Dyrseth Roy A. 4

What Happened Roy A. Dyrseth, Chief Commercial Officer of HMH Holding Inc. (HMH), acquired 8,000 shares in an open-market purchase at $20.00 per share on April 2, 2026 (total $160,000). On the same date he was granted 60,276 restricted stock units (RSUs) under the HMH 2026 Long‑Term Incentive Plan; the RSUs are awarded at $0.00 (no cash paid) and convert to shares when they vest.

Key Details

• Transactions: April 2, 2026
  • Open‑market purchase (P): 8,000 shares @ $20.00 = $160,000.
  • Award/grant (A): 60,276 RSUs @ $0.00 (contingent right to one share each).
• Vesting (footnote F1): RSU breakdown — 46,695 vested immediately, 3,018 vest on Sept 1, 2026; 4,225 vest in two equal installments on Sept 1, 2026 and Sept 1, 2027; 6,338 vest in three equal annual installments on Sept 1, 2026, Sept 1, 2027 and Sept 1, 2028.
• Purchase source (footnote F2): the 8,000 shares were bought through the directed share program tied to HMH's IPO.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Timeliness: Form 4 filed Apr 6, 2026 for Apr 2 transactions — filed within the standard two business‑day window (timely).

Context

• RSUs are a grant that convert to company shares upon vesting; many of these RSUs vested immediately, providing immediate ownership for a substantial portion of the award.
• The open‑market purchase represents a direct buy by the officer (~$160k) and is often viewed as a more informative insider action than routine grants, though it does not by itself indicate a change in company prospects.
• No option exercises, sales, gifts, or tax‑withholding dispositions are reported in this filing excerpt.