CHAUVIERE E CHARLS 4

What Happened Chauviere E. Charls, Chief Operations Officer of HMH Holding Inc., was granted 17,682 restricted stock units (RSUs) under the HMH 2026 Long‑Term Incentive Plan on May 5, 2026. The award is reported as an acquisition at $0 (standard for RSU grants). This grant was issued as a true‑up to correct an administrative shortfall from an April 2, 2026 award approval.

Key Details

• Transaction date and type: May 5, 2026 — Award/Grant of 17,682 RSUs (Form 4 code A). Reported acquisition price: $0.
• Vesting breakdown (per filing): 14,873 RSUs vested immediately; 624 RSUs vest on Sept 1, 2026; 874 RSUs vest in two equal annual installments on Sept 1, 2026 and Sept 1, 2027; 1,311 RSUs vest in three equal annual installments on Sept 1, 2026, Sept 1, 2027 and Sept 1, 2028.
• Each RSU represents a contingent right to one share of HMH Class A common stock upon settlement.
• Reason: Described as a “true‑up” to align previously granted RSUs with amounts approved by the board (administrative error on April 2, 2026).
• Shares owned after transaction: not specified in the provided filing.
• Filing: Form 4 filed May 7, 2026 for the May 5, 2026 grant — appears timely under Form 4 reporting rules.

Context RSU awards are grants that typically convert into company shares upon vesting/settlement and are different from open‑market purchases or sales. Immediate vesting of a portion means those RSUs are no longer subject to future service‑based vesting conditions; other portions remain subject to future vesting dates. Awards like this are generally compensation, not direct market bets by the insider.