU award that converts into common stock upon vesting, assuming he meets the continued service condition on the board.

What is Allen Simon Jonathan’s indirect ownership in McGraw Hill (MH)?

Allen Simon Jonathan reports 447,708 shares indirectly through the Allen Family Trust. His spouse is the sole trustee, and he may be deemed to have beneficial ownership of the McGraw Hill common stock held by this trust under applicable securities rules.

Was the McGraw Hill (MH) RSU grant to Allen Simon Jonathan made under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, indicating the RSU grant is not stated as being under a Rule 10b5-1 trading plan. The transaction is described as a grant or award of equity compensation.

What does each RSU granted to McGraw Hill (MH) director Allen Simon Jonathan represent?

Each RSU represents the right to receive one share of McGraw Hill common stock upon vesting. The award therefore functions as equity-based compensation, delivering actual shares only if the service-based vesting conditions are satisfied.

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

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Available on EDGAR 08/13/2026 - 04:15 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^*

Allen Simon Jonathan

(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	16,086	D
Common Stock								447,708	I(2)	By the Allen Family Trust

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.

2. Held through the Allen Family Trust, the sole trustee of which is the Reporting Person's spouse, as a result, the Reporting Person may be deemed to have beneficial ownership of the shares of Common Stock owned by The Allen Family Trust.

	/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)