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Skillsoft (SKIL) director converts 24,860 RSU and phantom stock units into stock rights

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Skillsoft Corp. director Karen G. Mills reported routine equity compensation activity involving restricted stock units and phantom stock. On June 25, 2026, she exercised derivative awards covering 24,860 shares of Class A Common Stock in total, with an exercise price of $0.00 per share.

The filing shows 12,430 restricted stock units converting into an equal number of shares of Class A Common Stock, and a related deferral where vested restricted stock units were converted into 12,430 shares of phantom stock. Each restricted stock unit and each phantom stock share represents a contingent right to receive one share of Class A Common Stock, reflecting compensation and deferral elections rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider MILLS KAREN G
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 12,430 $0.00 --
Exercise Phantom Stock 12,430 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Phantom Stock — 12,430 shares (Direct, null)
Footnotes (1)
  1. 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 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. 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.
Total derivative shares exercised 24,860 shares Aggregate derivative exercises on June 25, 2026
RSUs exercised 12,430 shares Restricted Stock Units converting into Class A Common Stock
Phantom stock units 12,430 shares Phantom stock representing deferred RSU awards
Exercise price $0.00 per share Conversion of derivative securities into stock rights
Phantom stock after transaction 12,430 shares Total phantom stock shown following the transaction
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
"The restricted stock units vest on the earlier of the one-year anniversary of the date of grant"
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
"Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock"
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion with transaction code M"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
MILLS KAREN G
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/25/2026M12,430 (2) (2)Class A Common Stock12,430$00D
Phantom Stock(3)06/25/2026M12,430 (3) (3)Class A Common Stock12,430$012,430D
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 Karen Gordon Mills06/26/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Skillsoft (SKIL) director Karen G. Mills report?

Karen G. Mills reported exercising derivative awards tied to 24,860 shares of Class A Common Stock. The activity involved restricted stock units and phantom stock, reflecting compensation and deferral elections rather than any open-market purchase or sale of Skillsoft shares.

How many Skillsoft (SKIL) shares were involved in Karen G. Mills’ Form 4 filing?

The Form 4 shows derivative exercises covering 24,860 shares of Skillsoft Class A Common Stock. These are split between 12,430 restricted stock units and 12,430 phantom stock units, each representing a contingent right to receive one share of the company’s Class A Common Stock.

Were Karen G. Mills’ Skillsoft (SKIL) transactions open‑market buys or sells?

The reported transactions were not open‑market buys or sells. They were coded as derivative exercises (code M), converting restricted stock units and related phantom stock into rights to Class A Common Stock at an exercise price of $0.00 per share as part of compensation.

What are restricted stock units and phantom stock in the Skillsoft (SKIL) filing?

Each restricted stock unit represents a contingent right to receive one Skillsoft Class A share. Each phantom stock share is also a contingent right, created when vested restricted stock units were deferred and converted into an equal number of phantom stock units under the director’s election.

How many shares did Karen G. Mills hold after the phantom stock transaction at Skillsoft (SKIL)?

Following the phantom stock transaction, the filing shows 12,430 phantom stock shares outstanding in that line. These represent contingent rights to receive an equal number of Skillsoft Class A Common Stock shares, reflecting deferred settlement of vested restricted stock unit awards.