CHAUVIERE E CHARLS 4

What Happened
Chauviere E. Charls, Chief Operations Officer of HMH Holding Inc. (HMH), received a grant of 85,478 restricted stock units (RSUs) on April 2, 2026 under the company's 2026 Long‑Term Incentive Plan (transaction code A). The Form 4 reports the RSUs were granted at $0.00 (award/grant). The award includes 71,897 RSUs that vested immediately; the remainder vest over one to three years per the schedule below.

Key Details

• Transaction date: April 2, 2026 (filed April 6, 2026). Transaction coded as A = award/grant. Filing appears timely under Form 4 rules.
• Grant amount and vesting breakdown: 85,478 RSUs total; 71,897 immediately vested, 3,018 vest on Sept 1, 2026, 4,225 vest in two equal annual installments on Sept 1, 2026 and Sept 1, 2027, and 6,338 vest in three equal annual installments on Sept 1, 2026, Sept 1, 2027 and Sept 1, 2028. (Footnote F1)
• Acquisition price: reported as $0.00 (typical for RSU grants). The filing does not state a cash value or the reporting person's shares owned following the transaction.
• No 10b5‑1, tax‑withholding sale, or late‑filing indication noted in the provided filing.

Context
RSUs are a form of compensation giving the holder a contingent right to receive shares (here, one share per RSU) upon vesting; they are not an open‑market purchase or sale. Immediate vesting of a large portion (71,897 RSUs) means those units became payable/convertible to shares subject to any company delivery or withholding rules, while the remainder vests over specified future dates. This transaction reflects executive compensation rather than an investment purchase or divestiture.