SEC Form 4 · accession 0001628280-26-060777
HMH Holding Inc · HMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W. McGee
Officer — Chief Financial Officer
Period of report
Sep 3, 2026
Accepted (ET)
Sep 4, 2026 · 5:54 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002021880
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Sep 3, 2026 | A | 10,927 | $19.26 | A | 159,295 | D | |
| Class A Common StockF2 | Sep 3, 2026 | F | 4,300 | $19.26 | D | 154,995 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2Represents 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.