Form 4 for HMH HMH Holding Inc

Accepted 2026-09-04 17:54:20 ET · period of report 2026-09-03 · accession 0001628280-26-060777 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
	2026-09-04 17:54	2026-09-03	HMH	McGee Thomas W.	CFO	A - Grant	$19.26	+10.9K	159.3K	+7%	+$210.5K
	2026-09-04 17:54	2026-09-03	HMH	McGee Thomas W.	CFO	F - Tax	$19.26	-4,300	155.0K	-3%	-$82.8K

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2026-09-03	A	A	10,927	$19.26	159,295	D	—	—	(F1) On April 2, 2026, the reporting person was granted 10,927 performance-based restricted stock units, each of which represented a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). The restricted stock units could be earned up to 200% of target depending on the Issuer's EBITDA growth as compared to the EBITDA growth of a set of peer companies over the three-year period from September 1, 2023 through August 31, 2026 and subject to the reporting person's continued service throughout such three-year period. On September 3, 2026, the Compensation Committee of the Board of Directors of the Issuer certified achievement of the performance condition at 50%, resulting in the restricted stock units originally granted becoming earned at 100% of the target amount granted.
2	Common	Class A Common Stock	2026-09-03	F	D	4,300	$19.26	154,995	D	—	—	(F2) Represents shares of Class A common stock, par value $0.01 per share of the Issuer withheld to satisfy tax withholding obligations upon the vesting of performance-based restricted stock units. This net settlement was approved by the board of directors of the Issuer pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.