42,105-share RSU grant boosts McGraw Hill (MH) executive stake

Rhea-AI Filing Summary

McGraw Hill, Inc. reported that EVP & CDIO David Cortese received a grant of 42,105 restricted stock units (RSUs) of common stock. These RSUs were awarded at no cash cost to him and are part of his equity compensation.

The RSUs vest in three equal annual installments on April 1, 2027, April 1, 2028, and April 1, 2029, contingent on his continued employment with the company through each vesting date. Each RSU converts into one share of common stock upon vesting, and following this grant he directly holds 44,605 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cortese David

Role EVP & CDIO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	42,105	$0.00	--

Holdings After Transaction: Common Stock — 44,605 shares (Direct)

Footnotes (1)

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Key Figures

RSUs granted: 42,105 units Post-grant holdings: 44,605 shares Vesting schedule: Three equal annual installments

3 metrics

RSUs granted 42,105 units Award of restricted stock units to EVP & CDIO

Post-grant holdings 44,605 shares Common stock directly owned after the transaction

Vesting schedule Three equal annual installments On April 1, 2027, 2028 and 2029, subject to continued employment

Key Terms

restricted stock units ("RSUs"), vest in three equal annual installments, continued employment, Common Stock

4 terms

restricted stock units ("RSUs") financial

"received a grant of 42,105 restricted stock units ("RSUs") that vest"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

vest in three equal annual installments financial

"RSUs that vest in three equal annual installments on each of April 1, 2027"

continued employment financial

"subject to the Reporting Person's continued employment with the Issuer"

Continued employment means that an individual remains in their current job without interruption. For investors, it signals stability and ongoing work that can affect company performance and future prospects. Like a steady heartbeat for a business, sustained employment helps ensure consistent operations and financial health.

Common Stock financial

"Each RSU represents the right to receive one (1) share of Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cortese David

(Last) (First) (Middle)

8787 ORION PLACE

(Street)

COLUMBUS OHIO 43240

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
McGraw Hill, Inc. [ MH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CDIO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Common Stock	04/01/2026		A		42,105(1)	A	$0	44,605	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. On April 1, 2026, the Reporting Person received a grant of 42,105 restricted stock units ("RSUs") that vest in three equal annual installments on each of April 1, 2027, April 1, 2028 and April 1, 2029, subject to the Reporting Person's continued employment with the Issuer through each such date. Each RSU represents the right to receive one (1) share of Common Stock upon vesting of the unit.

	/s/ David B. Stafford, Attorney-in-Fact	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did McGraw Hill (MH) report for David Cortese?

McGraw Hill reported that EVP & CDIO David Cortese received a grant of 42,105 restricted stock units. This equity award was recorded at a price of $0.00 per share, reflecting compensation rather than a market purchase, and increased his direct holdings to 44,605 shares.

How do the 42,105 RSUs granted to McGraw Hill’s EVP vest?

The 42,105 RSUs vest in three equal annual installments. Vesting dates are April 1, 2027, April 1, 2028, and April 1, 2029. Vesting is conditioned on David Cortese’s continued employment with McGraw Hill through each respective date, aligning compensation with long-term service.

What does each RSU granted by McGraw Hill (MH) represent?

Each restricted stock unit granted to David Cortese represents the right to receive one share of McGraw Hill common stock. Shares are only delivered when the RSUs vest on the scheduled dates, tying the executive’s future stock ownership to continued employment and vesting milestones.

Is the McGraw Hill (MH) RSU grant to David Cortese a market purchase?

No, the RSU grant is not a market purchase. The Form 4 shows transaction code A, a grant or award acquisition, with a transaction price of $0.00 per share, indicating it is compensation-based stock rather than shares bought in the open market.

How many McGraw Hill (MH) shares does David Cortese hold after this RSU grant?

After the RSU award, David Cortese is reported as directly owning 44,605 shares of McGraw Hill common stock. This figure comes from the Form 4’s post-transaction holdings field and reflects his direct ownership position immediately following the grant transaction.