RETTIG DWIGHT W 4

What Happened

• Dwight W. Rettig, Chief Administrative Officer, General Counsel and Corporate Secretary of HMH Holding Inc., was granted 20,135 restricted stock units (RSUs) on May 5, 2026 (transaction code A). The award was granted at $0.00 (a compensation grant, not a purchase) and represents a contingent right to receive one share of Class A common stock per RSU. The grant was issued as a true‑up to correct an administrative shortfall from the April 2, 2026 awards.

Key Details

• Transaction date: May 5, 2026; reported on Form 4 filed May 7, 2026 (timely filing).
• Consideration: $0.00 — RSU award (no cash purchase).
• Vesting (per footnote): 17,326 RSUs vested immediately upon grant; 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, 2027 and 2028.
• Purpose: Described as a "true‑up" to align the number of RSUs with amounts previously approved by the Board due to an administrative error on April 2, 2026.
• Shares owned after transaction: Not specified in the provided filing summary.

Context

• RSUs are a form of equity compensation; vested RSUs typically convert to actual shares (or cash equivalent) according to company settlement rules, so the 17,326 immediately vested units represent an immediate compensation benefit. This filing reports a compensation grant (not an open‑market purchase or sale) and does not by itself indicate insider buying or selling intent.