Mercury HoldCo AS 4
4 · HMH Holding Inc · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
HMH (HMH) 10% Owner Akastor ASA Sells 2×1,050,000 Shares
What Happened
- Akastor ASA (the reported 10% owner, through its subsidiaries) completed a set of pre-IPO corporate-reorganization transactions on April 2, 2026. As part of the arrangement, Akastor disposed of two blocks of 1,050,000 B.V. voting shares at $9.40 per share (two disposals of $9,870,000 each; $19,740,000 total). Simultaneously, Akastor’s subsidiaries received two issuances of 8,144,374 shares of the Issuer’s Class B common stock (recorded as acquisitions at $0 in the Form 4 because they were received in the reorganization/exchange), for a total of 16,288,748 Issuer Class B shares.
- Several other entries in the filing reflect recapitalization and conversion steps (voting B.V. shares converted to non‑voting B.V. shares and related derivative exchange rights). These derivative entries are non‑cash reorganizational adjustments rather than open‑market trades.
Key Details
- Transaction date: April 2, 2026. Price for the cash proceeds: $9.40 per share on the two 1,050,000 disposals (total cash received $19,740,000).
- Shares received: Two acquisitions of 8,144,374 Issuer Class B shares (total 16,288,748 Issuer Class B shares) recorded as part of the reorganization.
- Derivative/zero-dollar entries: Multiple $0 entries reflect recapitalization (conversion of voting B.V. shares to non‑voting B.V. shares) and exchangeable rights; these are organizational/derivative adjustments, not cash market purchases.
- Footnotes: The filing explains a stock split, recapitalization, sale of the 1,050,000 voting shares to the Issuer for cash, and issuance of Class B common stock in exchange for relinquishing voting rights. Akastor holds indirect pecuniary interests through several subsidiaries and may be deemed to share beneficial ownership.
- Exchange rights: Under an Exchange Agreement, Akastor can exchange one Issuer Class B share plus corresponding non‑voting B.V. shares for cash or Class A common stock on a one‑for‑one basis after the IPO lock-up ends (currently Sept 27, 2026); these rights do not expire.
- Filing timeliness: Transaction and report date are the same (Apr 2, 2026), so this appears timely. Transaction code used: J (other acquisition/disposition).
Context
- This filing documents institutional recapitalization and a synthetic secondary tied to the company going public — not a routine open‑market trade by an individual executive. The cash receipts (the two 1,050,000‑share disposals) reflect coordinated pre-IPO transactions, while the $0 acquisitions and derivative entries reflect stock conversions and exchange rights.
- For retail investors: these are corporate reorganization moves by a major shareholder and related entities. They change the form of Akastor’s holdings (voting vs. non‑voting and Issuer Class B shares) and create exchangeable rights, but do not necessarily signal typical insider buying or selling based on company outlook.
Insider Transaction Report
Form 4
Akastor ASA
10% Owner
Transactions
- Other
Class B common stock
[F1][F2][F3][F5][F4][F6]2026-04-02+8,144,374→ 8,144,374 total(indirect: Mercury HoldCo Inc. See footnotes) - Other
Class B common stock
[F1][F2][F3][F5][F4][F6]2026-04-02+8,144,374→ 16,288,748 total(indirect: Akastor AS See footnotes) - Other
B.V. Voting Class A Shares
[F1][F2][F3][F5][F4][F6]2026-04-02$9.40/sh−1,050,000$9,870,000→ 16,288,748 total(indirect: Mercury HoldCo Inc.)→ Class A common stock (1,050,000 underlying) - Other
B.V. Voting Class B Shares
[F1][F2][F3][F5][F4][F6]2026-04-02$9.40/sh−1,050,000$9,870,000→ 16,288,748 total(indirect: Akastor AS)→ Class A common stock (1,050,000 underlying) - Other
B.V. Voting Class A Shares
[F1][F2][F3][F5][F4][F6]2026-04-02−16,288,748→ 0 total(indirect: Mercury HoldCo Inc.)→ Class A common stock (16,288,748 underlying) - Other
B.V. Voting Class B Shares
[F1][F2][F3][F5][F4][F6]2026-04-02−16,288,748→ 0 total(indirect: Akastor AS)→ Class A common stock (16,288,748 underlying) - Other
B.V. Non-Voting Class A Shares
