[Form 4] Skillsoft Corp. Insider Trading Activity

Rhea-AI Filing Summary

Keith C. Swiniarski, Principal Accounting Officer of Skillsoft Corp. (SKIL), reported transactions on 09/01/2025 showing receipt of equity tied to restricted stock units and related withholding. The filing shows 500 restricted stock units treated as acquired with a zero per-share price, and the reporting person beneficially owns 2,096 shares after the transactions. The filing also reports 121 shares withheld at a price of $15.37 to satisfy tax withholding obligations upon vesting, leaving 1,975 shares reported as owned in one line item. The restricted stock units vest in two equal annual installments beginning September 1, 2025, subject to continued employment.

Positive

• 500 restricted stock units granted/recorded, representing future issuance of Class A common shares
• Vesting schedule disclosed: RSUs vest in two equal annual installments beginning September 1, 2025

Negative

• 121 shares withheld at $15.37 to satisfy tax withholding, reducing the net new shares delivered

Insights

Financial Analyst

TL;DR Routine equity compensation: 500 RSUs granted/recorded with 121 shares withheld for taxes; small change to insider ownership.

The Form 4 documents a standard equity-based compensation event for an officer. The reporting person was credited with 500 restricted stock units convertible to Class A common shares and the issuer withheld 121 shares at $15.37 to satisfy tax withholding upon vesting. Beneficial ownership post-transaction is reported at 2,096 shares. This is a non-cash, vesting-related change rather than an open-market purchase or sale, and it does not indicate a change in control or significant dilution on its own.

Corporate Governance Expert

TL;DR Disclosure reflects standard grant administration and tax withholding; vesting conditions are time-based over two years.

The filing clearly states the RSUs vest in two equal annual installments beginning September 1, 2025, conditional on continuous employment. The withholding of 121 shares to satisfy tax obligations is explicitly disclosed. Documentation appears complete for Section 16 reporting: transaction dates, amounts, withholding details, and beneficial ownership levels are provided. No departures from routine grant administration are evident from this filing alone.

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

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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).

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^*

Swiniarski Keith C.

(Last) (First) (Middle)

C/O SKILLSOFT CORP.

300 INNOVATIVE WAY, SUITE 2210

(Street)

NASHUA NH 03062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Skillsoft Corp. [ SKIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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
Class A Common Stock	09/01/2025		M		500	A	$0	2,096	D
Class A Common Stock	09/01/2025		F		121(1)	D	$15.37	1,975	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
Restricted Stock Units	(2)	09/01/2025		M			500	(3)	(3)	Class A Common Stock	500	$0	500	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax withholding obligations upon vesting.

2. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.

3. The restricted stock units vest in two equal annual installments beginning September 1, 2025, subject to the Reporting Person remaining continuously employed through each vesting date.

	/s/ John Frederick, as attorney-in-fact for Keith Swiniarski	09/03/2025
	** 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

What did Skillsoft insider Keith Swiniarski report on Form 4 (SKIL)?

The filing reports receipt of 500 restricted stock units and the withholding of 121 shares at $15.37 for tax purposes, with beneficial ownership reported as 2,096 shares following the transactions.

When do the restricted stock units (RSUs) vest for Keith Swiniarski?

The RSUs vest in two equal annual installments beginning September 1, 2025, subject to continuous employment through each vesting date.

How many shares were withheld to satisfy tax obligations?

The issuer withheld 121 shares at a price of $15.37 to satisfy tax withholding upon vesting.

What is the reporting date and signature date on the Form 4?

The transactions are dated 09/01/2025 and the Form 4 is signed by an attorney-in-fact on 09/03/2025.

Does this Form 4 show an open-market purchase or sale by the insider?

No. The reported activity reflects equity compensation and withholding related to RSU vesting, not an open-market purchase or sale.