HMH Holding CFO Thomas McGee Stock Transactions - Tax Withholding and RSU Grant

This Form 4 filing discloses two transactions by Thomas W. McGee, Chief Financial Officer of HMH Holding Inc. On May 18, 2026, McGee disposed of 39,779 shares of Class A Common Stock at $19.28 per share through a net settlement to satisfy tax withholding obligations upon the vesting of restricted stock units. This transaction was approved by the board under Rule 16b-3. Following this disposal, his direct holdings decreased to 127,694 shares. On June 19, 2026, McGee was granted 24,116 restricted stock units under the company's 2026 Long-Term Incentive Plan, representing a contingent right to receive shares of Class A Common Stock. These RSUs vest in three equal installments on September 19, 2027, June 19, 2028, and June 19, 2029. After this grant, his total direct holdings increased to 151,810 shares.