HMH (HMH) CCO Roy Dyrseth Receives Award

What Happened

• Roy A. Dyrseth, Chief Commercial Officer of HMH Holding Inc. (HMH), had 10,927 performance-based restricted stock units (RSUs) become earned/vested on Sept. 3, 2026. The filing values the award at $19.26 per share (total $210,454).
• To satisfy tax withholding, 5,180 shares were withheld (disposed) at the same $19.26 per-share value (withholding value $99,767), resulting in a net issuance of 5,747 shares to Dyrseth.
• This was not an open-market purchase or sale but the vesting/settlement of performance RSUs (transaction codes: A = award/acquisition; F = tax withholding).

Key Details

• Transaction date: 2026-09-03; SEC Form 4 filed 2026-09-04 (timely).
• Award: 10,927 performance-based RSUs @ $19.26 = $210,454 (acquired).
• Withholding: 5,180 shares withheld @ $19.26 = $99,767 (disposed to cover taxes).
• Net shares received: 5,747.
• Shares owned after transaction: Not specified in the filing.
• Footnotes: The RSUs were originally granted on April 2, 2026 and were performance-based over the period 9/1/2023–8/31/2026. The Compensation Committee certified achievement of the performance condition (noted as “50%” in the filing language), resulting in the RSUs becoming earned at the target amount. The net-share settlement for tax withholding was approved by the board under Rule 16b-3.
• Filing timeliness: Reported the next day (appears timely).

Context

• This is a vesting/award event, not a market purchase or deliberate sale; withholding to cover taxes is a common administrative step and does not necessarily indicate insider sentiment.
• For retail investors, awards like these reflect compensation tied to performance metrics (here, EBITDA growth vs. peers) rather than direct insider buying or selling in the open market.