HMH Holding outlines resale of up to 31.9M shares

HMH says it will receive no proceeds from selling-stockholder sales; third-quarter revenue was $171.080 million.

Available on EDGAR 11/04/2026 - 04:05 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

HMH Holding Inc. is supplementing its prospectus for the resale, from time to time, by selling stockholders of up to 31,891,652 shares of Class A common stock. HMH says it will receive no proceeds from those sales.

For the three months ended September 30, 2026, revenue was $171.080 million, compared with $217.171 million for the same period in 2025; net income attributable to HMH was $4.983 million, compared with $16.186 million. For the nine months ended September 30, 2026, revenue was $513.223 million, compared with $619.058 million in 2025.

HMH also completed its acquisition of Deepwater Riser Services, LLC on September 21, 2026, for purchase consideration of $14.5 million, inclusive of working capital of $1.4 million.

Filing Explained

The separate exchange right is not a completed issuance: as of September 30, holders could exchange 31,891,652 Class B shares, which carry voting rights only, together with 63,783,304 HMH B.V. non-voting shares, for 31,891,652 Class A shares one-for-one, adding Class A shares if exercised.

Key Figures

Class A shares registered for resale: 31,891,652 shares Last reported Class A sales price: $16.66 per share Revenue: $171.080 million +3 more

6 metrics

Class A shares registered for resale 31,891,652 shares Resale by selling stockholders, from time to time

Last reported Class A sales price $16.66 per share November 3, 2026

Revenue $171.080 million Three months ended September 30, 2026; $217.171 million for the same period in 2025

Net income attributable to HMH $4.983 million Three months ended September 30, 2026; $16.186 million for the same period in 2025

Revenue $513.223 million Nine months ended September 30, 2026; $619.058 million for the same period in 2025

DWR acquisition purchase consideration $14.5 million Acquisition completed September 21, 2026; inclusive of working capital of $1.4 million

Key Terms

over-allotment option, non-controlling interest, performance obligations, Tax Receivable Agreement

4 terms

over-allotment option financial

"granted the IPO underwriters a 30-day over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

non-controlling interest financial

"presented as non-controlling interest in the Company's consolidated financial statements"

Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.

performance obligations financial

"transaction price allocated to the unsatisfied or partially unsatisfied performance obligations"

Performance obligations are the specific promises a company makes to deliver goods or services to a customer under a contract, treated as separate deliverables when a customer can benefit from them on their own. Investors care because these promises determine when and how much revenue a company records — like breaking a bundled purchase into separate billable parts — which affects reported earnings, growth trends and the clarity of future cash flows.

Tax Receivable Agreement financial

"entered into a Tax Receivable Agreement (the “TRA”) with HMH B.V."

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

Offering Details

secondary · Up to 31,891,652 shares

Offering

Offering Type secondary

Securities Offered Up to 31,891,652 shares of Class A common stock for resale by selling stockholders

Offering Amount Up to 31,891,652 shares

Use of Proceeds HMH will not receive any proceeds from sales by the selling stockholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HMH shares are registered for resale?

Up to 31,891,652 shares of HMH Class A common stock are registered for resale from time to time by selling stockholders identified in the prospectus.

Will HMH receive proceeds from the resale?

No. HMH states it will receive no proceeds from sales of its Class A common stock by the selling stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed pursuant to Rule 424(b)(3)

Registration No. 333-299178

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated October 20, 2026)

HMH HOLDING INC.

31,891,652 Shares of Class A Common Stock

This prospectus supplement is being filed to update and supplement information contained in the prospectus dated October 20, 2026 (as supplemented or amended from time to time, the “prospectus”), relating to the resale, from time to time, by the selling stockholders identified in the prospectus (the “Selling Stockholders”) of up to 31,891,652 shares of HMH Holding Inc.’s Class A common stock, par value $0.01 per share (our “Class A common stock”), with information contained in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, filed with the Securities and Exchange Commission on November 4, 2026, which is set forth below.

This prospectus supplement updates and supplements the information in the prospectus and is not complete without, and may not be delivered or utilized except in combination with, the prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the prospectus and if there is any inconsistency between the information in the prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

We will not receive any of the proceeds from the sale of our Class A common stock by the Selling Stockholders.

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “HMH.” The last reported sales price of our Class A common stock on Nasdaq on November 3, 2026 was $16.66 per share.

Investing in our Class A common stock involves risks. See “Risk factors” beginning on page 29 of the prospectus to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 4, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-43221

HMH Holding Inc.

(Exact name of registrant as specified in its charter)

Delaware			99-2746883
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3300 North Sam Houston Parkway East, Houston, Texas			77032
(Address of principal executive offices)			(Zip Code)
(281) 449-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed from last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, par value $0.01 per share			HMH			The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2026, the registrant had 12,201,501 shares of Class A common stock, par value $0.01 per share, and 31,891,652 shares of Class B common stock, par value $0.01 per share, outstanding.

HMH Holding Inc.

Form 10-Q

Table of Contents

						Page Number
			Cautionary Statement Regarding Forward-Looking Statements			2
			PART I — FINANCIAL INFORMATION
Item 1.			Financial Statements (Unaudited)
			Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2026 and 2025			4
			Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025			5
			Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025			6
			Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025			7
			Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2026 and 2025			8
			Notes to Condensed Consolidated Financial Statements			9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			36
Item 4.			Controls and Procedures			36
			PART II — OTHER INFORMATION
Item 1.			Legal Proceedings			37
Item 1A.			Risk Factors			37
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3.			Defaults Upon Senior Securities			37
Item 4.			Mine Safety Disclosures			37
Item 5.			Other Information			37
Item 6.			Exhibits			38
			Signatures			39

1

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “may,” “could,” “should,” “will,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements generally relate to expectations, beliefs, future events, future expected business or our future financial or operating performance and prospects and include statements regarding our business strategy, our industry, our expected capital expenditures and the impact of such expenditures on our performance.

These forward-looking statements are based on our current expectations and assumptions, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in our filings with the Securities and Exchange Commission (the “SEC”), including those described under the heading “Risk Factors” included in our final prospectus dated March 31, 2026 and filed with the SEC pursuant to Rule 424(b) under the Securities Act on April 1, 2026 (the “Final Prospectus”), those described under the heading “Risk Factors” included in our Form S-1 filed with the SEC on September 28, 2026 (the “Form S-1”) and subsequent Quarterly Reports on Form 10-Q. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

•uncertainty regarding economic conditions in the United States and elsewhere, which, in turn, will likely affect demand for oil and natural gas and therefore the demand for our products and services;

•worldwide demand for, and production of, oil and natural gas and the resultant market prices of oil and natural gas;

•global or national health concerns, including health epidemics or pandemics such as the COVID-19 pandemic, related economic repercussions and the resulting severe disruption in the oil and natural gas industry and negative impact on demand for oil and natural gas, which may negatively impact our business;

•a further decline or future decline in spending by our customers in the oil and natural gas industry;

•actions by the Organization of the Petroleum Exporting Countries (“OPEC”), its members and other state-controlled oil companies relating to oil price and production controls;

•the level of production in non-OPEC countries;     

•domestic and international political, military, regulatory and economic conditions, including global inflationary pressures, Russia’s ongoing invasion of Ukraine and sanctions related thereto, the ongoing conflicts in the Middle East, including Israel and Iran, and political, economic and social instability in Venezuela, each of which may negatively impact our operating results;         

•changes in general economic and geopolitical conditions;

•competition among oilfield service and equipment providers;

•changes in the long-term supply of, demand for and inventory levels of oil and natural gas;         

•cost and availability of storage and transportation of oil, gas and related products;

•actions taken by our customers, competitors and third-party operators;         

•the discovery rate, size and location of new oil and natural gas reserves, including in offshore areas;

•delay and regulatory uncertainty stemming from local or environmental non-governmental opposition to offshore and onshore energy development projects;

•laws and regulations related to environmental matters, including those addressing alternative energy sources and the risks of global climate change;    

•the ability of oil and natural gas producers to generate funds for their capital-intensive businesses, including via their ability to raise equity capital and debt financing;

•our ability to successfully implement our business plan;

•large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;    

•contractions in the credit market and the price and availability of debt and equity financing (including changes in interest rates);

•our ability to complete growth strategies on time and on budget;    

2

•our ability to integrate and realize the benefits expected from recent and potential future acquisitions, including any related synergies;     

•introduction of new drilling or completion techniques or equipment, products or services using new technologies subject to patent or other intellectual property protections and our ability to obtain and, as applicable, enforce such intellectual property protections;

•technological advances, including technology related to the exploitation of shale oil, which can result in over-supply of oil and natural gas or a change in demand for oil and natural gas;

•our ability to develop, deploy and incorporate performance of AI and machine learning functionalities within our product portfolio;

•operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•unionization of our workforce;

•the imposition of laws or regulations that result in reduced exploration and production (“E&P”) activities or that increase our operating costs or operating requirements, including laws and regulations addressing climate change;

•the effects of asserted and unasserted claims and the extent of available insurance coverage;

•social unrest, acts of terrorism, war and other armed conflict;         

•loss or corruption of our information or a cyberattack on our computer systems;

•the price and availability of alternative fuels and energy sources;

•federal, state and local regulation of oilfield service activities, as well as E&P activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry;

•the effects of existing and future laws and governmental regulations (or the interpretation thereof) on us and our customers;

•the effects of inflation;     

•supply chain disruptions;    

•the effects of future litigation;

•expectations regarding future energy prices;

•disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States and other countries;         

•worldwide financial instability or recessions; and

•other factors described in the Final Prospectus and the Form S-1.

You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

Investors and others should note that we may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investors section of our website at www.hmhw.com. We may use these channels to distribute material information about us; therefore, we encourage investors, the media, business partners and others interested in us to review the information posted on our website. The information on our website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q.

3

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in thousands, except per share amounts)
Revenue
Service revenue			$	97,128					$	104,838					$	258,209					$	280,678
Product revenue			16,705						53,954						69,198						167,424
Spare parts revenue			57,202						58,186						184,884						170,511
Related party revenue			45						193						932						445
Total revenue			171,080						217,171						513,223						619,058
Operating expenses
Cost of services sold			63,733						71,737						175,557						192,486
Cost of goods sold – products			19,905						52,441						61,799						152,560
Cost of goods sold – spare parts			29,288						33,227						101,727						105,787
Total cost of sales			112,926						157,405						339,083						450,833
Selling, general and administrative expenses			33,928						31,361						129,393						97,040
Research and development expenses			222						98						1,407						1,778
Restructuring and other expenses			2,174						104						7,178						4,447
Total operating expenses			149,250						188,968						477,061						554,098
Operating income (loss)			21,830						28,203						36,162						64,960
Foreign currency gain (loss), net			(113)						74						(2,932)						7,015
Other non-operating income (loss), net			(441)						229						(854)						876
Interest income (expense), net			(3,759)						(8,334)						(14,657)						(26,619)
Income before income taxes			17,517						20,172						17,719						46,232
Income tax expense			(7,176)						(4,343)						(8,522)						(14,757)
Net income			10,341						15,829						9,197						31,475
Less: Net income (loss) attributable to non-controlling interests			5,358						(357)						(4,210)						228
Net income attributable to HMH Holding Inc.			$	4,983					$	16,186					$	13,407					$	31,247
Net income per share of common stock (actual)(a):
Basic			$	0.41					$	0.23					$	1.68					$	0.45
Diluted			$	0.40					$	0.23					$	1.56					$	0.45
Weighted-average shares of common stock for HMH and HMH B.V. outstanding (a):
Basic			12,094						69,355						7,963						69,355
Diluted			12,423						69,355						8,616						69,355

