Skillsoft (SKIL) interim CLO nets 7,842 shares after RSU vesting

Rhea-AI Filing Summary

Skillsoft Corp. insider Scott Semel, Interim CLO & General Counsel, reported equity compensation activity. On February 1, 2026, 4,000 restricted stock units were exercised into Class A Common Stock at $0 per share. To cover tax withholding on the vesting, 1,386 shares were withheld at $9.05 per share. After these transactions, Semel directly held 7,842 shares of Class A Common Stock and 12,000 restricted stock units that remain outstanding.

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^*

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)
02/01/2026

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	02/01/2026		M		4,000	A	$0	9,228	D
Class A Common Stock	02/01/2026		F		1,386(1)	D	$9.05	7,842	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)	02/01/2026		M			4,000	(3)	(3)	Class A Common Stock	4,000	$0	12,000	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	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 transaction did Skillsoft (SKIL) report for Scott Semel?

Skillsoft reported that officer Scott Semel exercised 4,000 restricted stock units into Class A Common Stock. The transaction was recorded at a $0 exercise price, reflecting equity compensation vesting rather than an open-market stock purchase.

How many Skillsoft (SKIL) shares were withheld for taxes in this Form 4?

Skillsoft withheld 1,386 shares of Class A Common Stock to satisfy tax obligations. These shares were withheld upon vesting of the restricted stock units at a reference price of $9.05 per share, according to the filing footnote.

How many Skillsoft (SKIL) shares does Scott Semel hold after this transaction?

After the reported transactions, Scott Semel directly held 7,842 shares of Skillsoft Class A Common Stock. This reflects the net position after exercising 4,000 restricted stock units and withholding 1,386 shares for tax purposes.

How many restricted stock units does Scott Semel still hold at Skillsoft (SKIL)?

Following the transaction, Scott Semel beneficially owned 12,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Skillsoft Class A Common Stock, subject to the vesting schedule and continued employment conditions.

What is the vesting schedule for Scott Semel’s Skillsoft (SKIL) restricted stock units?

The restricted stock units vest in six equal monthly installments beginning December 1, 2025. Vesting is conditioned on Semel remaining continuously employed through each monthly vesting date, as described in the filing’s explanatory footnotes.

What role does Scott Semel hold at Skillsoft (SKIL) in this Form 4 filing?

Scott Semel is identified as Skillsoft’s Interim CLO & General Counsel. The Form 4 indicates he is an officer of the company, with the reported transactions reflecting changes in his beneficial ownership of company equity awards and common shares.