HMH (HMH) Dwight Rettig Receives 10,927-Share Award

What Happened
Dwight W. Rettig, HMH Holding Inc.'s Chief Administrative Officer and General Counsel, had 10,927 performance-based restricted stock units (RSUs) become earned on Sept. 3, 2026 (treated as an award). The RSUs are valued at $19.26 each (total $210,454). To satisfy tax withholding obligations, 4,300 shares were withheld (disposed) at the same $19.26 price, representing $82,818, resulting in a net receipt of 6,627 shares (approx. $127,636).

Key Details

• Transaction dates and values:
  • 2026-09-03: Award/acquisition (A) of 10,927 RSUs @ $19.26 = $210,454.
  • 2026-09-03: Tax withholding/settlement (F) of 4,300 shares @ $19.26 = $82,818.
• Net shares delivered to the insider: 6,627 shares (approx. $127,636 at $19.26).
• Footnotes:
  • F1: RSUs were originally granted April 2, 2026 as performance-based awards tied to EBITDA growth over Sept. 1, 2023–Aug. 31, 2026; the Compensation Committee certified performance on Sept. 3, 2026, making the granted RSUs earnable/vested at target.
  • F2: The 4,300 withheld shares represent net settlement to satisfy tax withholding; the net settlement was approved under Rule 16b-3.
• Filing timeliness: Report covers 2026-09-03 and was filed 2026-09-04 per the accession — no late-filing flag indicated.

Context
This was a vesting/award event (not an open-market purchase or discretionary sale). The withheld shares reflect routine tax withholding/cashless net settlement and should not be read as a separate sale decision. For retail investors, awards indicate compensation tied to company performance; purchases convey personal cash commitment, whereas awards and withholding are primarily administrative.