(a).Basic and diluted shares used for computing earnings per share for periods prior to our initial public offering (“IPO”) have been retrospectively adjusted to give effect to the organizational transactions. The calculation of basic and diluted weighted average shares used for calculating earnings per share for the three and nine months ended September 30, 2025 does not include the 11.2 million shares of Class A common stock sold in the IPO. See Note 19—“Earnings per Share” in the notes to HMH’s Condensed Consolidated Financial Statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in thousands)
Net income			$	10,341					$	15,829					$	9,197					$	31,475
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			1,548						1,593						5,543						22,303
Derivatives designated as cash flow hedges
Effect of changes in fair value of cash flow hedges			(36)						2						(596)						4,008
Tax benefit (expense) on effect of changes in cash flow hedges			8						(1)						131						(882)
Net change in fair value of cash flow hedges, after taxes			(28)						1						(465)						3,126
Benefit plans
Effect of changes in benefit plans			(40)						(533)						41						(2,548)
Tax benefit (expense) on effect of changes in benefit plans			10						105						(10)						649
Net effect of changes in benefit plans, after taxes			(30)						(428)						31						(1,899)
Total other comprehensive income (loss)			1,490						1,166						5,109						23,530
Comprehensive income			11,831						16,995						14,306						55,005
Less: Comprehensive income (loss) attributable to non-controlling interests			6,438						(357)						(4,579)						228
Comprehensive income attributable to HMH Holding Inc.			$	5,393					$	17,352					$	18,885					$	54,777

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

			September 30, 2026						December 31, 2025
			(in thousands, except par value)
Assets
Current assets
Cash and cash equivalents			$	90,073					$	96,585
Current accounts receivable, net of allowance of $1,960 and $2,889, respectively			143,267						108,060
Related party accounts receivable			1,778						1,499
Related party notes receivable—current			4,459						3,653
Contract assets			134,142						114,918
Inventories, net			267,016						253,759
Other current receivables			20,634						17,854
Prepaids and other current assets			15,004						32,882
Total current assets			676,373						629,210
Property, plant and equipment, net of accumulated depreciation of $80,549 and $67,372, respectively			195,372						200,818
Goodwill			314,236						307,014
Customer relationships, net of accumulated amortization of $53,738 and $46,299, respectively			63,871						67,224
Other intangible assets, net of accumulated amortization of $60,856 and $49,731, respectively			53,351						54,846
Related party note receivable			22,776						33,604
Right-of-use assets			47,258						48,739
Other assets			26,175						16,249
Total assets			$	1,399,412					$	1,357,704
Liabilities and equity
Current liabilities
Accounts payable			$	68,500					$	56,206
Accounts payable—related party			12						107
Current portion of long-term debt, net			745						715
Contract liabilities			54,281						35,249
Accrued expenses			86,914						95,780
Other current liabilities			27,599						35,582
Total current liabilities			238,051						223,639
Long-term debt, net			196,727						195,636
Long-term debt, net—related party			—						143,732
Non-current operating lease liabilities			41,542						39,922
Other liabilities			64,717						54,323
Total liabilities			541,037						657,252
Equity
Members’ equity			—						698,613
Class A common stock (par value $0.01 per share; Authorized — 1,000,000,000 shares; Issued — 12,569,738 shares; and Shares outstanding — 12,201,501 as of September 30, 2026)			122						—
Class B common stock (par value $0.01 per share; Authorized — 500,000,000 shares; Issued — 31,891,652 shares; and Shares outstanding — 31,891,652 as of September 30, 2026)			319						—
Additional paid-in capital			188,450						—
Retained earnings			32,549						—
Accumulated other comprehensive income (loss)			2,421						—
Class A common stock held in treasury (368,237 shares as of September 30, 2026)			(7,086)						—
HMH Holding Inc. equity			216,775						698,613
Non-controlling interests			641,600						1,839
Total equity			858,375						700,452
Total liabilities and shareholders’ equity			$	1,399,412					$	1,357,704

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

			Nine Months Ended September 30,
			2026						2025
			(in thousands)
Cash flows from operating activities
Net income			$	9,197					$	31,475
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			32,359						31,877
Share-based compensation expense			25,118						—
Amortization of borrowing costs			1,091						1,436
Restructuring and other expenses			203						1,800
Deferred tax expense			(4,406)						(145)
Payment-in-kind interest			2,908						8,081
Provision for bad debt expense			891						13,637
Provision for inventory write-down			2,608						6,636
Changes in operating assets and liabilities
Accounts receivable and related party accounts receivable			(31,724)						12,400
Contract assets			(15,600)						11,267
Inventories, net			(15,893)						25,029
Other current receivables			(3,297)						15,314
Prepaid and other current assets			2,864						(10,640)
Accounts payable and accounts payable—related party			11,204						(61,064)
Accrued expenses			(11,526)						(31,460)
Contract liabilities			18,392						(15,216)
Other current and long-term liabilities			(3,456)						(8,802)
Other, net			(1,966)						(2,677)
Net cash provided by operating activities			18,967						28,948
Cash flows from investing activities
Purchase of property, plant and equipment			(3,813)						(6,586)
Development costs			(9,574)						(4,399)
Acquisitions of business, net of cash			(15,269)						—
Net cash used in investing activities			(28,656)						(10,985)
Cash flows from financing activities
Issuance of common stock in initial public offering (IPO), net of underwriting discount			210,670						—
Purchase of HMH B.V. voting shares from Principal Stockholders			(39,480)						—
Redemption under exchange agreement with Principal Stockholders			(12,894)						—
IPO issuance costs			(10,797)						—
Repayment of long-term debt, net—related party			(137,099)						—
Proceeds from issuance of revolving credit facilities			719						115,702
Repayment of revolving credit facilities			(745)						(130,000)
Purchase of treasury shares			(7,086)						—
Net cash provided by (used in) financing activities			3,288						(14,298)
Effect of foreign exchange rate on cash and cash equivalents			(111)						4,031
Net increase (decrease) in cash and cash equivalents			(6,512)						7,696
Cash and cash equivalents beginning of period			96,585						48,912
Cash and cash equivalents end of period			$	90,073					$	56,608
Supplemental cash flow information:
Cash paid for income taxes, net			$	14,750					$	14,645
Cash paid for interest			9,802						15,121
Supplemental non-cash financing activities:
Deferred IPO cost netted with IPO proceeds			$	15,809					$	—
Settlement of long-term debt, net —related party and related party notes receivable			9,541						—

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

			Class A common stock						Amount						Class B common stock						Amount						Additional paid-in capital						Accumulated other comprehensive income (loss)						Common stock held in treasury						Retained earnings (loss)						Non-controlling interest						Total equity
			(in thousands)
HMH Holding Inc. (Successor)
Balance as of July 1, 2026			12,043						$	120					31,892						$	319					$	185,133					$	2,011					$	(4,888)					$	27,566					$	636,138					$	846,399
Net income			—						—						—						—						—						—						—						4,983						5,358						10,341
Share-based compensation			159						2						—						—						644						—						—						—						1,697						2,343
Reallocation of NCI			—						—						—						—						2,673						—						—						—						(2,673)						—
Purchase of treasury stock			—						—						—						—						—						—						(2,198)						—						—						(2,198)
Other comprehensive income (loss)			—						—						—						—						—						410						—						—						1,080						1,490
Equity as of September 30, 2026			12,202						$	122					31,892						$	319					$	188,450					$	2,421					$	(7,086)					$	32,549					$	641,600					$	858,375
Balance as of January 1, 2026			—						$	—					—						$	—					$	610,431					$	4,239					$	—					$	83,943					$	1,839					$	700,452
Net income prior to the Corporate Reorganization Transactions			—						—						—						—						—						—						—						3,448						427						3,875
Other comprehensive income prior to the Corporate Reorganization Transactions			—						—						—						—						—						5,600						—						—						—						5,600
Issuance of common stock in initial public offering, net of offering costs			11,206						112						32,578						326						210,232						—						—						—						—						210,670
Redemption under exchange agreement with Principal Stockholders			—						—						(686)						(7)						631						—						—						—						(13,518)						(12,894)
Purchase of HMH B.V. voting shares from Principal Stockholders			—						—						—						—						(39,480)						—						—						—						—						(39,480)
Effect of the Corporate Reorganization Transactions			—						—						—						—						(570,015)						(7,296)						—						(64,801)						642,112						—
IPO related costs			—						—						—						—						(26,189)						—						—						—						—						(26,189)
TRA liability and related deferred tax impact from the Corporate Reorganization Transactions			—						—						—						—						(6,522)						—						—						—						—						(6,522)
Net income (loss) subsequent to the Corporate Reorganization Transactions			—						—						—						—						—						—						—						9,959						(4,637)						5,322
Share-based compensation			996						10						—						—						6,689						—						—						—						18,419						25,118
Reallocation of NCI			—						—						—						—						2,673						—						—						—						(2,673)						—
Purchase of treasury stock			—						—						—						—						—						—						(7,086)						—						—						(7,086)
Other comprehensive income (loss)			—						—						—						—						—						(122)						—						—						(369)						(491)
Equity as of September 30, 2026			12,202						$	122					31,892						$	319					$	188,450					$	2,421					$	(7,086)					$	32,549					$	641,600					$	858,375
HMH Holding B.V. (Predecessor)
Balance as of July 1, 2025			—						$	—					—						$	—					$	610,431					$	3,611					$	—					$	53,550					$	1,755					$	669,347
Net income			—						—						—						—						—						—						—						16,186						(357)						15,829
Other comprehensive income (loss)			—						—						—						—						—						1,166						—						—						—						1,166
Equity as of September 30, 2025			—						$	—					—						$	—					$	610,431					$	4,777					$	—					$	69,736					$	1,398					$	686,342
Balance as of January 1, 2025			—						$	—					—						$	—					$	610,431					$	(18,753)					$	—					$	38,489					$	1,170					$	631,337
Net income			—						—						—						—						—						—						—						31,247						228						31,475
Other comprehensive income (loss)			—						—						—						—						—						23,530						—						—						—						23,530
Equity as of September 30, 2025			—						$	—					—						$	—					$	610,431					$	4,777					$	—					$	69,736					$	1,398					$	686,342

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

HMH Holding Inc. (“HMH,” the “Company,” “we,” “us” or “our”) is a leading global provider of offshore and onshore drilling equipment and services.

We were incorporated in the State of Delaware on April 29, 2024 as a holding entity with an intent to complete our initial public offering (“IPO”) and other related transactions in order to carry on business of HMH Holding B.V. ("HMH B.V."). HMH B.V. was operationally established with effect from October 1, 2021, through its acquisition of all shares in the MHWirth business from Akastor ASA and the Subsea Drilling Systems business from Baker Hughes Company. After these transactions, the shareholders of HMH B.V. were Baker Hughes Holdings LLC (50%), Akastor AS (25%) and Mercury HoldCo Inc. (25%). Baker Hughes Holdings LLC is a wholly owned subsidiary of Baker Hughes Company (together with Baker Hughes Holdings LLC, “Baker Hughes”), and Akastor AS and Mercury HoldCo Inc. are wholly owned subsidiaries of Akastor ASA (together with Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc., “Akastor”).

Initial Public Offering

On April 2, 2026, we completed our IPO of our Class A common stock, par value $0.01 per share (“Class A common stock”), and received net proceeds of approximately $197.8 million after deducting the underwriters’ discounts and offering fees of $12.6 million. We also granted the IPO underwriters a 30-day over-allotment option to purchase additional shares of Class A common stock on the same terms. On April 30, 2026, the underwriters partially exercised the option, resulting in additional net proceeds of $12.9 million, after deducting the underwriters’ discounts and offering fees of $0.8 million.

Corporate Reorganization

We used approximately $39.5 million of the net proceeds from the IPO as the cash consideration to purchase an aggregate of 2,100,000 voting Class A ordinary shares of HMH B.V., par value $0.01 per share (“B.V. Voting Class A Shares”), and 2,100,000 voting Class B ordinary shares of HMH B.V., par value $0.01 per share (“B.V. Voting Class B Shares” and, together with B.V. Voting Class A Shares, the “B.V. Voting Shares”), from Baker Hughes and Akastor (collectively referred to as the “Principal Stockholders”).

