Skillsoft CFO receives RSUs and reports small share sale; holdings updated

Rhea-AI Filing Summary

John W. Frederick, Skillsoft Corp. Chief Financial Officer, reported insider transactions on 09/01/2025 showing both acquisitions and a disposition in the company's Class A common stock. He received 10,000 restricted stock units (RSUs) that vest in four equal annual installments beginning 09/01/2025, each RSU converting to one share when vested. Concurrently, 2,935 shares were sold at $15.37, and 10,000 shares were recorded as newly acquired (code M) resulting in 14,103 shares beneficially owned following the reported non-derivative transactions and 30,000 shares underlying derivative awards after the transactions.

Positive

• 10,000 RSUs granted promote long‑term alignment through four‑year vesting
• Clear disclosure of transactions and ownership totals enables investor transparency

Negative

• 2,935 shares sold at $15.37 reduced direct holdings from 17,038 to 14,103 shares
• RSU vesting will create future share dilution as up to 10,000 shares convert upon vesting

Insights

Financial Analyst

TL;DR: Insider received time‑based RSUs while selling a small portion of stock; net position remains meaningful.

The filing shows the CFO was granted 10,000 RSUs that vest over four years, aligning compensation with continued employment and future share delivery. A sale of 2,935 shares at $15.37 modestly reduces immediate stock exposure but does not materially change long‑term alignment given the 30,000 shares underlying derivative holdings and 14,103 shares held outright after transactions. For investors this is a routine insider compensation/liquidity event rather than a signal of company performance.

Corporate Governance Expert

TL;DR: Compensation and withholding actions are standard; vesting schedule indicates retention focus.

The use of RSUs with four equal annual vesting installments beginning 09/01/2025 indicates a retention‑oriented design for the CFO's compensation. The filing notes share withholding to satisfy tax obligations related to vesting and a small open‑market sale. Documentation appears complete: transaction codes, amounts, prices, and ownership totals are provided, enabling stakeholders to assess potential dilution timing from RSU vesting.

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^*

Frederick John W.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		10,000	A	$0	17,038	D
Class A Common Stock	09/01/2025		F		2,935(1)	D	$15.37	14,103	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)	09/01/2025		M			10,000	(3)	(3)	Class A Common Stock	10,000	$0	30,000	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 four equal annual installments beginning September 1, 2025, subject to the Reporting Person remaining continuously employed through each vest date.

	/s/ John W. Frederick	09/03/2025
	** 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 transactions did Skillsoft (SKIL) insider John W. Frederick report?

The CFO reported acquisition of 10,000 restricted stock units (RSUs) and a disposition of 2,935 shares sold at $15.37 on 09/01/2025.

How many shares does John W. Frederick beneficially own after these transactions?

After the reported transactions he beneficially owned 14,103 shares of Class A common stock and had 30,000 shares underlying derivative awards.

What is the vesting schedule for the RSUs granted to the CFO?

The 10,000 RSUs vest in four equal annual installments beginning on 09/01/2025, subject to continued employment.

Were any shares withheld to satisfy tax obligations?

Yes. The filing indicates some shares were withheld by the issuer to satisfy tax withholding obligations upon vesting.

What do the transaction codes mean in this Form 4?

Code M reflects the grant of RSUs, and code F reflects a sale or disposition executed; both codes are disclosed with amounts and prices where applicable.