Skillsoft director converts RSUs into phantom stock units

Skillsoft Corp. director Helena Foulkes reported a compensation-related equity transaction.

Rhea-AI Filing Summary

Skillsoft Corp. director Helena Foulkes reported a compensation-related equity transaction. She exercised 12,430 restricted stock units into an equal number of phantom stock units tied to Class A Common Stock. The RSUs vest based on service, and the settlement was deferred so no open-market buy or sell occurred.

Insights

Equity compensation analyst

Routine RSU vesting converted into deferred phantom stock, with no share sale.

Director Helena Foulkes exercised derivative awards covering 12,430 restricted stock units and 12,430 phantom stock units, all linked to Class A Common Stock. These awards represent contingent rights to receive shares rather than immediate stock ownership.

The filing explains that each restricted stock unit and each phantom stock unit corresponds to one share of Class A Common Stock. The RSUs vest on the earlier of the one-year grant anniversary or the next annual shareholder meeting, subject to continued service, indicating a standard director compensation structure.

The reporting person elected to defer settlement of vested RSUs, converting them into phantom stock instead of receiving shares now. With no open-market purchases or sales and no remaining derivative positions listed, this looks like routine equity compensation management rather than a directional bet on the stock.

Insider Trade Summary

24,860 shares exercised/converted

Exercise 2 txns

Insider Foulkes Helena

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 exercised: 12,430 units Phantom stock units: 12,430 units Total derivative exercises: 24,860 units +1 more

4 metrics

RSUs exercised 12,430 units Restricted Stock Units converted on 2026-06-25

Phantom stock units 12,430 units Phantom Stock position following conversion on 2026-06-25

Total derivative exercises 24,860 units Aggregate derivative shares exercised across two transactions

Exercise price $0.00 per unit Conversion or exercise price for RSUs and phantom stock

Key Terms

Phantom Stock, Restricted Stock Units, contingent right, vest

4 terms

Phantom Stock financial

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

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 of the Issuer"

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"

vest financial

"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"

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 Helena Foulkes report?

Helena Foulkes reported exercising derivative awards linked to 12,430 restricted stock units and converting them into an equal number of phantom stock units. These instruments each represent a contingent right to receive one share of Skillsoft Class A Common Stock, with no open-market trade involved.

Did Helena Foulkes buy or sell Skillsoft (SKIL) shares in this Form 4?

No, the Form 4 shows no open-market buying or selling of Skillsoft shares. Instead, Foulkes exercised restricted stock units and elected to defer settlement, converting the vested RSUs into phantom stock units tied to Class A Common Stock as part of equity compensation.

How many Skillsoft (SKIL) units were involved in Helena Foulkes’ equity awards?

The filing shows derivative exercises covering 12,430 restricted stock units and 12,430 phantom stock units, each tied to Skillsoft Class A Common Stock. Each unit represents a contingent right to receive one share rather than immediate stock settlement or cash proceeds at this time.

What are the vesting terms of Helena Foulkes’ Skillsoft (SKIL) restricted stock units?

The restricted stock units vest on the earlier of the one-year anniversary of the grant date or the next Skillsoft annual stockholders’ meeting. Vesting is conditioned on Helena Foulkes’ continued service as a director, reflecting typical board equity compensation practices disclosed in the filing.

What does phantom stock mean in the Skillsoft (SKIL) Form 4 for Helena Foulkes?

Each phantom stock unit represents a contingent right to receive one Skillsoft Class A Common share. These units resulted from Foulkes electing to defer settlement of vested restricted stock units, converting them on the vesting date into an equal number of phantom stock units instead of taking immediate share delivery.

Was this Skillsoft (SKIL) insider transaction part of routine compensation?

Yes, the Form 4 describes routine equity compensation activity. Restricted stock units vest based on service and can be deferred into phantom stock units. The transaction reflects exercise and deferral choices on director equity awards, without any disclosed open-market purchases or sales of Skillsoft shares.

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

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

Foulkes Helena

(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 Helena Foulkes	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)