On April 2, 2026, we contributed all of the remaining net proceeds from the IPO to HMH B.V. in exchange for a number of B.V. Voting Class A Shares and B.V. Voting Class B Shares such that the number of B.V. Voting Class A Shares and B.V. Voting Class B Shares, respectively, held by the Company, taking into account the B.V. Voting Class A Shares and B.V. Voting Class B Shares acquired by the Company from the Principal Stockholders, equals the number of shares of Class A common stock sold by us in the IPO.

On May 5, 2026, we contributed all of the net proceeds from the underwriters’ exercise of the over-allotment option to HMH B.V. in exchange for an additional 685,844 B.V. Voting Class A Shares and 685,844 B.V. Voting Class B Shares. HMH B.V. used such additional net proceeds to purchase in equal proportion from Baker Hughes and Akastor, respectively, an aggregate number of shares of the Company’s Class B common stock, par value $0.01 per share (“Class B common stock”), non-voting Class A ordinary shares of HMH B.V. (“B.V. Non-Voting Class A Shares”) and non-voting Class B ordinary shares of HMH B.V. (“B.V. Non-Voting Class B Shares” and, together with the B.V. Non-Voting Class A Shares, the “B.V. Non-Voting Shares”), respectively, equal to the number of shares of the Company’s Class A common stock purchased by the underwriters pursuant to the exercise of the option.

After giving effect to these transactions, including the shares of the Company’s Class A common stock issuable upon the consummation of the IPO pursuant to equity awards granted to employees that vested in connection with the IPO, Baker Hughes and Akastor each owned 15,945,826 shares of the Company’s Class B common stock, collectively representing approximately 73% of the total voting power of our capital stock, and each owned 15,945,826 non-voting Class A ordinary shares of HMH B.V. and 15,945,826 non-voting Class B ordinary shares of HMH B.V., collectively representing approximately a 73% equity interest in HMH B.V. and 0% voting power of the equity in HMH B.V. Immediately following the underwriters’ exercise of the over-allotment option, the investors in the IPO, collectively, owned all of the shares of the Company’s Class A common stock, representing approximately 27% of the total voting power of our capital stock.

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These statements, therefore, should be read in conjunction with the consolidated financial statements and related notes of HMH B.V. for the year ended December 31, 2025 included in the final prospectus of HMH Holding dated March 31, 2026 and filed with the SEC on April 1, 2026.

The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position as of September 30, 2026 and December 31, 2025 and the consolidated results of operations and cash flows for the three and nine months ended September 30, 2026 and 2025. The unaudited results of operations for the interim periods reported are not necessarily indicative of results to be expected for the full year.

Immediately following the closing of the IPO, we are the successor to HMH B.V. for financial reporting purposes. Subsequent to the IPO, the Company’s sole material asset is its equity interest in HMH B.V. As the sole managing member and holder of 100% of the voting interest of HMH

9

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

B.V., we operate and control all of its business and affairs and therefore consolidate its results for financial reporting purposes. The reorganization transactions are accounted for as a reorganization of entities under common control. Accordingly, the condensed consolidated financial statements have been retrospectively presented to reflect the assets and liabilities received in the Corporate Reorganization at HMH B.V.'s historical carrying amounts, as if the common control transaction had occurred on January 1, 2025, the earliest period presented.

Certain amounts in prior periods have been reclassified to conform with current period presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Although management believes these assumptions to be reasonable, given historical experience, actual amounts and results could differ from these estimates. Estimates are used for, but are not limited to, determining the following: allowance for credit losses and inventory valuation reserves; recoverability of long-lived assets; revenue recognition on long-term contracts; valuation of goodwill; useful lives used in depreciation and amortization; income taxes and related valuation allowances; accruals for contingencies; actuarial assumptions to determine costs and liabilities related to employee benefit plans; stock-based compensation expense; valuation of derivatives; and the fair value of assets acquired and liabilities assumed in business combinations.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Offering Costs

In connection with our IPO, HMH B.V. and its affiliates incurred accounting, legal and other costs, which were reimbursed by us. We recognized deferred offering costs of $21.3 million and $26.2 million in Prepaids and other current assets in our Condensed Consolidated Balance Sheets as of December 31, 2025 and at the IPO date of April 2, 2026, respectively. Such capitalized deferred offering costs were reclassified and recorded as a reduction of the gross proceeds against additional paid-in capital within shareholders’ equity upon the closing of the IPO on April 2, 2026. Accordingly, there were no deferred offering costs capitalized as of September 30, 2026.

Share-based Compensation

We account for share-based compensation awards granted to employees, directors, and non-employees in accordance with ASC 718, Compensation—Stock Compensation based on the estimated grant date fair value and recognize the expense over the requisite service period, net of actual forfeitures. The fair value of restricted stock awards and restricted stock units (“RSUs”) is determined based on the closing price of our Class A common stock on the date of grant and the fair value of performance share units (“PSUs”) is measured using a Monte Carlo simulation model.

The fair value of RSUs and PSUs granted prior to the IPO was determined with the assistance of independent third-party valuations. These awards were contingent upon a liquidity event, which is defined as an IPO or a change of control (each as defined in the applicable award agreement) of the Company and the completion of a service period. The performance condition related to these awards was met upon the commencement of trading of our Class A common stock on The Nasdaq Global Select Market. For the three months ended September 30, 2026, we recognized share-based compensation of $2.3 million. For the nine months ended September 30, 2026, we recognized $25.1 million, which included $22.5 million related to pre-IPO share-based awards.

Concentration Risk

During the three months ended September 30, 2026, one customer accounted for approximately 11.4% of total revenue compared to one customer accounting for approximately 22.9% during the three months ended September 30, 2025. During the nine months ended September 30, 2026, two customers accounted for approximately 11.9% and 10.7% of total revenue compared to one customer accounting for 17.3% during the nine months ended September 30, 2025. The revenue associated with these customers was included in both Equipment and System Solutions (“ESS”) and Pressure Control Systems (“PCS”) revenue.

As of September 30, 2026, two customers accounted for approximately 19.3% and 10.0% of current accounts receivable. As of December 31, 2025, one customer accounted for approximately 11.2% of current accounts receivable. The Company expects to maintain its relationship with these customers.

New Accounting Standards to be Adopted

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (the “JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The JOBS Act does not preclude an EGC from early adopting new or revised accounting standards codification. The Company has elected to use extended transition periods permissible under the JOBS Act, while also early adopting certain accounting pronouncements. The adoption dates discussed below reflect these elections.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively for all annual periods beginning after December 15, 2025. The Company is currently evaluating the impact of this standard on its disclosures.

10

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In November 2024, the FASB issued ASU No. 2024-03, “Disaggregation of Income Statement Expenses (Subtopic 220-40).” The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. The Company is currently evaluating the impact of adopting the new ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). Under the new guidance, internal-use software costs are capitalized when management has authorized and committed to funding the project and it is probable that the software will be completed and used for its intended function. ASU 2025-06 is effective for the Company for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting the new ASU on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, “Hedge Accounting Improvements” (“ASU 2025-09”). The new guidance provides targeted improvements to the hedge accounting guidance to primarily address cash flow hedging, but also impacts certain fair value and net investment hedges, including (i) permitting designation of variable price components of forecasted purchases or sales of nonfinancial assets when clearly and closely related to the underlying asset, (ii) allowing groups of forecasted transactions with similar risk exposures (including those based on different interest rate indexes) to be hedged together, and (iii) introducing a model for cash flow hedges of forecasted interest payments on “choose-your-rate” debt instruments that permits a borrower to change the designated interest rate index and/or tenor without automatically discontinuing hedge accounting. ASU 2025-09 is effective for the Company for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-09 on its consolidated financial statements and related disclosures.

2. Business Combinations

The Company accounted for the Deepwater Riser Services, LLC (“DWR”) acquisition and the Deep Blue Oil & Gas Limited (“Deep Blue”) acquisition as business combinations and allocated the total purchase price to assets acquired, liabilities and contingent consideration assumed based on their fair values at the date of acquisition.

Deepwater Riser Services, LLC

On September 21, 2026, we completed the acquisition of DWR, a Louisiana based company specializing in riser inspection, recertification, refurbishment and storage business in the U.S. Gulf of America for a purchase consideration of $14.5 million, inclusive of working capital of $1.4 million.

The following table provides the allocation of the purchase price to major classes of assets and liabilities (in thousands):

Assets
Current accounts receivable						$	1,978
Inventories						282
Contract assets						951
Prepaids and other current assets						33
Total current assets						3,244
Property, plant and equipment						669
Right-of-use assets						1,145
Customer relationships						4,000
Other assets						80
Total assets						$	9,138
Liabilities and equity
Current liabilities
Accounts payable						$	191
Contract liabilities						33
Accrued expenses						754
Other current liabilities						247
Total current liabilities						1,225
Non-current operating lease liabilities						1,024
Total liabilities						$	2,249
Equity consideration						$	13,144
Goodwill						$	6,255

Goodwill generated from this business combination is primarily attributable to expected synergies from the transaction and incremental revenue. The

11

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

goodwill is expected to be deductible for U.S. income tax purposes.

Deep Blue Oil & Gas Limited

On October 1, 2025, we completed the acquisition of Deep Blue, a UK‑based company specializing in managed‑pressure‑drilling (“MPD”) systems. Deep Blue holds a portfolio of patents and proprietary technology with applications in offshore drilling, including advanced MPD control and sealing systems.

The following table provides the allocation of the purchase price to major classes of assets and liabilities assumed in USD as of the acquisition date, translated at the exchange rate on the acquisition date. The goodwill reflected below increased by £0.6 million ($0.8 million) from December 31, 2025, which resulted from working capital measurement period adjustments.

						British pounds						Exchange rate at acquisition date						USD
						(in millions)
Cash consideration paid, including £0.2 million cash acquired						£	3.5					1.3446						$	4.7
Contingent consideration (a)						1.6						1.3446						2.2
Total consideration						5.1												6.9
Identified intangible assets acquired						1.9						1.3446						2.6
Goodwill acquired						£	3.2											$	4.3

(a).The contingent consideration consists of deferred payments by the Company to the acquiree’s prior equity holders for three years, contingent on meeting specific earnings and operational targets.

3. Inventories

Inventories, net of reserves of $97.0 million and $99.9 million as of September 30, 2026 and December 31, 2025, respectively, consisted of the following:

			September 30,  2026						December 31, 2025
			(in thousands)
Stock of raw materials			$	23,583					$	18,550
Work in progress			45,134						29,397
Finished goods			198,299						205,812
Inventories, net			$	267,016					$	253,759

Inventory write-downs for the three and nine months ended September 30, 2026 were $2.2 million and $2.6 million, respectively, compared to $3.6 million and $6.6 million for the three and nine months ended September 30, 2025, respectively.

4. Goodwill

The changes in carrying value of goodwill are detailed by segment below:

			ESS						PCS						Total
			(in thousands)
Balance as of January 1, 2026			$	187,788					$	119,226					$	307,014
Acquisition (a)			6,255						—						6,255
Purchase accounting adjustments (a)			770						—						770
Currency translation differences			197						—						197
Balance as of September 30, 2026			$	195,010					$	119,226					$	314,236

(a).Goodwill acquired in the DWR acquisition was assigned to the ESS segment. Additionally, the ESS segment includes purchase price adjustment of $0.8 million, related to working capital measurement period adjustments for the Deep Blue acquisition. See Note 2—“Business Combinations” for more information.

