Skillsoft director converts RSUs into phantom stock

Skillsoft Corp. director Peter Schmitt reported routine equity compensation activity involving restricted stock units and phantom stock.

Rhea-AI Filing Summary

Skillsoft Corp. director Peter Schmitt reported routine equity compensation activity involving restricted stock units and phantom stock. On June 25, 2026, 12,430 restricted stock units vested, each representing a contingent right to receive one share of Class A Common Stock.

Rather than settling these units in shares immediately, Schmitt elected to defer settlement so the 12,430 vested units were converted into 12,430 shares of phantom stock, each tied to one share of Class A Common Stock. The filing shows no open-market purchases or sales, only derivative exercises/conversions related to equity awards.

Insider Trade Summary

24,860 shares exercised/converted

Exercise 2 txns

Insider Schmitt Peter

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,430	$0.00	$0.00
Exercise	Phantom Stock	12,430	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Phantom Stock — 12,430 contracts (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Issuer.
2. F2. The restricted stock units vest on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the Issuer's next annual meeting of stockholders following the date of grant, subject to the Reporting Person's continued service.
3. F3. Each share of phantom stock represents a contingent right to receive one share of Class A Common Stock of the Issuer and resulted from the deferral of vested restricted stock unit award shares. The Reporting Person elected to defer the settlement of the vested restricted stock units on the scheduled vesting date such that the restricted stock units were converted into an equal number of shares of phantom stock.

Key Figures

RSUs vested: 12,430 units Phantom stock acquired: 12,430 units Total derivative exercises: 24,860 units +3 more

6 metrics

RSUs vested 12,430 units Restricted Stock Units vesting on June 25, 2026

Phantom stock acquired 12,430 units Phantom stock units received upon deferral on June 25, 2026

Total derivative exercises 24,860 units ExerciseShares across two derivative transactions

Exercise price $0.0000 per unit Conversion or exercise price for RSUs and phantom stock

Phantom stock holdings after transaction 12,430 units Total phantom stock following transaction

RSU balance after transaction 0 units Restricted Stock Units following conversion into phantom stock

Key Terms

Phantom Stock, Restricted Stock Units, contingent right, deferral of vested restricted stock unit award shares, +1 more

5 terms

Phantom Stock financial

"Each share of phantom stock represents a contingent right to receive one share of Class A Common Stock"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock"

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.

contingent right financial

"represents a contingent right to receive one share of Class A Common Stock of the Issuer"

deferral of vested restricted stock unit award shares financial

"resulted from the deferral of vested restricted stock unit award shares"

vest financial

"The restricted stock units vest on the earlier of (i) the one-year anniversary of the date of grant"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

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

What insider transaction did Skillsoft (SKIL) director Peter Schmitt report?

Peter Schmitt reported a routine equity compensation event. 12,430 restricted stock units vested and were converted into 12,430 shares of phantom stock tied to Skillsoft Class A common shares, with no open-market buying or selling involved.

How many Skillsoft (SKIL) units were involved in Peter Schmitt’s Form 4 filing?

The filing shows 12,430 restricted stock units vesting and an equal 12,430 phantom stock units created. In total, 24,860 derivative units were involved across both entries, all linked one-for-one to Skillsoft Class A Common Stock.

Did Peter Schmitt buy or sell Skillsoft (SKIL) shares in the market?

No open-market trades occurred. The Form 4 only shows exercises or conversions of equity awards, where vested restricted stock units were converted into phantom stock. There were no reported market purchases or sales of Skillsoft Class A Common Stock.

What is the exercise price of the Skillsoft (SKIL) equity awards in this Form 4?

Both the restricted stock units and phantom stock transactions list a conversion or exercise price of $0.0000 per unit. This reflects compensation awards rather than market transactions, with each unit representing a right to one Skillsoft Class A share.

What are phantom stock units in the Skillsoft (SKIL) director’s Form 4?

Each phantom stock unit represents a contingent right to receive one share of Skillsoft Class A Common Stock. In this filing, they resulted from deferring settlement of vested restricted stock units into an equal number of phantom stock units instead of taking immediate shares.

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

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Accepted by SEC EDGAR 06/26/2026 - 06:24 PM EDT 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^*

Schmitt Peter

(Last) (First) (Middle)

C/O SKILLSOFT CORP.

300 INNOVATIVE WAY, SUITE 2210

(Street)

NASHUA NEW HAMPSHIRE 03062

(City) (State) (Zip)

UNITED STATES

(Country)

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

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)
06/25/2026

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

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	(1)	06/25/2026		M			12,430	(2)	(2)	Class A Common Stock	12,430	$0	0	D
Phantom Stock	(3)	06/25/2026		M		12,430		(3)	(3)	Class A Common Stock	12,430	$0	12,430	D

Explanation of Responses:

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

2. The restricted stock units vest on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the Issuer's next annual meeting of stockholders following the date of grant, subject to the Reporting Person's continued service.

3. Each share of phantom stock represents a contingent right to receive one share of Class A Common Stock of the Issuer and resulted from the deferral of vested restricted stock unit award shares. The Reporting Person elected to defer the settlement of the vested restricted stock units on the scheduled vesting date such that the restricted stock units were converted into an equal number of shares of phantom stock.

	/s/ Scott Semel, as attorney-in-fact for Peter Schmitt	06/26/2026
	** 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)