CHAUVIERE E CHARLS 4

What Happened Chauviere E. Charls, Chief Operations Officer of HMH Holding Inc. (HMH), had 34,147 shares of Class A common stock withheld on May 18, 2026 to satisfy tax withholding obligations related to vested restricted stock units (net settlement), disposing of about $658,354 worth of stock at an implied $19.28 per share. On June 19, 2026 the company granted Charls 20,096 restricted stock units (RSUs) under the HMH 2026 Long‑Term Incentive Plan; these RSUs are awards (no cash paid) and represent a contingent right to receive shares in the future.

Key Details

• May 18, 2026: 34,147 shares withheld (Transaction code F) at $19.28 per share, value ≈ $658,354 — net settlement to cover tax withholding upon RSU vesting (per footnote F1). This is recorded as a disposition but is a tax-withholding action, not an open-market sale.
• June 19, 2026: 20,096 RSUs granted (Transaction code A), $0.00 per unit (award) — no cash paid (per footnote F2).
• RSU vesting schedule (footnote F2): vest in three equal installments on 9/19/2027, 6/19/2028 and 6/19/2029.
• Shares owned after the transactions: not disclosed in the provided filing excerpt.
• Timeliness: the May 18 withholding appears to be reported on the Form 4 filed 6/23/2026, which is late relative to the usual two-business-day reporting window for Form 4s; the June 19 grant was reported on 6/23/2026 within the typical reporting window.

Context

• The May 18 action was a routine net settlement/tax-withholding related to vested RSUs, not an intentional open-market sale that signals opinion on company stock.
• The June 19 entry is a grant of RSUs (an award). These units convert to shares only as they vest on the future dates noted, so they don't represent immediately tradable shares.
• For retail investors, awards and withholding events are common compensation mechanics; purchases are typically more informative about insider conviction than routine tax-withholding dispositions.