12

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5. Financial Instruments

The following tables set forth the Company’s financial instruments that are measured at fair value on a recurring basis by level within the fair value hierarchy:

			Level 1						Level 2						Level 3(a)						Total
			(in thousands)
As of September 30, 2026
Assets:
Derivative financial instruments—not designated as hedging instruments			$	—					$	429					$	—					$	429
Total assets			$	—					$	429					$	—					$	429
Liabilities:
Derivative financial instruments—not designated as hedging instruments			$	—					$	4,337					$	—					$	4,337
Total liabilities			$	—					$	4,337					$	—					$	4,337
As of December 31, 2025
Assets:
Derivative financial instruments—designated as cash flow hedging instruments			$	—					$	1,262					$	—					$	1,262
Derivative financial instruments—not designated as hedging instruments			—						140						—						140
Total assets			$	—					$	1,402					$	—					$	1,402
Liabilities:
Derivative financial instruments—designated as cash flow hedging instruments			$	—					$	35					$	—					$	35
Derivative financial instruments—not designated as hedging instruments			—						520						—						520
Total liabilities			$	—					$	555					$	—					$	555

(a).The fair value (Level 3) of the seller’s receivable against Akastor AS on proceeds from the sales or liquidation of Step Oiltools B.V. has been remeasured to zero as of September 30, 2026 and December 31, 2025.

We classify financial instruments in our Condensed Consolidated Balance Sheets based on the maturity date of these instruments. As of December 31, 2025, the fair value of our financial instruments is presented in Other current receivables and Other current liabilities in our Condensed Consolidated Balance Sheets.

The carrying value of cash and cash equivalents, current receivables, accounts payable and accrued expenses approximates fair value based on the short-term nature of these accounts.

Designated Hedges

The following table presents the notional amounts and maturity profile of derivative instruments designated as cash flow hedges as of December 31, 2025. All designated hedging contracts expired during the nine months ended September 30, 2026, and no designated hedging instruments were outstanding as of September 30, 2026. Valuation techniques and inputs for forward contracts are based on quoted forward exchange rates.

13

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

						Total						6 months and less						6-12 months						1-2 years
						(in thousands)
As of December 31, 2025
Foreign exchange forward contracts to hedge highly probable forecasted sales:
Notional amounts USD						$	13,812					$	13,812					$	—					$	—
Average forward rate (USD/NOK)												10.58						—						—
Notional amounts EUR						€	490					€	490					€	—					€	—
Average forward rate (EUR/NOK)												12.14						—						—
Notional amounts GBP						£	2,076					£	1,185					£	891					£	—
Average forward rate (GBP/NOK)												13.85						13.79						—
Foreign exchange forward contracts to hedge highly probable forecasted purchases:
Notional amounts EUR						€	150					€	150					€	—					€	—
Average forward rate (EUR/NOK)												12.03						—						—
Notional amounts GBP						£	940					£	695					£	245					£	—
Average forward rate (GBP/NOK)												13.92						13.90						—

Non-Designated Hedges

The table below presents the notional value of the non-designated derivative financial instruments and a maturity analysis of the related derivatives’ cash flows. Valuation techniques and inputs for forward contracts are based on the quoted forward exchange rate.

						Total						6 months and less						6-12 months						1-2 years
						(in thousands)
As of September 30, 2026
Foreign exchange forward contracts:
Notional amounts NOK						NOK	65,600					NOK	47,300					NOK	18,300					NOK	—
Average forward rate (NOK/USD)												0.10						0.10						—
Notional amounts GBP						£	8,100					£	5,900					£	2,200					£	—
Average forward rate (GBP/USD)												1.35						1.36						—
Notional amounts EUR						€	30,600					€	22,300					€	8,300					€	—
Average forward rate (EUR/USD)												1.21						1.21						—
As of December 31, 2025
Foreign exchange forward contracts:
Notional amounts NOK						NOK	131,200					NOK	97,900					NOK	16,500					NOK	16,800
Average forward rate (NOK/USD)												0.10						0.10						0.10
Notional amounts GBP						£	13,800					£	6,000					£	5,300					£	2,500
Average forward rate (GBP/USD)												1.35						1.35						1.34
Notional amounts EUR						€	49,300					€	21,600					€	18,900					€	8,800
Average forward rate (EUR/USD)												1.19						1.20						1.21

For the three and nine months ended September 30, 2026, we recorded a (gain) loss of $2.1 million and $3.6 million, respectively, related to non-designated hedges in Other non-operating income (loss), net in our Condensed Consolidated Statements of Income, compared to (gain) loss of $0.20 million for both the three and nine months ended September 30, 2025.

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PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6. Other Current Liabilities

Other current liabilities consisted of the following:

			September 30,  2026						December 31, 2025
			(in thousands)
Income tax payable			$	9,837					$	12,388
Operating lease liability			7,121						10,470
Public duties and taxes			5,756						8,050
External derivative financial liabilities			4,337						555
Withheld taxes and other deductions			548						3,692
Other			—						427
Other current liabilities			$	27,599					$	35,582

7. Leases

The following table sets forth supplemental Condensed Consolidated Balance Sheets information related to leases:

			Classification						September 30, 2026						December 31, 2025
									(in thousands)
Assets:
Operating lease assets			Right-of-use assets						$	47,258					$	48,739
Total lease assets									$	47,258					$	48,739
Liabilities:
Current:
Operating			Other current liabilities						$	7,121					$	10,470
Noncurrent:
Operating			Non-current operating lease liabilities						41,542						39,922
Total lease liabilities									$	48,663					$	50,392

For the three and nine months ended September 30, 2026, we recognized operating lease cost of $2.7 million and $8.2 million, respectively, and $2.9 million and $8.3 million for the three and nine months ended September 30, 2025, respectively, in our Condensed Consolidated Statements of Income.

8. Debt

Below are the contractual terms of the Company’s interest-bearing loans and borrowings that are measured at amortized cost. The carrying values of the Company’s short-term and long-term debt consisted of the following:

			Debt outstanding
			September 30, 2026						December 31, 2025						Maturity
			(in thousands)
7.875% Senior Secured Bonds due 2028			$	196,727					$	195,636					Dec 2028
Shareholder Loans			—						143,732						Dec 2028
Revolving Credit Facility			—						—						Jun 2028
Credit Line in China (a)			745						715
Total debt, net			197,472						340,083
Current debt, net			745						715
Non-current debt, net			196,727						339,368
Total debt, net			$	197,472					$	340,083

(a).Expired on March 26, 2026, with the Company retaining a one-year period from each respective withdrawal date to remit payment.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Fair Values

As of September 30, 2026 and December 31, 2025, the fair value of the 7.875% Senior Secured Bonds due 2028 was $204.0 million and $204.5 million, respectively. The fair value was determined using a market approach based on observable inputs. For the remaining debt instruments, the book values of each instrument approximate its respective fair value, as these interest rates are variable in nature and are reflective of market rates.

9. Revenue from Contracts with Customers

Disaggregated Revenue

The Company disaggregates revenue from contracts with customers by revenue type for both its ESS and PCS segments, as it believes this best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

The following tables present revenue from contracts with customers:

			2026																		2025
			ESS						PCS						Total						ESS						PCS						Total
			(in thousands)
Three Months Ended September 30,
Project and other manufacturing contracts revenue			$	1,906					$	7,368					$	9,274					$	7,171					$	9,118					$	16,289
Sale of products			3,838						3,638						7,476						25,867						11,991						37,858
Product revenue(a)			5,744						11,006						16,750						33,038						21,109						54,147
Service revenue			62,948						34,180						97,128						40,035						64,803						104,838
Spare parts revenue			27,994						29,208						57,202						30,249						27,937						58,186
Total revenue			$	96,686					$	74,394					$	171,080					$	103,322					$	113,849					$	217,171
Nine Months Ended September 30,
Project and other manufacturing contracts revenue			$	16,322					$	15,337					$	31,659					$	55,447					$	18,598					$	74,045
Sale of products			19,489						18,982						38,471						55,790						38,034						93,824
Product revenue(a)			35,811						34,319						70,130						111,237						56,632						167,869
Service revenue			160,916						97,293						258,209						138,155						142,523						280,678
Spare parts revenue			98,309						86,575						184,884						87,018						83,493						170,511
Total revenue			$	295,036					$	218,187					$	513,223					$	336,410					$	282,648					$	619,058

(a).Product revenue includes related party revenue.

The following table presents the timing of revenue recognition:

			2026																		2025
			ESS						PCS						Total						ESS						PCS						Total
			(in thousands)
Three Months Ended September 30,
Transferred overtime			$	68,633					$	41,548					$	110,181					$	67,185					$	73,921					$	141,106
Transferred at point in time			28,053						32,846						60,899						36,137						39,928						76,065
Total revenue			$	96,686					$	74,394					$	171,080					$	103,322					$	113,849					$	217,171
Nine Months Ended September 30,
Transferred overtime			$	193,666					$	112,630					$	306,296					$	229,511					$	161,121					$	390,632
Transferred at point in time			101,370						105,557						206,927						106,899						121,527						228,426
Total revenue			$	295,036					$	218,187					$	513,223					$	336,410					$	282,648					$	619,058

Contract assets consisted of the following:

			September 30, 2026
			(in thousands)
Balance as of January 1, 2026			$	114,918
Additions			260,015
Transfers to accounts receivable			(240,791)
Balance as of September 30, 2026			$	134,142

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Contract liabilities consisted of the following:

			September 30, 2026
			(in thousands)
Balance as of January 1, 2026			$	35,249
Additions			111,956
Revenue recognized			(92,924)
Balance as of September 30, 2026			$	54,281

Revenue recognized during the nine months ended September 30, 2026 and 2025 that was included in the contract liabilities balance at the beginning of such periods was $35.0 million and $46.4 million, respectively.

Transaction Price Allocated to the Remaining Performance Obligations

As of September 30, 2026, the aggregate amount of the transaction price allocated to the unsatisfied or partially unsatisfied performance obligations was $434.0 million. As of September 30, 2026, the Company expected to recognize substantially all of the revenue from the total remaining performance obligations over the next 12 months. Contract modifications could affect both the timing to complete as well as the amount to be received as the Company fulfills the related remaining performance obligations.

10. Accrued Expenses

Accrued expenses consisted of the following:

						September 30, 2026						December 31, 2025
						(in thousands)
			Accrued vendor costs			$	35,184					$	38,049
			Accrued payroll and employee related liabilities			27,683						38,119
			Provisions—restructuring			4,962						858
			Provisions—warranty			4,906						8,371
			Provisions—environmental(a)			3,219						3,236
			Provisions for loss contingencies			433						1,962
			Accrued interest			4,594						646
			Accrued sales and other taxes			218						220
			Other			5,715						4,319
			Accrued expenses			$	86,914					$	95,780

(a).Costs of future estimated expenditures for environmental remediation liabilities are not discounted to their present value due to the timing of the future expenditures not being reliably determinable. The environmental remediation liability is related to two plants.

The following table describes the changes to the Company’s warranty liability:

			September 30, 2026
			(in thousands)
Balance as of January 1, 2026			$	8,371
Accrued expense			1,152
Payments			(1,385)
Provision reversed during the period			(3,369)
Currency translation differences			137
Balance as of September 30, 2026			$	4,906

We recognized warranty expense of $0.4 million and $1.2 million for the three and nine months ended September 30, 2026, respectively, and $1.5 million and $4.2 million for the three and nine months ended September 30, 2025, respectively. These expenses were recorded in our Condensed Consolidated Statements of Income within Total cost of sales.

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HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

11. Other Liabilities

Other liabilities consisted of the following:

			September 30,  2026						December 31, 2025
			(in thousands)
Deferred tax liabilities			$	24,514					$	17,404
Pension and other post—retirement liabilities			20,598						21,142
Contingent considerations—related party			8,291						8,291
Tax receivable agreement liability			3,760						—
Provisions long-term			1,315						1,227
Other long-term liabilities (a)			6,239						6,259
Total			$	64,717					$	54,323

(a).Other long-term liabilities include $3.7 million of contingent consideration related to the Drillform acquisition, as of both September 30, 2026, and December 31, 2025.

12. Equity

Prior to the IPO, the capital structure of HMH B.V. consisted of two different classes of ordinary shares, 100 Class A ordinary shares and 100 Class B ordinary shares at €1.00 par value each. Baker Hughes and Akastor as Principal Stockholders owned all of the equity interests in HMH B.V.

