Moyer Philip D 4

What Happened

• Philip D. Moyer, President and Chief Executive Officer of McGraw Hill, received restricted stock unit (RSU) awards in February 2026. The filing shows a grant of 277,585 RSUs on Feb 9, 2026, and a grant of 108,381 RSUs on Feb 17, 2026. One of the Feb 17 entries reports a value of $13.84 per share for the 108,381 RSUs (total reported value $1,499,993). The other entries show $0 cash exchanged, which reflects that these are equity awards (no open‑market purchase or sale).

Key Details

• Transaction dates and values:
  • Feb 9, 2026: Grant of 277,585 RSUs (reported at $0 cash consideration).
  • Feb 17, 2026: Grant of 108,381 RSUs (reported value: $13.84 per share; total $1,499,993).
  • Feb 17, 2026: Additional reporting line for 108,381 RSUs at $0 cash consideration (see footnote).
• Vesting (from filing footnotes):
  • The 277,585 RSUs vest in three equal annual installments on Feb 9, 2027, Feb 9, 2028 and Feb 9, 2029, subject to continued employment.
  • The 108,381 RSUs vest one‑third on Feb 17, 2026, with the remaining two‑thirds vesting in equal installments on Feb 9, 2027 and Feb 9, 2028, subject to continued employment.
• Shares owned after transaction: Not specified in the provided filing summary.
• Filing timeliness: The Feb 9 grant was included in a Form 4 filed on Feb 18, 2026; that Feb 9 grant appears to have been reported after the typical 2-business‑day Form 4 deadline (the Feb 17 grant was filed within the reporting window). The filing indicates a late report for the earlier grant.

Context

• These were RSU grants (award/compensation), not purchases or sales. RSUs convert to shares only as they vest, so this does not represent an immediate market purchase or sale by the CEO.
• Awards like these are common forms of executive compensation and do not by themselves indicate the insider is buying or selling based on private information.