HMH Holding Inc.

05/04/2026 | Press release | Distributed by Public on 05/04/2026 18:24

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Akastor ASA
2. Issuer Name and Ticker or Trading Symbol
HMH Holding Inc [HMH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
OKSENOYVEIEN 10
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
(Street)
LYSAKER, TX 1366
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 04/30/2026 J(1)(2)(3)(5) 171,461 D $ 0 16,117,287 I Mercury HoldCo Inc. See footnotes(1)(2)(3)(4)(5)(6)
Class B Common Stock 04/30/2026 J(1)(2)(3)(5) 171,461 D $ 0 15,945,826 I Akastor AS See footnotes(1)(2)(3)(4)(5)(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
B.V. Non-Voting Class A Shares (1)(2)(3)(5) 04/30/2026 J(1)(2)(3)(5) 342,922(1)(2)(3)(5) (1)(2)(3)(5) (1)(2)(3)(5) Class A common stock 342,922 $8.087 15,945,826 I Mercury HoldCo Inc. See footnotes(1)(2)(3)(4)(5)(6)
B.V. Non-Voting Class B Shares (1)(2)(3)(5) 04/30/2026 J(1)(2)(3)(5) 342,922(1)(2)(3)(5) (1)(2)(3)(5) (1)(2)(3)(5) Class A common stock 342,922 $10.713 15,945,826 I Akastor AS See footnotes(1)(2)(3)(4)(5)(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Akastor ASA
OKSENOYVEIEN 10
LYSAKER 1366
X
Akastor AS
OKSENOYVEIEN 10
LYSAKER 1366
X X Director by Deputization
Mercury HoldCo AS
OKSENOYVEIEN 10
LYSAKER 1366
X
Mercury HoldCo Inc.
3300 NORTH SAM HOUSTON PARKWAY EAST
HOUSTON, TX 77032
X X Director by Deputization

Signatures

/s/ Karl Erik Kjelstad, as Chief Executive Officer of Akastor ASA 05/04/2026
**Signature of Reporting Person Date
/s/ Oyvind Paaske, Chair of Akastor AS 05/04/2026
**Signature of Reporting Person Date
/s/ Oyvind Paaske, Chair of Mercury HoldCo AS 05/04/2026
**Signature of Reporting Person Date
/s/ Askel Matre, Director of Mercury HoldCo Inc. 05/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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)
(2) (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)
(3) (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.
(4) 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.
(5) 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.
(6) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
HMH Holding Inc. published this content on May 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 05, 2026 at 00:24 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]