Amendment and Restatement of Certificate of Incorporation

In connection with the reorganization, the certificate of incorporation of HMH was amended and restated, among other things, to provide for the authorization of (i) 1,000,000,000 shares of Class A common stock, (ii) 500,000,000 shares of Class B common stock and (iii) 10,000,000 shares of preferred stock.

The holders of Class A common stock have both voting and economic rights, including rights to dividends and liquidation proceeds. In contrast, holders of Class B common stock have voting rights only and are not entitled to dividends or liquidation distributions.

Reorganization and Initial Public Offering

The following is a summary of the securities reclassified in connection with the reorganization transactions and IPO:

•HMH B.V. underwent a 346,774.96 for 1 stock split, after which Baker Hughes owned 17,338,748 B.V. Voting Class A Shares and 17,338,748 B.V. Voting Class B Shares and Akastor owned 17,338,748 B.V. Voting Class A Shares and 17,338,748 B.V. Voting Class B Shares.

•HMH B.V. recapitalized to convert (i) 32,577,496 B.V. Voting Class A Shares to B.V. Non-Voting Class A Shares and (ii) 32,577,496 B.V. Voting Class B Shares to B.V. Non-Voting Class B Shares.

•HMH and the Principal Stockholders entered into an exchange agreement under which the Principal Stockholders may, subject to certain limitations, exchange their HMH B.V. non‑voting Class A and Class B ordinary shares, together with an equivalent number of shares of Class B common stock in HMH, for shares of Class A common stock on a one‑for‑one basis or, at the Company's election, for cash.

•On April 2, 2026, HMH completed the IPO of 10,520,000 shares of Class A common stock, and received net proceeds of approximately $197.8 million after deducting the underwriters’ discounts and offering fees of $12.6 million. HMH also granted the IPO underwriters a 30-day over-allotment option to purchase additional shares of Class A common stock on the same terms. On April 30, 2026, the underwriters partially exercised the option for 685,844 shares of Class A common stock, resulting in additional net proceeds of $12.9 million, after deducting the underwriters’ discounts and offering fees of $0.8 million.

•HMH used approximately $39.5 million of the net proceeds from the IPO as the cash consideration to purchase an aggregate of 2,100,000 B.V. Voting Class A Shares and 2,100,000 B.V. Voting Class B Shares from the Principal Stockholders, and the Principal Stockholders received 32,577,496 shares of Class B common stock in HMH in exchange for relinquishing voting rights on 32,577,496 of their B.V. Voting Class A Shares and 32,577,496 of their B.V. Voting Class B Shares.

•HMH contributed the remaining net proceeds from the IPO to HMH B.V. in exchange for B.V. Voting Shares, consisting of 8,420,000 B.V. Voting Class A Shares and 8,420,000 B.V. Voting Class B Shares, such that, after the exchange, HMH held, after taking into account the B.V. Voting Shares acquired from the Principal Stockholders, one B.V. Voting Class A Share and one B.V. Voting Class B Share, respectively, for each share of our Class A common stock outstanding following the IPO and reorganization.

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PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

•On May 5, 2026, HMH contributed all of the net proceeds from the underwriters’ exercise of the over-allotment option of $12.9 million to HMH B.V. in exchange for an additional 685,844 B.V. Voting Class A Shares and 685,844 B.V. Voting Class B Shares. HMH B.V. used such additional net proceeds to purchase in equal proportion from the Principal Stockholders an aggregate number of shares of the Company's Class B common stock, B.V. Non-Voting Class A Shares and B.V. Non-Voting Class B Shares equal to the number of shares of the Company’s Class A common stock purchased by the underwriters pursuant to the exercise of the over-allotment option.

After giving effect to these transactions, including 836,781 shares of the Company’s Class A common stock issuable upon the consummation of the IPO pursuant to equity awards granted to employees that vested in connection with the IPO, Baker Hughes and Akastor each owned 15,945,826 shares of the Company’s Class B common stock, collectively representing approximately 73% of the total voting power of the Company’s capital stock, and each owned 15,945,826 B.V. Non-Voting Class A Shares and 15,945,826 B.V. Non-Voting Class B Shares, collectively representing an approximately 73% equity interest in HMH B.V. and 0% voting power of the equity in HMH B.V.

Non-controlling Interest

Following the reorganization and the IPO, HMH consolidates the full results of HMH B.V. and its subsidiaries. The portion of the net assets and results of HMH B.V. attributable to the economic interests retained by the Principal Stockholders through their B.V. non‑voting shares is presented as non-controlling interest in the Company's consolidated financial statements. Upon the reorganization, the Company recognized a non-controlling interest of approximately $642.1 million, with a corresponding adjustment to the Condensed Consolidated Statements of Changes in Equity. The non-controlling interest is subsequently adjusted for the Principal Stockholders’ proportionate share of net income and other comprehensive income of HMH B.V. and is reduced as Principal Stockholders exercise their exchange rights, at which point the corresponding economic interest is reclassified from non-controlling interest to equity attributable to HMH Holding Inc.

The following table summarizes the change in ownership of HMH B.V.:

			Ownership																		Ownership Percentage
			HMH Holding Inc.						Non-controlling Interests						Total						HMH Holding Inc.						Non-controlling Interests						Total
Balance as of April 2, 2026			16,840,000						69,354,992						86,194,992						19.5		%				80.5		%				100		%
Purchase of HMH B.V. Shares			4,200,000						(4,200,000)						—						4.9		%				(4.9)		%				—		%
Partial Exercise of Underwriters Purchase Option			1,371,688						(1,371,688)						—						1.6		%				(1.6)		%				—		%
Issuance under the Equity Based Compensation Plan			1,991,320						—						1,991,320						1.7		%				(1.7)		%				—		%
Balance as of September 30, 2026 (a)			24,403,008						63,783,304						88,186,312						27.7		%				72.3		%				100.0		%

(a).Includes the impact of incremental vesting of equity-based awards during the third quarter of 2026.

As of September 30, 2026, the 63,783,304 total B.V. Non-Voting Class A Shares and B.V. Non-Voting Class B Shares together with 31,891,652 shares of the Company’s Class B common stock could be exchanged for 31,891,652 shares of the Company’s Class A common stock.

Treasury Stock

Repurchases of the Company's Class A common stock are included in treasury stock at the cost of shares repurchased.

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income (loss) consisted of the following:

			September 30,  2026						December 31, 2025
			(in thousands)
Hedging reserve adjustments			$	—					$	465
Pension remeasurement reserve adjustments			715						2,691
Currency translation reserve adjustments			1,706						1,083
Total			$	2,421					$	4,239

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PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

13. Share-based Compensation

Pre-IPO Plans

Prior to the IPO, the Board of Directors of the Company (the “Board”) established the founders’ phantom equity award, the 2022 long-term incentive program, the 2023 long-term incentive program, the 2024 long-term incentive program and the 2025 long-term incentive program (collectively, the “Pre-IPO Plans”) as award programs for management and certain key personnel to entitle them to compensation when certain strategic goals are met. The 2026 Plan (as defined herein) replaced the Pre-IPO Plans, and no additional awards will be granted under those historical plans. In connection with the closing of the IPO, all outstanding equity awards previously granted under the Pre-IPO Plans were replaced with substantially similar awards under the 2026 Plan (the “Replacement Awards”).

2026 Long-term Incentive Plan

On March 31, 2026, the Board approved the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “2026 Plan”), which became effective upon the closing of the IPO. The 2026 Plan authorizes the grant of incentive stock options, RSUs, and other equity-based awards to eligible employees, non-employee directors, and consultants. As of September 30, 2026, the Company has reserved a maximum of 2.2 million shares of Class A common stock for issuance under the 2026 Plan, of which approximately 1.4 million shares are available for issuance of future awards. This share reserve includes an evergreen provision allowing for an annual increase of up to 5% of outstanding shares, effective on the first day of each fiscal year at the discretion of the Board. The Company has reserved an additional 1,500,714 shares of Class A common stock for issuance under the 2026 Plan to be used exclusively to satisfy the obligations under the Replacement Awards.

Share-based compensation cost

The following table summarizes total share-based compensation expense by financial statement line item:

			Three Months Ended September 30, 2026						Nine Months Ended September 30, 2026
			(in thousands)
Selling, general, and administrative expenses			$	2,227					$	24,498
Cost of sales			116						620
Total share-based compensation cost (a)			$	2,343					$	25,118

(a).For the nine months ended September 30, 2026, total share-based compensation cost included $22.5 million related to pre-IPO share based awards recognized upon consummation of the IPO.

As of September 30, 2026, there was approximately $16.3 million of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under both the Pre-IPO Plans and the 2026 Plan. This cost is expected to be recognized over a weighted-average period of 2.30 years.

Restricted stock:

RSUs generally vest over a three-year period, with fair value determined by the closing market price of the Company’s Class A common stock on the date of grant. The following table presents a summary of RSU activity for the nine months ended September 30, 2026:

			Restricted Stock Units						Weighted Average Price on the Date of Grant
			(in thousands, except per share amounts)
Balance as of January 1, 2026			—						$	—
Converted at IPO			1,204						15.89
Post-IPO grant			355						18.68
Vested (a) (b)			(1,063)						15.19
Balance as of September 30, 2026			496						19.38

(a).Includes 0.9 million shares vested upon consummation of the IPO.

(b).During the three and nine months ended September 30, 2026, the total grant date fair value of restricted stock unit awards that vested was $2.6 million and $16.1 million, respectively.

Performance share units:

PSUs generally cliff vest three years from the date of grant, with their grant-date fair value measured utilizing a Monte Carlo simulation model. For the 2026 PSU grant, the number of shares of Class A common stock issuable is determined by comparing the Company’s Total Shareholder Return Compound Annual Growth Rate (TSR CAGR) against the TSR CAGR of the peer group over a three-year performance period ending December 31,

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PART I - FINANCIAL INFORMATION (CONT’D.)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2028. Initial payouts range from 0% to 200% of target. The following table presents a summary of PSU activity for the nine months ended September 30, 2026:

			Performance Share Units						Weighted Average Price on the Date of Grant
			(in thousands, except per share amounts)
Balance as of January 1, 2026			—						$	—
Converted at IPO			520						18.39
Post-IPO Grant			225						27.05
Vested (a) (b)			(301)						15.01
Balance as of September 30, 2026			444						25.08

(a).Includes 0.2 million shares vested upon consummation of the IPO.

(b).During the three and nine months ended September 30, 2026, the total grant date fair value of performance share units that vested was $2.3 million and $4.5 million, respectively.

The Company estimated the grant date fair value of PSU awards using the following weighted average assumptions:

			September 30,  2026
Risk free interest rate			4.15		%
Stock price volatility			56.00		%
Contracted expected term in years			3
Expected dividend yield			—
Grant date price of HMH common stock			$	18.66

14. Employee Benefit Expenses

The components of net periodic cost recognized in Selling, general and administrative expenses in our Condensed Consolidated Statements of Income consisted of the following:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in thousands)
Service cost			$	45					$	127					$	128					$	373
Interest cost			178						185						523						542
Amortization of net actuarial loss			8						23						23						67
Net periodic cost			$	231					$	335					$	674					$	982

15. Income Taxes

Provision for Income Taxes

We recorded a tax provision of $7.2 million and $8.5 million for the three and nine months ended September 30, 2026, respectively, compared to tax provisions of $4.3 million and $14.8 million for the corresponding prior year periods, respectively. The increase in our tax provisions for the three months ended September 30, 2026 was primarily attributable to shifts in the Company’s geographic mix of income, which unfavorably altered our estimated annual effective tax rate. The decreases in our tax provisions for the nine months ended September 30, 2026 were primarily attributable to stock compensation expenses recorded in 2026 upon completion of the IPO and shifts in the Company’s geographic mix of income, which unfavorably altered our estimated annual effective tax rate. Consequently, our effective tax rate shifted to 41.0% and 48.1% for the three and nine months ended September 30, 2026, respectively, compared to 21.5% and 31.9% for the same periods in 2025, respectively.

