When HMH insiders can sell

Principal Stockholders have signed lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the disposition of, or hedging with respect to, the shares of our Class A common stock or securities convertible into or exchangeable for shares of Class A common stock, each held by them for 180 days following the date of this prospectus, except with the prior written consent of each of J.P. Morgan Securities LLC, Piper Sandler & Co. and Evercore Group L.L.C. See "Underwriting" for a description of these lock-up agreements. J.P. Morgan Securities LLC, Piper Sandler & Co. and Evercore Group L.L.C., on behalf of the underwriters, may, in their sole discretion, release all or some portion of the shares subject to the 180-day lock-up agreements prior to the expiration of such period. Upon the expiration of the lock-up agreements described above, all of such shares w……

…that any common stock or warrant received upon such conversion would be subject to the restrictions in the immediately preceding paragraph; and (d) the establishment by lock-up parties of trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the lock-up securities, provided that such plan does not provide for the transfer of lock-up securities during the restricted period. J.P. Morgan Securities LLC, Piper Sandler & Co. and Evercore Group L.L.C., in their sole discretion, may release the securities subject to any of the lock-up agreements with the underwriters described above, in whole or in part at any time.

…d in the lock-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (a) transfers of lock-up securities: (i) as a bona fide gift or gifts, or for bona fide estate planning purposes, (ii) by will, testamentary document or intestacy, (iii) to any immediate family member, or to any trust for the direct or indirect benefit of the lock-up party or its immediate family member, (iv) to a corporation, partnership, limited liability company or other entity of which the lock-up party and its immediate family members are the legal and bene…

…who is, or at any time during the applicable period was, one of our executive officers or one of our directors; any person who is known by us to be the beneficial owner of more than 5.0% of our Class A common stock; any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of our Class A common stock, and any person (other than a tenant or employee) sharing the household of such director, executive…

See "Risk factors—Risks related to this offering and ownership of our Class A common stock" and "Certain relationships and related party transactions—Tax Receivable Agreement." 30 Table of Contents Directed Share Program At our request, J.P. Morgan Securities LLC, a participating underwriter, has reserved for sale, at the initial public offering price, up to approximately 5% of the shares of Class A common stock to be issued by the Company and offered by this prospectus for sale to certain entities and individuals, including some of our directors, director nominees, officers, employees, distributors, dealers, business associates and other parties related to HMH Inc.

…y the Company to satisfy any tax withholding obligation with respect to options or SARs, (iv) shares subject to a SAR and (v) shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options. Per-person limitations on grants to non-employee directors. There will be an annual limit on non-employee director compensation set at $1,000,000 per non-employee director. This includes awards granted under the 2026 LTIP as well as cash or other compensation paid by the Company with respect to service as a non-employee director. In certain circumstances, the compensation committee may make an exception and grant compensation above this limit (up to an additional $750,000).

…and Evercore Group L.L.C., on behalf of the underwriters, may, in their sole discretion, release all or some portion of the shares subject to the 180-day lock-up agreements prior to the expiration of such period. Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that t…