RETTIG DWIGHT W 4

What Happened
Dwight W. Rettig, Chief Administrative Officer (also General Counsel and Corporate Secretary) of HMH Holding Inc., was granted 97,338 restricted stock units (RSUs) on April 2, 2026 under the HMH 2026 Long-Term Incentive Plan. The reported acquisition price was $0. Each RSU represents a contingent right to receive one share of Class A common stock.

Key Details

• Transaction date: April 2, 2026; Form 4 filed April 6, 2026 (timely filing).
• Transaction type/code: Award/Grant (A). Reported acquisition price: $0.
• Vesting breakdown (per footnote): 83,757 RSUs vested immediately; 3,018 RSUs vest on Sept 1, 2026; 4,225 RSUs vest in two equal annual installments on Sept 1, 2026 and Sept 1, 2027; 6,338 RSUs vest in three equal annual installments on Sept 1, 2026, Sept 1, 2027 and Sept 1, 2028.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnote: Award made under the 2026 LTIP; each RSU is a contingent right to one Class A share. No 10b5-1 plan or tax-withholding details are disclosed in the excerpt.

Context
RSUs are a form of compensation — they convey a contingent right to receive shares when they vest (settlement and any tax withholding typically occur at vesting). This grant is an executive compensation event, not an open-market purchase or sale, so it should not be interpreted as a personal cash investment by the insider.