These fluctuating effective rates were heavily driven by valuation allowances on losses in certain foreign jurisdictions where tax benefits cannot currently be realized, along with the ongoing impacts of localized withholding taxes, statutory jurisdictional rate differentials, and pass-through non-controlling interests related to U.S. income taxed at the owner level. For the nine months ended September 30, 2026, our income tax included the impact of a $22.5 million stock-based compensation expense related to pre-IPO stock-based awards and certain related transaction costs.

Tax Receivable Agreement

On April 2, 2026, the Company entered into a Tax Receivable Agreement (the “TRA”) with HMH B.V. and the Principal Stockholders. The TRA requires the Company to pay 85% of the net cash savings, if any, actually realized or deemed to be realized in certain circumstances to the Principal Stockholders in connection with U.S. federal, state, local and foreign income taxes and franchise taxes resulting from (i) acquisitions of B.V. Voting

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Shares from the Principal Stockholders by the Company in connection with the IPO, (ii) the acquisition of B.V. Non-Voting Shares from the Principal Stockholders using the net proceeds from any future offering, (iii) redemptions or exchanges of B.V. Non-Voting Shares by the Principal Stockholders and the corresponding number of shares of the Company’s Class B common stock for shares of the Company’s Class A common stock or cash or (iv) tax benefits related to imputed interest deemed arising as a result of payments made under the TRA.

During the nine months ended September 30, 2026, the Company recorded a TRA liability of $3.8 million. The Company also recorded a deferred tax liability of $2.0 million, resulting from the difference between the book and tax basis of the Company’s investment in HMH B.V. which was reflected in Additional paid-in capital in our Condensed Consolidated Balance Sheet as of September 30, 2026.

16. Commitments and Contingencies

We are involved in various claims and legal actions arising in the ordinary course of business. A liability is recognized in our consolidated financial statements when a loss is considered probable and amounts can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, we will disclose the nature of the claim and, if possible, an estimate of the loss or range of loss. We believe it is remote that outcomes of such known matters would have a material adverse impact on our consolidated financial position, results of operations or liquidity.

Restructuring

The Company has taken a substantial workforce decrease and reorganization in recent years, driven by the desire to increase efficiency and flexibility and rationalize its footprint. In January 2025, the Company initiated a restructuring plan primarily focused on global workforce reductions and the reorganization of facilities in Horten and Fornebu, Norway. In 2026, the Company expanded the scope of this restructuring plan to include the reorganization of its operations in Mexico and the Mobile facility in the U.S. These initiatives impacted 210 individuals, comprising 110 employees in Norway, 60 employees in Mexico, 25 employees in Germany and 15 employees in the U.S.

We recognized restructuring and other expenses of $2.2 million and $7.2 million for the three and nine months ended September 30, 2026, respectively, compared to $0.1 million and $4.4 million for the three and nine months ended September 30, 2025. Restructuring and other expenses for the three and nine months ended September 30, 2026 included $0.2 million in right-of-use (ROU) asset impairment charges for both periods. For the three and nine months ended September 30, 2025, restructuring and other expenses included none and $1.8 million in ROU asset impairment charges, respectively.

The following table summarizes the changes to the Company’s provision balance for restructuring and other charges:

						September 30,  2026
						(in thousands)
Balance at the beginning of the period						$	2,085
Additions for costs expensed						7,178
Reductions for payments						(2,823)
Foreign currency translation						41
Balance at the end of the period						$	6,481

Other

In the normal course of business with customers, vendors and others, the Company has issued various bank guarantees, such as advance payment guarantees, surety bonds, performance guarantees, bid bonds, customs and tax guarantees to guarantee the Company’s performance as it relates to contracts with customers, contract bidding, customs duties, tax appeals and obligations in various jurisdictions. As of September 30, 2026, the Company had outstanding bank guarantees of $25.3 million. As of September 30, 2026, none of these guarantees either has, or is likely to have, a material impact on the Company’s financial position, results of operations or cash flows as the Company expects to comply with the underlying performance requirements.

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PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

17. Related Party Transactions

The following tables set forth a summary of transactions and balances with significant related parties:

						Baker Hughes Holdings LLC						Akastor AS												Other Baker Hughes companies						Other Akastor companies						Tanajib Holding Company						Total
						(in thousands)
Condensed Consolidated Statements of Income
Three Months Ended September 30, 2026
Revenue						$	—					$	—											$	41					$	4					$	—					$	45
Interest expense, net						—						—												—						—						—						—
Nine Months Ended September 30, 2026
Revenue						$	—					$	—											$	216					$	716					$	—					$	932
Interest expense, net						(2,182)						(538)												—						—						—						(2,720)
Condensed Consolidated Balance Sheets
As of September 30, 2026
Related party accounts receivable						$	—					$	—											$	1,648					$	130					$	—					$	1,778
Related party notes receivable—current						—						1,544												—						—						2,915						4,459
Related party notes receivable						—						19,283												—						—						3,493						22,776
Accounts payable—related party						9						—												—						3						—						12
Tax receivable agreement liability						1,880						—												—						1,880						—						3,760
Other liabilities						384						7,907												—						—						—						8,291

						Baker Hughes Holdings LLC						Akastor AS						Other Baker Hughes companies						Other Akastor companies						Tanajib Holding Company						Total
						(in thousands)
Condensed Consolidated Statements of Income
Three Months Ended September 30, 2025
Revenue						$	—					$	—					$	56					$	137					$	—					$	193
Interest expense, net						(2,094)						(501)						—						—						—						(2,595)
Nine Months Ended September 30, 2025
Revenue						$	—					$	—					$	130					$	315					$	—					$	445
Interest expense, net						(6,095)						(1,457)						—						—						—						(7,552)
Condensed Consolidated Balance Sheets
As of December 31, 2025
Related party accounts receivable						$	—					$	424					$	942					$	133					$	—					$	1,499
Related party notes receivable—current						—						1,544						—						—						2,109						3,653
Related party notes receivable						4,654						24,545						—						—						4,405						33,604
Accounts payable—related party						—						—						102						5						—						107
Long-term debt, net—related party						112,471						31,261						—						—						—						143,732
Other liabilities						384						7,907						—						—						—						8,291

18. Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and evaluated on a regular basis by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. As of September 30, 2026 and 2025, the Company had two operating segments, ESS and PCS. The Company has identified its reportable segments based on the nature of the products and services, markets served and pricing and go-to-market strategies.

•ESS is a supplier of drilling solutions and complete topside drilling packages and services to both onshore and offshore oil and gas customers. Key product offerings consist of overhaul, equipment installation and commissioning, services account management, 24/7 technical support, logistics, engineering upgrades, spare parts supply and training and condition-based maintenance. The ESS segment is derived from the acquisition of MHWirth AS.

•PCS is a supplier of integrated drilling products and services. Key product offerings consist of blowout preventer systems, controls and drilling riser equipment, spare parts supply for rig operations and maintenance programs, overhaul and recertification and reactivation of rigs and technical and operational rig support. The PCS segment is derived from the acquisition of Subsea Drilling Systems.

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PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In addition to its reportable segments, the Company has corporate operations (Headquarters) which include general corporate expenses. Headquarters includes certain corporate stewardship items discussed below necessary to reconcile the reportable segments to the Company’s total amounts.

The CODM, who is the Company’s Chief Executive Officer, uses segment operating income as the primary financial measure to evaluate segment performance. Segment operating income is defined as income before taxes (excluding certain corporate stewardship costs which are not allocable to the segments, such as legal, certain corporate finance functions and centrally managed initiatives, other non-operating items, and depreciation and amortization related to certain long-lived assets, including the headquarters office space), net other operating expenses (income), net foreign currency gain (loss), net other non-operating income (loss), and net interest income (expense). Inter-segment pricing is determined on an arm’s length basis. The CODM uses segment operating income in the budget and forecasting process and to monitor budget versus actual results, which are used in assessing the performance of the segments and to allocate resources to the segments. Segment assets are not reported to, or used by, the CODM to allocate resources to or assess performance of the Company’s segments.

The following table presents the reconciliation of reportable segment revenues:

						2026																		2025
						ESS						PCS						Total						ESS						PCS						Total
Three Months Ended September 30,						(in thousands)
Revenues from external customers						$	96,686					$	74,394					$	171,080					$	103,322					$	113,849					$	217,171
Intersegment revenue						3,480						2,607						6,087						6,395						1,073						7,468
Total segment revenue						$	100,166					$	77,001					$	177,167					$	109,717					$	114,922					$	224,639
Elimination of intersegment revenue																		(6,087)																		(7,468)
Total consolidated revenue																		$	171,080																	$	217,171
Nine Months Ended September 30,
Revenues from external customers						$	295,036					$	218,187					$	513,223					$	336,410					$	282,648					$	619,058
Intersegment revenue						11,495						8,491						19,986						11,203						7,846						19,049
Total segment revenue						$	306,531					$	226,678					$	533,209					$	347,613					$	290,494					$	638,107
Elimination of intersegment revenue																		(19,986)																		(19,049)
Total consolidated revenue																		$	513,223																	$	619,058

The following table presents the reconciliation of segment performance:

			Three Months Ended September 30, 2026																		Three Months Ended September 30, 2025
			ESS						PCS						Total						ESS						PCS						Total
			(in thousands)
Revenues from external customers(a)			$	96,686					$	74,394											$	103,322					$	113,849
Cost of sales			(66,099)						(46,827)												(78,903)						(78,502)
Selling, general and administrative expenses			(13,262)						(15,051)												(17,018)						(12,133)
Research and development expenses			(125)						(97)												—						(98)
Restructuring and other expenses(b)			(1,886)						(288)												(104)						—
Total segment operating income			$	15,314					$	12,131					$	27,445					$	7,297					$	23,116					$	30,413
Unallocated corporate costs(c)															(5,615)																		(2,210)
Foreign currency gain (loss)															(113)																		74
Other non-operating income (loss)															(441)																		229
Interest expense															(3,759)																		(8,334)
Income before income taxes															$	17,517																	$	20,172

24

PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

			Nine Months Ended September 30, 2026																		Nine Months Ended September 30, 2025
			ESS						PCS						Total						ESS						PCS						Total
			(in thousands)
Revenues from external customers(a)			$	295,036					$	218,187											$	336,410					$	282,648
Cost of sales			(198,944)						(140,139)												(249,313)						(201,520)
Selling, general and administrative expenses			(58,638)						(58,941)												(55,082)						(35,378)
Research and development expenses			(810)						(597)												(1,235)						(543)
Restructuring and other expenses(b)			(2,147)						(5,031)												(4,055)						(392)
Total segment operating income			$	34,497					$	13,479					$	47,976					$	26,725					$	44,815					$	71,540
Unallocated corporate costs(c)															(11,814)																		(6,580)
Foreign currency gain (loss)															(2,932)																		7,015
Other non-operating income (loss)															(854)																		876
Interest expense															(14,657)																		(26,619)
Income before income taxes															$	17,719																	$	46,232

(a)As the CODM does not regularly review intersegment revenue, it is excluded from the determination of total segment operating income. The CODM uses revenue from external customers to assess performance and allocate resources.

(b)Restructuring and other expenses consist of severance costs primarily related to workforce reductions and impairment of right-of-use assets.

(c)Unallocated corporate costs include certain centralized corporate stewardship costs that are not allocable to the segments and are included in Selling, general and administrative expenses in our Condensed Consolidated Statements of Income.

19. Earnings per Share

Basic earnings per share is calculated by dividing the net income (loss) attributable to the Company during the period by the weighted average number of shares of Class A common stock outstanding during the same period. For the periods following the IPO, shares of Class B common stock are excluded from the computation of basic and diluted earnings per share, as these shares represent nonparticipating securities with no rights to dividends or earnings.

