Sec Form 3 Filing - Ensor Michael E @ HireRight Holdings Corp - 2023-09-14

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ensor Michael E 2. Issuer Name and Ticker or Trading Symbol HireRight Holdings Corp [ HRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Global Head of Operations (Last) (First) (Middle) 100 CENTERVIEW DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2023 (Street) NASHVILLE, TN37214 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,711 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option $ 18.05 ( 2 ) 02/23/2031( 2 ) Common Stock 6,262 D Stock Option ( 3 ) $ 18.05 ( 3 ) 02/23/2031( 3 ) Common Stock 6,262 D Stock Option $ 19 ( 4 ) 10/28/2031( 4 ) Common Stock 12,852 D Restricted Stock Unit (RSU) ( 5 ) $ 0 ( 6 ) ( 6 ) Common Stock 2,961 D Restricted Stock Unit (RSU) ( 5 ) $ 0 ( 7 ) ( 7 ) Common Stock 3,199 D Stock Option $ 16.41 ( 8 ) 08/08/2032( 8 ) Common Stock 14,159 D Restricted Stock Unit (RSU) ( 5 ) $ 0 ( 9 ) ( 9 ) Common Stock 30,223 D Performance-based Restricted Stock Unit (PSU) $ 0 ( 10 ) ( 10 ) Common Stock 21,164 D Restricted Stock Unit (RSU) ( 5 ) $ 0 ( 11 ) ( 11 ) Common Stock 11,009 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ensor Michael E 100 CENTERVIEW DRIVE SUITE 300 NASHVILLE, TN37214 SVP, Global Head of Operations Signatures /s/ Brian Copple as Attorney-in-Fact, for Michael E. Ensor 09/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 2,052 shares issued upon vesting of Restricted Stock Units as well as shares purchased pursuant to the Issuer's Employee Stock Purchase Plan. ( 2 )Stock option granted on February 23, 2021, of which 25% vested and became exercisable on February 23, 2022, and the remaining 75% will vest and become exercisable in 12 equal installments thereafter, subject to continued employment through the applicable vesting date. ( 3 )This option to purchase shares of the Issuer's common stock was originally issued to the reporting person pursuant to an agreement dated February 23, 2021. The option's original terms provided for vesting based upon the cash-on-cash return received by the Issuer's pre-IPO investors on their investment in the Issuer. To retain and motivate the reporting person, the compensation committee of the Issuer's board of directors offered to the reporting person an amendment to the option to change its vesting to service-based vesting in 12 equal quarterly installments beginning on March 31, 2022 and ending December 31, 2024 if the recipient remains in service. The reporting person accepted the amendment. For more information, see the Issuer's Current Report on Form 8-K filed with the SEC on March 24, 2022. ( 4 )Stock option granted on October 28, 2021, of which 25% vested and became exercisable on October 28, 2022, and the remaining 75% will vest and become exercisable in 12 equal installments thereafter, subject to continued employment through the applicable vesting date. ( 5 )Each restricted stock unit (RSU) represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. ( 6 )3,947 restricted stock units (RSUs) were originally granted on October 28, 2021 under the Company's 2021 Omnibus Incentive Plan, of which 25% vested on November 20, 2022, and 75% generally vesting on each of November 20, 2023, November 20, 2024, and November 20, 2025, subject to continued employment through the vesting date. ( 7 )4,265 restricted stock units (RSUs) were originally granted on August 8, 2022 under the Company's 2021 Omnibus Incentive Plan of which 25% vested on May 20, 2023, and 75% in equal installments on each of May 20, 2024, May 20, 2025, and May 20, 2026, subject to continued employment through the vesting date. ( 8 )Stock option granted on August 8, 2022, of which 25% vested and became exercisable on April 3, 2023, and the remaining 75% will vest and become exercisable in 12 equal installments thereafter, subject to continued employment through the applicable vesting date. ( 9 )30,223 restricted stock units (RSUs) were originally granted on November 7, 2022 under the Company's 2021 Omnibus Incentive Plan, which will vest on each of November 20, 2023, November 20, 2024, and November 20, 2025, subject to continued employment through the vesting date. ( 10 )Performance-based restricted stock unit ("PSU") award for 21,164 units (the "Nominal Share Amount") granted on March 20, 2023, which generally vests on March 20, 2026, based on the attainment of absolute total stockholder return ("TSR") of between 75% and 125% on the stock price on the grant date (i.e.: $10.90) over a period of three years from the grant date and subject to continued employment through the vesting date. If TSR is less than 75%, then all of the PSUs will lapse without further consideration. If TSR is greater than 125% of the target, then the PSUs will vest to 125% of the Nominal Share Amount. If TSR is between 75% and 125% of target, then the PSUs will vest to a number of shares equal to the product of the Nominal Share Amount and the TSR. ( 11 )11,009 restricted stock units (RSUs) were originally granted on March 20, 2023 under the Company's 2021 Omnibus Incentive Plan that will vest 25% on each of May 20, 2024, May 20, 2025, May 20, 2026 and May 20, 2027, subject to continued employment through the vesting date.

Remarks: Exhibit List - Exhibit 24.1 Power of Attorney

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