[F1][F2][F3][F5][F4][F6]2026-04-02+16,288,748→ 16,288,748 total(indirect: Mercury HoldCo Inc.)From: 2026-09-27→ Class A common stock (16,288,748 underlying) - Other
B.V. Non-Voting Class B Shares
[F1][F2][F3][F5][F4][F6]2026-04-02+16,288,748→ 16,288,748 total(indirect: Akastor AS)From: 2026-09-27→ Class A common stock (16,288,748 underlying)
Footnotes (6)
- [F1]Prior to the initial public offering ("IPO") of HMH Holding Inc. (the "Issuer"), (a) Akastor AS, a direct wholly owned subsidiary of Akastor ASA, held 50 Class B ordinary shares (the "B.V. Voting Class B Shares") of HMH Holding B.V. ("HMH B.V.") and (b) Mercury HoldCo Inc., an indirect wholly owned subsidiary of Akastor ASA (with Mercury HoldCo AS as an intermediary subsidiary between Akastor ASA and Mercury HoldCo Inc.) held 50 Class A ordinary shares (the "B.V. Voting Class A Shares") of HMH B.V. In this filing, Akastor ASA, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc. are collectively referred to as "Akastor". (cont'd in fn 2)
- [F2](cont'd from fn 1) In connection with the corporate reorganization and Akastor's participation in the synthetic secondary as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-281497), the following transactions have occurred: first, HMH B.V., the predecessor entity to the Issuer, underwent a 346,774.96 for 1 stock split, after which Akastor held 17,338,748 B.V. Voting Class B Shares (through Akastor AS) and 17,338,748 B.V. Voting Class A Shares (through Mercury HoldCo Inc.); second, HMH B.V. recapitalized to convert (i) 16,288,748 of Mercury HoldCo Inc.'s B.V. Voting Class A Shares to non-voting Class A ordinary shares (the "B.V. Non-Voting Class A Shares") and (ii) 16,288,748 of Akastor AS's B.V. Voting Class B Shares to non-voting Class B ordinary shares (the "B.V. Non-Voting Class B Shares"); (cont'd in fn 3)
- [F3](cont'd from fn. 2) third, (i) Akastor AS sold 1,050,000 B.V. Voting Class B Shares, and Mercury HoldCo Inc. sold 1,050,000 B.V. Voting Class A Shares, in each case, to the Issuer in exchange cumulatively for $19,740,000 and (ii) each of Akastor AS and Mercury HoldCo Inc. received 8,144,374 shares of Class B common stock of the Issuer (the "Issuer Class B Shares") in exchange for relinquishing voting rights on their respective remaining 16,288,748 B.V. Voting Class B Shares (held by Akastor AS) and 16,288,748 B.V. Voting Class A Shares (held by Mercury HoldCo Inc.) that were recapitalized into 16,288,748 B.V. Non-Voting Class B Shares (held by Akastor AS) and 16,288,748 B.V. Non-Voting Class A Shares (held by Mercury HoldCo Inc.), respectively.
- [F4]Akastor ASA has an indirect pecuniary interest in the securities held by each of Akastor AS and Mercury HoldCo Inc. Mercury HoldCo AS has an indirect pecuniary interest in the securities held by Mercury HoldCo Inc. Consequently, Akastor ASA may be deemed to share beneficial ownership in the securities held directly by Akastor AS, and Akastor ASA and Mercury HoldCo AS may be deemed to share beneficial ownership in the securities held directly by Mercury HoldCo Inc. The board of directors and officers of Akastor ASA, Mercury HoldCo Inc., Akastor AS and Mercury HoldCo AS disclaim beneficial ownership with respect to such securities.
- [F5]Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Akastor has the right to exchange one Issuer Class B Share, one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share for cash or shares of the Issuer's Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments (e.g. for stock splits, stock dividends and reclassifications). These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period (i.e., September 27, 2026, unless the IPO lock-up is earlier released or waived by the underwriters of the Issuer's IPO) and do not expire.
- [F6]Karl Erik Kjelstad and Svein Oskar Stoknes are directors of the Issuer and were nominated for such roles by Akastor AS and Mercury HoldCo Inc. By virtue of their service on the Board of Directors of the Issuer, for purposes of Section 16, Akastor AS and Mercury HoldCo Inc. may be deemed to be a "director by deputization" of the Issuer.