For periods prior to the IPO, we treated the Corporate Reorganization as a merger of entities under common control and retrospectively reflected earnings per share as though these transactions occurred at the earliest period presented. We allocated historical net income (loss) between Class A common stockholders and non-controlling interests based on their respective share ownership, with Class A and Class B share equivalents calculated from the HMH B.V. shares held by the Principal Stockholders.

The calculation of basic and diluted weighted average shares used for calculating earnings (loss) per share for the three and nine months ended September 30, 2025 does not include the 11.2 million shares of Class A common stock sold in the IPO.

The following table reconciles the figures used to calculate basic and diluted net income per share for common stock:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in thousands)
Numerator (in thousands)
Net income			$	10,341					$	15,829					$	9,197					$	31,475
Less: Net income (loss) attributable to non-controlling interests			5,358						(357)						(4,210)						228
Net income attributable to HMH Holding Inc.			$	4,983					$	16,186					$	13,407					$	31,247
Denominator (actual shares)
Weighted-average shares of common stock for HMH and HMH B.V. outstanding—basic			12,094						69,355						7,963						69,355
Effect of dilutive securities			329						—						653						—
Weighted-average shares of common stock outstanding—diluted			12,423						69,355						8,616						69,355
Net income per share of common stock (actual)
Basic			$	0.41					$	0.23					$	1.68					$	0.45
Diluted			$	0.40					$	0.23					$	1.56					$	0.45

We apply the treasury stock method to certain equity-based compensation awards and the "if-converted" method to determine the dilutive impact of the associated exchange rights on weighted-average common shares outstanding.

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PART I - FINANCIAL INFORMATION (CONT’D.)

HMH HOLDING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table details the actual potential common shares excluded from the diluted share calculation because their effect would be anti-dilutive:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
Restricted common stock			—						—						—						—
Performance share units			68,840						—						24,563						—

As of September 30, 2026, the 63,783,304 total B.V. Non-Voting Class A Shares and B.V. Non-Voting Class B Shares together with 31,891,652 shares of the Company’s Class B common stock could be exchanged for 31,891,652 shares of the Company’s Class A common stock.

26

PART I - FINANCIAL INFORMATION (CONT’D.)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with the unaudited consolidated financial statements and accompanying notes for the quarter ended September 30, 2026 included under Item 1. Financial Statements of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and accompanying notes in the Final Prospectus. This discussion contains forward-looking statements that involve risks, assumptions and uncertainties that could cause actual results to differ materially from our expectations. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those described under “Risk Factors,” in the Final Prospectus and the Form S-1.

In this section, references to “HMH Holding,” the “Company,” “we,” “us,” or “our” refer to HMH Holding Inc. and its subsidiaries, unless otherwise indicated or the context otherwise requires.

Company Overview

We are a leading provider of highly engineered, mission-critical equipment solutions, providing customers with a comprehensive portfolio of drilling equipment, services and systems utilized in oil and gas drilling operations, both offshore and onshore. Our global reach, technical expertise and innovative product offerings, coupled with our integrated operations from manufacturing to aftermarket services, allow us to provide customers with first class technology, engineering and project management services through the entire asset lifecycle of the equipment we provide. In addition, we are growing our portfolio of products and services to adjacent industries, such as mining. The complexity and criticality of our installed equipment drive customers to choose us for their aftermarket support, particularly in the offshore environment, which is subject to extensive regulation.

We are a global company, with locations in 15 countries and sales in over 80 countries. We sell equipment and services to three core customer categories across the markets that we serve: (i) drilling contractors; (ii) operators, including both oil and gas E&P companies and mining companies onshore and offshore; and (iii) manufacturers, consisting of shipyards and manufacturers of capital equipment. In addition to providing a range of equipment, spare parts, recurring aftermarket services and digital solutions to the onshore and offshore oil and gas drilling industry, we provide equipment and services to the onshore and subsea mining industry.

Our comprehensive portfolio of offerings, supported by integrated delivery capabilities and broad range of applications, enables us to address a full range of customer priorities. Our offerings are broadly categorized as:         

Sales of Projects and Products. This includes (i) comprehensive drilling equipment packages containing a full suite of components needed for a newbuild or reactivated drilling rig and (ii) individual or grouped components of drilling and pressure control equipment that facilitate customers maintaining and upgrading their existing fleet. During the three and nine months ended September 30, 2026, we derived 9.8% and 13.7% of our revenue from sales of projects and products, respectively, compared to 24.9% and 27.1% during the three and nine months ended September 30, 2025, respectively.         

Aftermarket Services. This includes services on installed equipment and integrated digital solutions. Our aftermarket services facilitate customers maintaining and improving the lifespan, safety and efficiency of their existing drilling rig fleets. During the three and nine months ended September 30, 2026, we derived 56.8% and 50.3% of our revenue from aftermarket services, respectively, compared to 48.3% and 45.3% during the three and nine months ended September 30, 2025, respectively.         

Sales of Spare Parts. This includes replacement parts for installed equipment used in oil and gas drilling operations. During the three and nine months ended September 30, 2026, we derived 33.4% and 36.0% of our revenue from sales of spare parts, respectively, compared to 26.8% and 27.5% during the three and nine months ended September 30, 2025, respectively.

Recent Developments

On April 2, 2026, we completed our initial public offering (the “IPO”) of 10,520,000 shares of our Class A common stock, par value $0.01 (“Class A common stock”), representing approximately 24% of the equity interests in the Company, at a price to the public of $20.00 per share. The net proceeds from the IPO were approximately $197.8 million, after deducting the underwriters’ discounts. On April 30, 2026, the underwriters elected to exercise their option to purchase an additional 685,844 shares of Class A common stock. Net proceeds from this exercise were $12.9 million after deducting discounts and offering fees of $0.8 million. See Note 1—“Basis of Presentation and Summary of Significant Accounting Policies” in the notes to the Condensed Consolidated Financial Statements.

In connection with the IPO, we entered into the transactions described in our Current Report on Form 8-K filed with the SEC on April 2, 2026.

The results of operations discussed in this Quarterly Report on Form 10-Q include those of HMH B.V. prior to the completion of our IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the IPO and related corporate reorganization, as discussed in “Corporate Reorganization” in Note 1—“Basis of Presentation and Summary of Significant Accounting Policies” of the notes to the Condensed Consolidated Financial Statements, had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

Market Conditions

Oil and gas play a critical role in enabling modern society to function and providing increased standards of living to the global population. We believe that oil and gas will continue to play a leading role in the future global energy mix. While the world will take the needed efforts to diversify its energy supply into renewables and more sustainable forms of energy, including nuclear, the International Energy Agency estimates that oil and

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PART I - FINANCIAL INFORMATION (CONT’D.)

gas will nonetheless comprise 45% of global energy supply in 2050 and that global energy consumption is expected to increase to 533 exajoules by 2050, a 20% increase from 2023 levels and a 41% increase from 2010 levels.

Our business is driven by the number of drilling rigs working globally onshore and offshore (particularly those drilling rigs on which our equipment is installed), which in turn is driven by oil and gas demand, levels of global drilling activity and spending by E&P operators associated with supplying oil and gas. As demand for contracted drilling rigs increases, our customers may seek to replace existing equipment that is in need of major refurbishment or no longer operational, upgrade the capacities of their existing drilling rigs with our highly engineered, integrated drilling solutions or retrofit a new comprehensive drilling package or entire newbuild drilling rig. We provide ongoing aftermarket services and spare part sales on drilling rigs with our installed equipment, as well as rigs with equipment from other original equipment manufacturers, allowing us to capture recurring revenues throughout the lifecycle of a drilling rig.

As drilling rigs work and age, and as increasingly complex wells generate more wear-and-tear, we benefit from the resulting additional demand for our products, aftermarket services and spare parts. Historically, we have seen aftermarket-driven demand growth as offshore drilling activity increases, and we expect that pattern to continue. Additionally, as our customers bring offshore rigs that are warm stacked or cold stacked back into service, the revenue base for our aftermarket services and spare parts increases. This is in addition to our benefitting from the revenue opportunities from equipment upgrades associated with such reactivations.

Demand related to onshore oil and gas drilling activity tends to be shorter cycle and regionally focused as each market may have specific dynamics that vary from location to location. Since the cyclical trough in activity during the last commodity price decline and COVID-19, the total number of active land rigs has increased and, in the key Middle East market, the demand for modern, high-spec land rigs capable of supporting complex drilling operations has resulted in newbuild opportunities. In the North American unconventional market, efficiency gains in drilling and completion activity have resulted in production increasing without a corresponding increase in rig counts, implying each active rig is drilling more wells and more footage in a given period than previously. This increased cadence of drilling activity in challenging subsurface environments and more complex, longer lateral wells create increased wear-and-tear on equipment, resulting in additional demand for our products, aftermarket services and spare parts.

We continue to operate in a volatile geopolitical environment, including recent escalations in the conflict in the Middle East and disruptions across key energy corridors, including the Strait of Hormuz. These developments have heightened uncertainty around global energy supply and prices. These factors may drive short-term volatility in certain regional markets, particularly onshore and jack-up activities in the Middle East. However, our business mix is increasingly weighted towards long-term offshore projects outside of the Middle East, which are advancing largely as planned. Supported by improving offshore drilling activity, we have seen growth in backlog and higher utilization of our products and services, reinforcing our overall positive outlook for global oil and gas activity.

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PART I - FINANCIAL INFORMATION (CONT’D.)

Consolidated Results of Operations

The following table sets forth certain Condensed Consolidated Statement of Income data:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in thousands)
Revenue
Service revenue			$	97,128					$	104,838					$	258,209					$	280,678
Product revenue			16,705						53,954						69,198						167,424
Spare parts revenue			57,202						58,186						184,884						170,511
Related party revenue			45						193						932						445
Total revenue			171,080						217,171						513,223						619,058
Operating expenses
Cost of services sold			63,733						71,737						175,557						192,486
Cost of goods sold – products			19,905						52,441						61,799						152,560
Cost of goods sold – spare parts			29,288						33,227						101,727						105,787
Total cost of sales			112,926						157,405						339,083						450,833
Selling, general and administrative expenses			33,928						31,361						129,393						97,040
Research and development expenses			222						98						1,407						1,778
Restructuring and other expenses			2,174						104						7,178						4,447
Total operating expenses			149,250						188,968						477,061						554,098
Operating income			21,830						28,203						36,162						64,960
Foreign currency gain (loss), net			(113)						74						(2,932)						7,015
Other non-operating income (loss), net			(441)						229						(854)						876
Interest income (expense), net			(3,759)						(8,334)						(14,657)						(26,619)
Income before income taxes			17,517						20,172						17,719						46,232
Income tax expense			(7,176)						(4,343)						(8,522)						(14,757)
Net income			$	10,341					$	15,829					$	9,197					$	31,475

Revenue: The following table sets forth disaggregated revenue by segment:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in thousands)
Revenue
Service revenue - ESS			$	62,948					$	40,035					$	160,916					$	138,155
Product revenue - ESS			5,744						33,038						35,811						111,237
Spare parts revenue - ESS			27,994						30,249						98,309						87,018
Total revenue - ESS			$	96,686					$	103,322					$	295,036					$	336,410
Service revenue - PCS			$	34,180					$	64,803					$	97,293					$	142,523
Product revenue - PCS			11,006						21,109						34,319						56,632
Spare parts revenue - PCS			29,208						27,937						86,575						83,493
Total revenue - PCS			$	74,394					$	113,849					$	218,187					$	282,648
Total revenue			$	171,080					$	217,171					$	513,223					$	619,058

We generate our revenue primarily from three broadly categorized offerings: (i) product revenue, which comprises revenue from sales of projects and products and includes (a) comprehensive drilling equipment packages containing a full suite of components needed for a newbuild or reactivated drilling rig and (b) individual or grouped components of drilling and pressure control equipment that facilitate customers maintaining and upgrading their existing fleet, (ii) service revenue, which comprises aftermarket services relating to installed equipment and integrated digital solutions, and (iii) spare parts revenue, which includes replacement spare parts. We also generate our revenue from related parties via sales to Baker Hughes and Akastor through its affiliates, which primarily consists of sales of products and services consistent in nature with those of external parties.

