Roy A. Dyrseth - 03 Sep 2026 Form 4 Insider Report for HMH Holding Inc (HMH)

Reporting relationship: Chief Commercial Officer
Issuer ticker: HMH
Reported as of: 03 Sep 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 04 Sep 2026, 17:52:33 UTC
Prior SEC filing: 03 Sep 2026
Source filing: View source filing
Reporting owner signature: /s/ Dwight W. Rettig, Attorney-in-Fact

Key filing fact

Roy A. Dyrseth filed Form 4 for HMH Holding Inc (HMH) on 04 Sep 2026.

Key facts

This page summarizes Roy A. Dyrseth's Form 4 filing for HMH Holding Inc (HMH).
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 04 Sep 2026, 17:52.

Change

Previous filing in this sequence was filed on 03 Sep 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 (1)

CIK 0002035162 Primary reporting owner

Dyrseth Roy A.

Relationship: Chief Commercial Officer
Address: 3300 NORTH SAM HOUSTON PARKWAY EAST, HOUSTON
Signature: /s/ Dwight W. Rettig, Attorney-in-Fact
Signature date: 04 Sep 2026

Reported non-derivative transactions

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

HMH transaction

Class A Common Stock

Award

Transaction value
Shares: +10,927
Change %: +16%
Price: $19.26^*
Shares after: 79,570
Date: 03 Sep 2026
Ownership: Direct
Footnotes: F1

HMH transaction

Class A Common Stock

Tax liability

Transaction value
Shares: -5,180
Change %: -6.5%
Price: $19.26^*
Shares after: 74,390
Date: 03 Sep 2026
Ownership: Direct
Footnotes: F2

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 2 footnotes

Footnote F1

On April 2, 2026, the reporting person was granted 10,927 performance-based restricted stock units, each of which represented a contingent right to receive one share of Class A common stock, par value $0.01 per share, of HMH Holding Inc. (the "Issuer"). The restricted stock units could be earned up to 200% of target depending on the Issuer's EBITDA growth as compared to the EBITDA growth of a set of peer companies over the three-year period from September 1, 2023 through August 31, 2026 and subject to the reporting person's continued service throughout such three-year period. On September 3, 2026, the Compensation Committee of the Board of Directors of the Issuer certified achievement of the performance condition at 50%, resulting in the restricted stock units originally granted becoming earned at 100% of the target amount granted.

Footnote F2

Represents shares of Class A common stock, par value $0.01 per share of the Issuer withheld to satisfy tax withholding obligations upon the vesting of performance-based restricted stock units. This net settlement was approved by the board of directors of the Issuer pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.