Asa Akastor - 30 Apr 2026 Form 4 Insider Report for HMH Holding Inc (HMH)

Reporting relationship: 10%+ Owner
Issuer ticker: HMH
Reported as of: 30 Apr 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 04 May 2026, 20:24:08 UTC
Prior SEC filing: 02 Apr 2026
Source filing: View source filing
Reporting owner signature: /s/ Karl Erik Kjelstad, as Chief Executive Officer of Akastor ASA

Key filing fact

Asa Akastor filed Form 4 for HMH Holding Inc (HMH) on 04 May 2026.

Key facts

This page summarizes Asa Akastor's Form 4 filing for HMH Holding Inc (HMH).
4 reported transactions and 8 derivative rows are listed below.
Accepted by SEC: 04 May 2026, 20:24.

Change

Previous filing in this sequence was filed on 02 Apr 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (4)

CIK 0002037057 Primary reporting owner

Akastor ASA

Relationship: 10%+ Owner
Address: OKSENOYVEIEN 10, LYSAKER, NORWAY
Signature: /s/ Karl Erik Kjelstad, as Chief Executive Officer of Akastor ASA
Signature date: 04 May 2026

CIK 0002124921

Akastor AS

Relationship: Director, Director by Deputization, 10%+ Owner
Address: OKSENOYVEIEN 10, LYSAKER, NORWAY
Signature: /s/ Oyvind Paaske, Chair of Akastor AS
Signature date: 04 May 2026

CIK 0002124920

Mercury HoldCo AS

Relationship: 10%+ Owner
Address: OKSENOYVEIEN 10, LYSAKER, NORWAY
Signature: /s/ Oyvind Paaske, Chair of Mercury HoldCo AS
Signature date: 04 May 2026

CIK 0002124922

Mercury HoldCo Inc.

Relationship: Director, Director by Deputization, 10%+ Owner
Address: 3300 NORTH SAM HOUSTON PARKWAY EAST, HOUSTON
Signature: /s/ Askel Matre, Director of Mercury HoldCo Inc.
Signature date: 04 May 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HMH transaction

Class B Common Stock

Other

Transaction value
Shares: -171,461
Change %: -1.1%
Price: $0.000000^*
Shares after: 16,117,287
Date: 30 Apr 2026
Ownership: Mercury HoldCo Inc. See footnotes
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction

Class B Common Stock

Other

Transaction value
Shares: -171,461
Change %: -1.1%
Price: $0.000000^*
Shares after: 16,117,287
Date: 30 Apr 2026
Ownership: Mercury HoldCo Inc. See footnotes
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction

Class B Common Stock

Other

Transaction value
Shares: -171,461
Change %: -1.1%
Price: $0.000000^*
Shares after: 16,117,287
Date: 30 Apr 2026
Ownership: Mercury HoldCo Inc. See footnotes
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction

Class B Common Stock

Other

Transaction value
Shares: -171,461
Change %: -1.1%
Price: $0.000000^*
Shares after: 16,117,287
Date: 30 Apr 2026
Ownership: Mercury HoldCo Inc. See footnotes
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction

Class B Common Stock

Other

Transaction value
Shares: -171,461
Change %: -1.1%
Price: $0.000000^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Akastor AS See footnotes
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction

Class B Common Stock

Other

Transaction value
Shares: -171,461
Change %: -1.1%
Price: $0.000000^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Akastor AS See footnotes
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction

Class B Common Stock

Other

Transaction value
Shares: -171,461
Change %: -1.1%
Price: $0.000000^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Akastor AS See footnotes
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction

Class B Common Stock

Other

Transaction value
Shares: -171,461
Change %: -1.1%
Price: $0.000000^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Akastor AS See footnotes
Footnotes: F1, F2, F3, F4, F5, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

HMH transaction Derivative

B.V. Non-Voting Class A Shares

Other

Transaction value
Shares: -342,922
Change %: -2.1%
Price: $8.09^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Mercury HoldCo Inc. See footnotes
Underlying class: Class A common stock
Underlying amount: 342,922
Exercise price
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction Derivative

B.V. Non-Voting Class A Shares

Other

Transaction value
Shares: -342,922
Change %: -2.1%
Price: $8.09^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Mercury HoldCo Inc. See footnotes
Underlying class: Class A common stock
Underlying amount: 342,922
Exercise price
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction Derivative

B.V. Non-Voting Class A Shares

Other

Transaction value
Shares: -342,922
Change %: -2.1%
Price: $8.09^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Mercury HoldCo Inc. See footnotes
Underlying class: Class A common stock
Underlying amount: 342,922
Exercise price
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction Derivative

