Skillsoft (NYSE: SKIL) officer converts RSUs and withholds shares for tax obligations

Rhea-AI Filing Summary

Skillsoft Corp. principal accounting officer Keith C. Swiniarski reported equity compensation activity involving restricted stock units and Class A common stock. On March 1, 2026, he exercised 938 restricted stock units, converting them into 938 shares of Class A Common Stock at a stated price of $0.00 per share. After this conversion, his direct holdings of Class A Common Stock increased to 2,913 shares. On the same date, 278 shares of Class A Common Stock were automatically withheld at a price of $4.19 per share to cover tax obligations upon vesting, leaving him with 2,635 directly owned shares. The filing notes that each restricted stock unit corresponds to one share of Class A Common Stock and that the units vest in four equal annual installments beginning March 1, 2024, contingent on his continued employment.

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

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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)
03/01/2026

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	03/01/2026		M		938	A	$0	2,913	D
Class A Common Stock	03/01/2026		F		278(1)	D	$4.19	2,635	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)	03/01/2026		M			938	(3)	(3)	Class A Common Stock	938	$0	938	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 four equal annual installments beginning March 1, 2024, subject to the Reporting Person remaining continuously employed through each vesting date.

	/s/ John Frederick, as attorney-in-fact for Keith Swiniarski	03/03/2026
	** 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).
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FAQ

What insider transactions did Skillsoft (SKIL) report for Keith C. Swiniarski?

Keith C. Swiniarski exercised 938 restricted stock units into 938 shares of Class A Common Stock. On the same date, 278 shares were withheld to satisfy tax obligations, resulting in 2,635 directly owned shares after these transactions.

How many Skillsoft (SKIL) shares does Keith C. Swiniarski own after this Form 4?

After the reported transactions, Keith C. Swiniarski directly owns 2,635 shares of Skillsoft Class A Common Stock. This figure reflects 938 shares acquired from RSU conversion and 278 shares withheld by the company to cover tax obligations on vesting.

What happened to Keith C. Swiniarski’s restricted stock units at Skillsoft (SKIL)?

On March 1, 2026, 938 restricted stock units were exercised and converted into 938 shares of Skillsoft Class A Common Stock. Each restricted stock unit represents a contingent right to receive one share when vesting conditions are satisfied.

Why were 278 Skillsoft (SKIL) shares withheld from Keith C. Swiniarski?

The 278 shares of Class A Common Stock were withheld by Skillsoft to satisfy tax withholding obligations upon vesting. This type of transaction is coded as “F” and represents payment of tax liability using shares instead of cash.

What is the vesting schedule of Keith C. Swiniarski’s Skillsoft (SKIL) RSUs?

The restricted stock units vest in four equal annual installments beginning March 1, 2024. Vesting is contingent on Keith C. Swiniarski remaining continuously employed through each vesting date, according to the footnote in the Form 4.

What does transaction code “M” mean in the Skillsoft (SKIL) Form 4 for Keith C. Swiniarski?

Transaction code “M” indicates an exercise or conversion of a derivative security, here restricted stock units, into Class A Common Stock. In this filing, 938 restricted stock units were converted into 938 shares at a stated price of $0.00 per share.