Mercury HoldCo AS 4
4 · HMH Holding Inc · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
HMH Holding (HMH) 10% Owner Akastor ASA Sells Shares
What Happened
Akastor ASA (a reported 10% owner through related entities) disposed of HMH-related securities in connection with the underwriters’ partial exercise of the IPO over‑allotment. The filing shows dispositions on April 30, 2026 that result in cash paid to Akastor-related parties of $2,773,210 and $3,673,723 (total ≈ $6,446,933.60). The transactions reflect transfers of Issuer Class B shares and non‑voting Class A/B shares in HMH B.V. (different share classes are reported separately), not open‑market sales of HMH Class A common stock.
Key Details
- Transaction date: April 30, 2026; Form 4 filed May 4, 2026. The over‑allotment closing is anticipated May 5, 2026.
- Securities moved: reported disposals of 171,461 and 342,922 share lots across related non‑public share classes (see filing footnotes for class breakdown).
- Prices reported (for the derivative/disposed lots): $8.09 and $10.71 per share for the 342,922 lots (amounts $2,773,210 and $3,673,723). Two 171,461 lots are reported at $0.00 in the filing format (see footnotes explaining the purchase structure).
- Total proceeds to Akastor‑related parties: $6,446,933.60 (Akastor’s share of net proceeds from the over‑allotment).
- Shares owned after transaction: not specified in this Form 4 for the consolidated Akastor group.
- Transaction code: "J" (other acquisition/disposition) and derivative entries — these are corporate transfers tied to the IPO over‑allotment, not routine open‑market trades.
- Notable footnotes: underwriters partially exercised the 685,844‑share over‑allotment; HMH B.V. used the net proceeds to buy specified Issuer Class B and HMH B.V. non‑voting shares from Akastor and another stockholder. Akastor retains a contractual right to exchange those Class B / B.V. non‑voting shares into Issuer Class A common stock after the IPO lock‑up (lock‑up ends Sept 27, 2026 unless released/waived).
Context
This is an institutional disposition tied to the IPO over‑allotment process (the underwriters buying additional Class A shares and the company using net proceeds to purchase other share classes from existing holders). It should be read differently than an insider selling Class A stock in the open market — Akastor sold/converted non‑voting and Class B holdings as part of the IPO financing mechanics. Akastor’s exchange rights mean they could still convert those securities into publicly traded Class A shares after the lock‑up period; the filing does not imply management trading or immediate market sentiment.
Insider Transaction Report
Form 4
Akastor ASA
10% Owner
Transactions
- Other
Class B Common Stock
[F1][F2][F3][F5][F4][F6]2026-04-30−171,461→ 16,117,287 total(indirect: Mercury HoldCo Inc. See footnotes) - Other
Class B Common Stock
[F1][F2][F3][F5][F4][F6]2026-04-30−171,461→ 15,945,826 total(indirect: Akastor AS See footnotes) - Other
B.V. Non-Voting Class A Shares
[F1][F2][F3][F5][F4][F6]2026-04-30$8.09/sh−342,922$2,773,210→ 15,945,826 total(indirect: Mercury HoldCo Inc. See footnotes)→ Class A common stock (342,922 underlying) - Other
B.V. Non-Voting Class B Shares
[F1][F2][F3][F5][F4][F6]2026-04-30$10.71/sh−342,922$3,673,723→ 15,945,826 total(indirect: Akastor AS See footnotes)→ Class A common stock (342,922 underlying)
Footnotes (6)
- [F1]On April 30, 2026, the underwriters of the initial public offering of HMH Holding Inc. (the "Issuer") partially exercised their option to purchase (the "Over Allotment") additional shares of the Issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). In connection with the Over Allotment, the underwriters will purchase 685,844 shares of Class A Common Stock, and the transaction is anticipated to close on May 5, 2026. (cont'd in fn 2)
- [F2](cont'd from fn 1) The Issuer will contribute the net proceeds from the Over Allotment, which will amount to $12,893,867.20, to HMH Holding B.V. ("HMH B.V."), and HMH B.V. will use such net proceeds to purchase in equal proportion from Akastor (as defined below) and another stockholder of HMH B.V., respectively, an aggregate number of shares of Class B common stock of the Issuer (the "Issuer Class B Shares"), non-voting Class A ordinary shares in HMH B.V. (the "B.V. Non-Voting Class A Shares") and non-voting Class B shares in HMH B.V. (the "B.V. Non-Voting Class B Shares"), respectively, equal to the number of shares of Class A Common Stock to be purchased by the underwriters pursuant to the Over Allotment. (cont'd in fn 3)
- [F3](cont'd from fn 2) With regards to Akastor, HMH B.V. will purchase the following securities for a cumulative purchase price of $6,446,933.60 to be paid to Akastor: (i) 171,461 Issuer Class B Shares and 342,922 B.V. Non-Voting Class A Shares from Mercury HoldCo Inc. in exchange for $2,773,200.59 and (ii) 171,461 Issuer Class B Shares and 342,922 B.V. Non-Voting Class B Shares from Akastor AS in exchange for $3,673,733.01.
- [F4]In this filing, Akastor ASA, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc. are collectively referred to as "Akastor". 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 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.