RETTIG DWIGHT W 4

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.