Mercury HoldCo AS 4

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.