Dyrseth Roy A. 4

What Happened
Roy A. Dyrseth, Chief Commercial Officer of HMH Holding Inc. (HMH), was granted 12,468 restricted stock units (RSUs) under the company's 2026 Long-Term Incentive Plan on May 5, 2026. The grant was recorded at $0.00 per unit (an equity award, not a cash purchase); each RSU represents a contingent right to one share of HMH Class A common stock. This award was a "true-up" to correct an administrative shortfall from the April 2, 2026 awards.

Key Details

• Transaction date: May 5, 2026; Form 4 filed May 7, 2026 (appears timely).
• Grant: 12,468 RSUs; reported acquisition price $0.00 (award).
• Vesting: 9,659 RSUs vested immediately upon grant; 624 RSUs vest on Sept 1, 2026; 874 RSUs vest in two equal installments (437 on Sept 1, 2026 and 437 on Sept 1, 2027); 1,311 RSUs vest in three equal installments (437 on Sept 1, 2026, 437 on Sept 1, 2027 and 437 on Sept 1, 2028).
• Footnote context: Grant made to align April 2, 2026 awards with Board-approved amounts due to an administrative error.
• Shares owned after transaction: Not specified in the provided filing.

Context
RSU grants are compensation-based awards and do not involve an open-market purchase or sale; the immediately vested portion (9,659 RSUs) gives the insider an immediate claim to shares once the issuer delivers them per plan terms. Such awards are routine for executive compensation and correct prior award miscounts; they should be viewed as a compensation adjustment rather than a direct signal of buying or selling intent.