Changes in Beneficial Ownership · 4
HMH Holding Inc.
HMHNASDAQEQUITYCurrent
Changes in Beneficial Ownership
Structured filing — 4
wk-form4_1788558970.xml
Filing details
- Report period
- 2026-09-03
- Issuer
- HMH Holding Inc
- Issuer CIK
- 0002021880
- Trading symbol
- HMH
Reporting owner 1
- Name
- RETTIG DWIGHT W
- Reporting owner CIK
- 0001228420
- Relationship
- Officer
- Officer title
- Chf Admn Officer, GC, Corp Sec
- Address
- 3300 NORTH SAM HOUSTON PARKWAY EAST, HOUSTON, TX, 77032
Non-derivative transactions
| Security | Transaction date | Code | Amount | A / D | Price (USD) | Owned after | Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | 2026-09-03 | A · Form 4 | 10,927[F1] | A | 19.26 | 109,295 | D |
| Class A Common Stock | 2026-09-03 | F · Form 4 | 4,300[F2] | D | 19.26 | 104,995 | D |
Table key
- A · Form 4
- Acquisition by grant, award or otherwise under Rule 16b-3(d)
- A
- Acquired
- D
- Direct
- F · Form 4
- Securities delivered or withheld for exercise price or tax liability under Rule 16b-3
Footnotes
- 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.↩ 1
- 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 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.↩ 1
Signature 1
- Signed
- /s/ Dwight W. Rettig
- Date
- 2026-09-04
Company context
HMH Holding Inc. (“HMH Inc.”) is a holding company formed to own all of the voting equity of HMH Holding B.V., formerly known as MHH Holding B.V. (“HMH B.V.”). HMH Inc.’s sole material asset consists of an equal number of B.V. Voting Class A Shares and B.V. Voting Class B Shares (each as defined herein). HMH Inc., through HMH B.V. and its subsidiaries, conducts our business. Accordingly, our historical financial statements prior to the IPO are those of HMH B.V., which we refer to herein as our “predecessor.”