Dyrseth Roy A. 4
4 · HMH Holding Inc · Filed Jun 23, 2026
Research Summary
AI-generated summary of this filing
HMH CCO Roy Dyrseth Sells Shares via Tax Withholding
What Happened
Roy Dyrseth, Chief Commercial Officer of HMH Holding Inc. (HMH), had 26,713 shares of Class A common stock withheld on May 18, 2026 to satisfy tax-withholding obligations related to vested restricted stock units — a net settlement that resulted in a disposal of those shares for proceeds equal to the withholding value ($19.28 per share, $515,027 total). On June 19, 2026 he was also granted 18,757 restricted stock units (RSUs) under HMH’s 2026 Long-Term Incentive Plan; each RSU represents a contingent right to one share and carries no immediate cash cost.
Key Details
- Transactions:
- 2026-05-18: 26,713 shares withheld/disposed at $19.28 each — $515,027 (transaction code F: tax withholding/net settlement)
- 2026-06-19: 18,757 RSUs granted (transaction code A: award/grant); reported acquisition value $0 (contingent units)
- RSU vesting schedule (footnote): RSUs vest in three equal installments on 2027-09-19, 2028-06-19 and 2029-06-19.
- Shares owned after the transactions: Not specified in the provided Form 4.
- Filing date: Form 4 filed 2026-06-23. The May 18 withholding transaction was reported more than two business days after the transaction date (i.e., a late filing).
Context
The May 18 action was a company-approved net share settlement to cover taxes on vesting RSUs (common routine for executives) rather than an open-market sale. The June 19 entry is a standard RSU grant that vests over time; these awards do not represent immediate market purchases. The late filing (filed June 23 for a May 18 transaction) is disclosed — timeliness of reporting is relevant for investors tracking insider activity.
Insider Transaction Report
- Tax Payment
Class A Common Stock
[F1]2026-05-18$19.28/sh−26,713$515,027→ 54,031 total - Award
Class A Common Stock
[F2]2026-06-19+18,757→ 72,788 total
Footnotes (2)
- [F1]Represents shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of HMH Holding Inc. (the "Issuer") withheld to satisfy tax withholding obligations upon the vesting of restricted stock units. This net settlement was approved by the board of directors of the Issuer pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- [F2]Represents restricted stock units granted to the reporting person under the HMH Holding Inc. 2026 Long-Term Incentive Plan on June 19, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units vest in three equal installments on September 19, 2027, June 19, 2028 and June 19, 2029.