RETTIG DWIGHT W 4

4 · HMH Holding Inc · Filed Jun 23, 2026

AI-generated summary of this filing

Updated Jun 23, 2026

HMH Dwight Rettig Receives 24,116 RSUs; 39,779 Shares Withheld

What Happened

Dwight W. Rettig, Chief Administrative Officer and General Counsel of HMH Holding Inc. (HMH), received a grant of 24,116 restricted stock units (RSUs) on June 19, 2026, and on May 18, 2026 had 39,779 shares of Class A common stock withheld to satisfy tax withholding obligations upon RSU vesting. The withheld shares were valued at $19.28 each, totaling $766,939. The RSUs are contingent rights to receive shares and carry no immediate cash value.

Key Details

Transactions:
- May 18, 2026 — 39,779 shares withheld for tax withholding at $19.28/share (Disposition; net settlement) — $766,939 total.
- June 19, 2026 — 24,116 RSUs granted (acquisition at $0.00 per RSU).
Vesting: The 24,116 RSUs vest in three equal installments on Sept 19, 2027; June 19, 2028; and June 19, 2029 (per filing footnote).
Shares owned after transaction: Not specified in the provided filing.
Filing timeliness: The May 18, 2026 withholding appears to have been reported late (filing dated June 23, 2026). The June 19 RSU grant was reported on June 23, 2026 (within the typical two-business-day window).

Context

The May 18 disposition was a net settlement to cover tax withholding upon vesting of RSUs (routine, not an open-market sale), per the filing. The June 19 entry is a grant of RSUs (an award), which are contingent and vest over time — not an immediate purchase or sale. These transactions are common for executive compensation and do not by themselves indicate intent to buy or sell additional shares.

Form 4

Period: 2026-05-18

Chf Admn Officer, GC, Corp Sec

Transactions

Tax Payment
Class A Common Stock
[F1]
2026-05-18$19.28/sh−39,779$766,939→ 77,694 total
Award
Class A Common Stock
[F2]
2026-06-19+24,116→ 101,810 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.

Signature

/s/ Dwight W. Rettig|2026-06-23

1 file