B.V. Non-Voting Class A Shares

Other

Transaction value
Shares: -342,922
Change %: -2.1%
Price: $8.09^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Mercury HoldCo Inc. See footnotes
Underlying class: Class A common stock
Underlying amount: 342,922
Exercise price
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction Derivative

B.V. Non-Voting Class B Shares

Other

Transaction value
Shares: -342,922
Change %: -2.1%
Price: $10.71^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Akastor AS See footnotes
Underlying class: Class A common stock
Underlying amount: 342,922
Exercise price
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction Derivative

B.V. Non-Voting Class B Shares

Other

Transaction value
Shares: -342,922
Change %: -2.1%
Price: $10.71^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Akastor AS See footnotes
Underlying class: Class A common stock
Underlying amount: 342,922
Exercise price
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction Derivative

B.V. Non-Voting Class B Shares

Other

Transaction value
Shares: -342,922
Change %: -2.1%
Price: $10.71^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Akastor AS See footnotes
Underlying class: Class A common stock
Underlying amount: 342,922
Exercise price
Footnotes: F1, F2, F3, F4, F5, F6

HMH transaction Derivative

B.V. Non-Voting Class B Shares

Other

Transaction value
Shares: -342,922
Change %: -2.1%
Price: $10.71^*
Shares after: 15,945,826
Date: 30 Apr 2026
Ownership: Akastor AS See footnotes
Underlying class: Class A common stock
Underlying amount: 342,922
Exercise price
Footnotes: F1, F2, F3, F4, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

On April 30, 2026, the underwriters of the initial public offering of HMH Holding Inc. (the "Issuer") partially exercised their option to purchase (the "Over Allotment") additional shares of the Issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). In connection with the Over Allotment, the underwriters will purchase 685,844 shares of Class A Common Stock, and the transaction is anticipated to close on May 5, 2026. (cont'd in fn 2)

Footnote F2

(cont'd from fn 1) The Issuer will contribute the net proceeds from the Over Allotment, which will amount to $12,893,867.20, to HMH Holding B.V. ("HMH B.V."), and HMH B.V. will use such net proceeds to purchase in equal proportion from Akastor (as defined below) and another stockholder of HMH B.V., respectively, an aggregate number of shares of Class B common stock of the Issuer (the "Issuer Class B Shares"), non-voting Class A ordinary shares in HMH B.V. (the "B.V. Non-Voting Class A Shares") and non-voting Class B shares in HMH B.V. (the "B.V. Non-Voting Class B Shares"), respectively, equal to the number of shares of Class A Common Stock to be purchased by the underwriters pursuant to the Over Allotment. (cont'd in fn 3)

Footnote F3

(cont'd from fn 2) With regards to Akastor, HMH B.V. will purchase the following securities for a cumulative purchase price of $6,446,933.60 to be paid to Akastor: (i) 171,461 Issuer Class B Shares and 342,922 B.V. Non-Voting Class A Shares from Mercury HoldCo Inc. in exchange for $2,773,200.59 and (ii) 171,461 Issuer Class B Shares and 342,922 B.V. Non-Voting Class B Shares from Akastor AS in exchange for $3,673,733.01.

Footnote F4

In this filing, Akastor ASA, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc. are collectively referred to as "Akastor". Akastor ASA has an indirect pecuniary interest in the securities held by each of Akastor AS and Mercury HoldCo Inc. Mercury HoldCo AS has an indirect pecuniary interest in the securities held by Mercury HoldCo Inc. Consequently, Akastor ASA may be deemed to share beneficial ownership in the securities held directly by Akastor AS, and Akastor ASA and Mercury HoldCo AS may be deemed to share beneficial ownership in the securities held directly by Mercury HoldCo Inc. The board of directors and officers of Akastor ASA, Mercury HoldCo Inc., Akastor AS and Mercury HoldCo AS disclaim beneficial ownership with respect to such securities.

Footnote F5

Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Akastor has the right to exchange one Issuer Class B Share, one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share for cash or shares of the Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments (e.g. for stock splits, stock dividends and reclassifications). These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period (i.e., September 27, 2026, unless the IPO lock-up is earlier released or waived by the underwriters of the Issuer's IPO) and do not expire.

Footnote F6

Karl Erik Kjelstad and Svein Oskar Stoknes are directors of the Issuer and were nominated for such roles by Akastor AS and Mercury HoldCo Inc. By virtue of their service on the Board of Directors of the Issuer, for purposes of Section 16, Akastor AS and Mercury HoldCo Inc. may be deemed to be a "director by deputization" of the Issuer.