McGraw Hill (MH) CFO granted 86,842 RSUs in multi-year equity award

Rhea-AI Filing Summary

McGraw Hill, Inc. EVP & CFO Robert Sallmann received an equity compensation award rather than buying shares on the market. He was granted 86,842 restricted stock units on April 1, 2026 at no cash cost, increasing his directly held common stock to 89,842 shares.

The RSUs vest in three equal annual installments on April 1, 2027, 2028 and 2029, conditioned on his continued employment. Each RSU converts into one share of common stock upon vesting, tying much of his future compensation to the company’s long-term share performance.

Insights

Equity compensation analyst

CFO receives sizeable time-vested RSU grant, a routine pay mechanism.

EVP & CFO Robert Sallmann was granted 86,842 RSUs, which vest in three equal tranches from 2027 to 2029. This is compensation, not an open-market purchase, and involves no cash outlay from the executive.

The award roughly matches his reported 89,842 post-transaction common shares, meaning a large portion of his potential upside now depends on vesting and future share price. Because the grant vests over several years and reflects standard long-term incentive design, it is typically viewed as an administrative event rather than a directional trading signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sallmann Robert

Role EVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	86,842	$0.00	--

Holdings After Transaction: Common Stock — 89,842 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

RSU grant size: 86,842 RSUs Shares held after transaction: 89,842 shares Grant price per share: $0.00 per share +3 more

6 metrics

RSU grant size 86,842 RSUs Granted April 1, 2026 to EVP & CFO

Shares held after transaction 89,842 shares Common stock directly owned after RSU grant

Grant price per share $0.00 per share Compensation grant, not a cash purchase

First vesting date April 1, 2027 First of three equal annual RSU vesting dates

Final vesting date April 1, 2029 Final tranche of RSUs scheduled to vest

Number of vesting tranches 3 installments Equal annual vesting in 2027, 2028, 2029

Key Terms

restricted stock units, RSUs, vesting, grant, award, or other acquisition, +1 more

5 terms

restricted stock units financial

"received a grant of 86,842 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.

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.

vesting financial

"RSUs that vest in three equal annual installments on each of April 1, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

grant, award, or other acquisition financial

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

common stock financial

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

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

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^*

Sallmann Robert

(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 & CFO

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		86,842(1)	A	$0	89,842	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 86,842 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, Attorney-in-Fact	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)

FAQ

What did McGraw Hill (MH) CFO Robert Sallmann report on this Form 4?

He reported receiving a grant of 86,842 restricted stock units as equity compensation. The award does not involve any market purchase or sale and represents time-vested RSUs that can convert into common shares if he remains employed and the units vest over time.

How many McGraw Hill (MH) RSUs were granted to the CFO and on what date?

The CFO received 86,842 restricted stock units on April 1, 2026. These RSUs are a stock-based compensation grant, not bought with cash. They will settle into common stock only as they vest according to the three-year schedule described in the filing footnote.

What is the vesting schedule for Robert Sallmann’s McGraw Hill (MH) RSU grant?

The 86,842 RSUs vest in three equal annual installments starting April 1, 2027. Additional tranches follow on April 1, 2028 and April 1, 2029, each contingent on his continued employment, aligning the award with long-term company and shareholder outcomes over several years.

How many McGraw Hill (MH) common shares does the CFO hold after this RSU grant?

After the reported transaction, his direct holdings are 89,842 shares of common stock. This figure reflects his position following the equity award, showing his existing ownership separate from the unvested RSUs that may later convert into additional shares upon vesting events.

Did the McGraw Hill (MH) CFO buy or sell any shares in the market in this filing?

No market purchases or sales were reported; the code "A" reflects a grant or award. The transaction is an 86,842-unit RSU grant at a reported price of $0.00 per share, meaning it is compensation-based and not an open-market trade affecting trading volume directly.