Dyrseth Roy A. 4

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.