Skillsoft (SKIL) CLO exercises 4,000 RSUs, withholds 1,152 shares for tax

Rhea-AI Filing Summary

Skillsoft Corp. interim CLO and General Counsel Scott Semel reported equity compensation activity involving restricted stock units and common shares. On March 1, 2026, he exercised 4,000 restricted stock units, which converted into 4,000 shares of Class A common stock at a stated price of $0.00 per share, reflecting a non-cash derivative exercise.

In a related transaction that same day, 1,152 shares of Class A common stock were disposed of at $4.19 per share to satisfy tax withholding obligations upon vesting, as noted in the footnotes. After these transactions, Semel directly owned 10,690 shares of Class A common stock. Each restricted stock unit represents a right to receive one share of Class A common stock, and the unit award referenced in the footnotes vests in six equal monthly installments beginning December 1, 2025, contingent on continued employment.

Insider Trade Summary

4,000 shares exercised/converted

Mixed 3 txns

Insider Semel Scott

Role Interim CLO & General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,000	$0.00	--
Exercise	Class A Common Stock	4,000	$0.00	--
Tax Withholding	Class A Common Stock	1,152	$4.19	$5K

Holdings After Transaction: Restricted Stock Units — 8,000 shares (Direct); Class A Common Stock — 11,842 shares (Direct)

Footnotes (1)

1. Represents shares withheld by the Issuer to satisfy tax withholding obligations upon vesting. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer. The restricted stock units vest in six equal monthly installments beginning December 1, 2025, subject to the Reporting Person remaining continuously employed through each vest date.

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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^*

Semel Scott

(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)
	Interim CLO & General Counsel

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		4,000	A	$0	11,842	D
Class A Common Stock	03/01/2026		F		1,152(1)	D	$4.19	10,690	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			4,000	(3)	(3)	Class A Common Stock	4,000	$0	8,000	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 six equal monthly installments beginning December 1, 2025, subject to the Reporting Person remaining continuously employed through each vest date.

	/s/ John Frederick, as attorney-in-fact for Scott Semel	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).
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 insider transactions did Skillsoft (SKIL) executive Scott Semel report?

Scott Semel reported exercising 4,000 restricted stock units into 4,000 Class A common shares and a related tax-withholding disposition of 1,152 shares. These transactions reflect equity compensation activity rather than open-market buying or selling of Skillsoft stock.

How many Skillsoft (SKIL) shares does Scott Semel own after this Form 4?

After the reported transactions, Scott Semel directly owns 10,690 shares of Skillsoft Class A Common Stock. This balance reflects the 4,000-share RSU conversion and the 1,152 shares withheld to cover tax obligations associated with the vesting event.

Were Scott Semel’s Skillsoft (SKIL) transactions open-market buys or sells?

The filing shows no open-market buys or sells. Semel’s 4,000-share increase came from exercising restricted stock units, while the 1,152-share disposition was to satisfy tax withholding obligations upon vesting, not a discretionary sale into the market.

What price was used for the Skillsoft (SKIL) tax-withholding share disposition?

For the tax-withholding disposition, 1,152 Skillsoft Class A shares were reported at a transaction price of $4.19 per share. This price is used to value shares delivered to cover tax liabilities arising from the vesting of restricted stock units.

How do Skillsoft (SKIL) restricted stock units work in this Form 4?

Each restricted stock unit represents a contingent right to receive one Skillsoft Class A share. The award referenced here vests in six equal monthly installments starting December 1, 2025, provided Scott Semel remains continuously employed through each applicable vesting date.

Why were some of Scott Semel’s Skillsoft (SKIL) shares withheld?

According to the footnotes, 1,152 shares were withheld by Skillsoft to satisfy tax withholding obligations upon RSU vesting. Instead of paying taxes in cash, Semel delivered shares, which are reported as a tax-withholding disposition on the Form 4.