Total revenue decreased by $46.1 million, or 21.2%, and $105.8 million, or 17.1%, for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods. The declines were primarily due to lower product and contract service agreements partially offset with higher repairs, field service and digital technology.

Product revenue decreased by $37.4 million, or 69.1%, and $97.7 million, or 58.2%, for the three and nine months ended September 30, 2026, respectively. The decrease in product revenue, compared to the prior-year periods, reflects our lower equipment backlog volume and delays in the

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PART I - FINANCIAL INFORMATION (CONT’D.)

Middle East due to the ongoing conflict.

Service revenue decreased by $7.7 million, or 7.4%, and $22.5 million, or 8.0%, for the three and nine months ended September 30, 2026, respectively. The decrease in Service revenue, compared to the prior-year periods, reflects reduction in contract service agreements partially offset by stronger digital technology and repair volume. Spare parts revenue decreased by $1.0 million, or 1.7%, and increased by $14.4 million, or 8.4%, for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods reflecting the pace of order intake and regional mix.

Cost of Sales: Our cost of sales consists of costs related to the manufacturing and procurement of our products and projects in addition to the costs of our aftermarket services and spare parts. Cost of sales related to the manufacturing and procurement of our products and projects includes the cost of components sourced from third-party suppliers and direct and indirect costs to manufacture and supply products and projects, including labor, materials, machine time, lease expense related to our manufacturing facilities, freight and other variable manufacturing costs. Cost of services includes personnel expenses for our field service organization, lease expense related to our operations facilities, materials, vehicle expenses and freight and other variable costs. Cost of sales related to spare parts includes the cost of the spare parts inventory, personnel expenses, lease expense related to our facilities, inventory management expenses, freight and other variable costs.

Total cost of sales decreased by $44.5 million, or 28.3%, and $111.8 million, or 24.8%, for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods. Cost of sales as a percentage of revenue decreased to 66.0% and 66.1% for the three and nine months ended September 30, 2026, respectively, compared to 72.5% and 72.8% for three and nine months ended September 30, 2025, respectively. These decreases in cost of sales and cost of sales as a percentage of revenue were due to lower volume, revenue mix, continued cost optimization efforts and increased utilization.

Cost of services sold decreased by $8.0 million, or 11.2%, and $16.9 million, or 8.8%, for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods. These decreases in cost of services sold were in line with the decrease in service revenue. Cost of services as a percentage of revenue was 65.6% and 68.0% for the three and nine months ended September 30, 2026, respectively, compared to 68.4% and 68.6% for the three and nine months ended September 30, 2025, respectively. These decreases in cost of sales and cost of sales as a percentage of revenue were due to lower volume, revenue mix, continued cost optimization efforts, increased utilization and lower variable compensation impacting all three product lines.

Cost of goods sold - products decreased by $32.5 million, or 62.0%, and $90.8 million, or 59.5%, for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods. These decreases in cost of goods sold - products were in line with the decrease in product revenue. Cost of goods sold - products as a percentage of revenue increased to 118.8% for the three months ended September 30, 2026 and decreased to 88.1% for the nine months ended September 30, 2026, compared to 96.8% and 90.9% for the three and nine months ended September 30, 2025, respectively. These changes in cost of goods sold - products and cost of goods sold - products as a percentage of revenue were due to changes in revenue mix recognized and lower utilization relative to prior year.

Cost of goods sold – spare parts decreased by $3.9 million, or 11.9%, and $4.1 million or 3.8%, for the three and nine months ended September 30, 2026, compared to the corresponding periods in 2025. Cost of goods sold – spare parts as a percentage of spare parts revenue decreased to 51.2% and 55.0% for the three and nine months ended September 30, 2026, respectively, compared to 57.1% and 62.0% for the three and nine months ended September 30, 2025, respectively. These decreases in cost of goods sold – spare parts as a percentage of spare parts revenue were mainly due to part mix and higher utilization relative to prior year.

Selling, General and Administrative Expenses: Selling, general and administrative expenses consist of costs such as sales and marketing, general corporate overhead, compensation expense, IT expenses, safety and environmental expenses, insurance costs, legal expenses and other related administrative functions.

Selling, general and administrative expenses increased by $2.6 million, or 8.2%, and $32.4 million, or 33.3%, for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods. These increases for the nine months ended September 30, 2026 were primarily driven by pre-IPO stock-based compensation expense and employer portion of taxes on the associated award vesting of $22.5 million.

Excluding this IPO-related stock-based compensation expense, SG&A expenses increased by $9.9 million, or 10.2%, for the nine months ended September 30, 2026, compared to the prior-year period. These increases were driven primarily by investments in the Company's commercial and back office organizations stemming from our transition to and operation as a public company as well as transaction costs associated with the IPO and our recent strategic acquisition initiatives.

Research and Development Expenses: Research and development expenses consist of costs that are incurred in connection with the development of new cutting-edge technologies and solutions and the innovation of existing product and service offerings. Such costs include both the utilization of our employees, facilities and resources to create and develop new ideas and products and the engagement of third parties to perform development activities under our coordination and management.

Research and development expenses remained relatively flat for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. For the nine months ended September 30, 2026, research and development expenses decreased by $0.4 million, or 20.9%. This decrease was attributable mainly to the strategic deployment of development resources and the capitalization of development costs.

Restructuring and Other Expenses: Restructuring and other expenses consist of restructuring charges primarily related to manufacturing footprint optimization initiatives and other additional de minimis incidental operating expenses incurred by the business.

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PART I - FINANCIAL INFORMATION (CONT’D.)

Restructuring expenses for the three and nine months ended September 30, 2026 were $2.2 million and $7.2 million, respectively, compared to $0.1 million and $4.4 million for the three and nine months ended September 30, 2025, respectively, driven by our internal restructuring program and lease exit costs.

Foreign Currency Gain (Loss), Net: Foreign currency gain (loss), net consists of net gains or losses resulting from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated. Our foreign subsidiaries, whose functional currency is the local currency, conduct a portion of their operations in U.S. dollars. As a result, these subsidiaries hold significant monetary assets denominated in U.S. dollars. These monetary assets are subject to changes in exchange rates between the U.S. dollar and the local currency.

The change in foreign currency gain (loss) decreased by $0.2 million, or 252.7%, and $9.9 million, or 141.8%, for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods. These unfavorable variances were attributable to currency exchange rate movements of the U.S. dollar to other currencies in which we transact.

Interest Income (Expense), Net: Interest expense, net primarily consists of interest expense associated with our long-term and short-term debt.

Interest expense, net decreased by $4.6 million, or 54.9%, and $12.0 million, or 44.9%, for the three and nine months ended September 30, 2026, respectively, compared to the prior-year periods. These decreases were driven by the repayment of the Shareholder Loans in April 2026 upon completion of the IPO, and the refinancing of our 9.875% senior secured bonds due in 2026 with 7.875% senior secured bonds due in 2028 in December 2025.

Income tax expense: Income tax consists primarily of U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we operate. For the three months ended September 30, 2026, we recorded a tax expense of $7.2 million, resulting in an effective tax rate of 41.0%, compared to a tax expense of $4.3 million and an effective tax rate of 21.5% for the three months ended September 30, 2025. For the nine months ended September 30, 2026, the tax expense was $8.5 million, resulting in an effective tax rate of 48.1%, compared to a tax expense of $14.8 million and an effective tax rate of 31.9% for the nine months ended September 30, 2025.

These fluctuating effective rates were heavily driven by valuation allowances on losses in certain foreign jurisdictions where tax benefits cannot currently be realized, along with the ongoing impacts of localized withholding taxes, statutory jurisdictional rate differentials, and pass-through non-controlling interests related to U.S. income taxed at the owner level. For the nine months ended September 30, 2026, our income tax included the impact of a $22.5 million stock-based compensation expense related to pre-IPO stock-based awards and certain IPO related transaction costs. Excluding the impact of the stock-based compensation expense and IPO related costs, our adjusted effective tax rate for the nine months ended September 30, 2026 would have been 42.1%.

Cash Flows

Cash flows provided by (used in) operations by type of activity were as follows:

			Nine Months Ended September 30,
			2026						2025
			(in thousands)
Net cash provided by operating activities			$	18,967					$	28,948
Net cash used in investing activities			(28,656)						(10,985)
Net cash provided by (used in) financing activities			3,288						(14,298)
Effect of exchange rate changes on cash activities			(111)						4,031
(Decrease) increase in cash and cash equivalents			$	(6,512)					$	7,696

Operating Activities

Net cash provided by operating activities decreased by $10.0 million in the first nine months of 2026, compared to the corresponding period in 2025, mainly due to a $22.3 million decrease in net income, a $2.5 million decrease in non-cash items and a $14.9 million increase from changes in operating assets and liabilities.

The variance in non-cash expenses was driven by the recognition of share-based compensation expenses upon completion of the IPO, which was offset by unfavorable changes in provision for bad debt expense, paid-in-kind interest, deferred tax expenses, a provision for inventory write-down, and restructuring and other expenses.

The change in operating assets and liabilities was primarily driven by increases in accounts payable, accrued expenses and contract liabilities, partially offset by decreases in accounts receivable, contract assets and inventories. The increase in accounts payable and accounts payable – related party was primarily due to the timing of vendor payments, as 2025 included significant outflows to satisfy outstanding payables. The increase in accrued expenses was primarily due to the timing of expenses incurred in the respective periods. The increase in contract liabilities was primarily due to the timing of customer billings relative to the satisfaction of performance obligations. The decrease in accounts receivable was primarily due to the timing of customer billings and collections. The decrease in contract assets was primarily due to the timing of revenue recognition relative to our contractual right to bill customers and the decrease in inventories was primarily due to the timing of inventory purchases in anticipation of expected future demand.

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PART I - FINANCIAL INFORMATION (CONT’D.)

Investing Activities

Net cash used in investing activities was $28.7 million for the nine months ended September 30, 2026, representing an increase of $17.7 million compared to the prior-year period. The increase was principally due to a $14.5 million increase in net cash paid for the DWR business combination in September 2026, a $5.2 million increase in development costs, and $0.8 million of working capital adjustments during the measurement period for the Deep Blue acquisition in the first nine months of 2026. These increases were partially offset by a $2.8 million decrease in purchases of property, plant, and equipment.

Financing Activities

Net cash provided by financing activities was $3.3 million in the first nine months of 2026 compared to net cash used in financing activities of $14.3 million. The increase in cash provided by financing activities was primarily driven by the receipt of $210.7 million in net proceeds from our IPO in 2026. This increase was partially offset by a $137.1 million repayment of related-party long-term debt, a $39.5 million purchase of B.V. Voting Shares from Baker Hughes and Akastor, a $12.9 million purchase of HMH Inc. and HMH B.V. shares as part of the greenshoe exercise, a $10.8 million of deferred IPO cost paid, and $7.1 million in payments for treasury shares in 2026. Cash flows used in financing activities for the prior period were primarily driven by $14.3 million in net repayments under our outstanding credit facilities.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin.

We use Adjusted EBITDA and Adjusted EBITDA Margin (each, a non-GAAP measure) as one of the indicators to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and certain non-recurring items. We define Adjusted EBITDA as net income before interest expense, net, income tax expense, depreciation and amortization, share-based compensation, IPO listing related cost and, when applicable, other items. Management does not consider these items to be indicative of our ongoing operating performance measure, and such items include, but are not limited to, restructuring and foreign exchange currency (gain) loss. We track Adjusted EBITDA on an absolute dollar basis and as a percentage of revenue, which we refer to as Adjusted EBITDA Margin. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA is a supplemental measurement tool used by analysts and investors to evaluate overall operating performance, ability to pursue and service possible debt opportunities and possible future investment opportunities. In addition, we believe that Adjusted EBITDA Margin is a supplemental measurement tool used by analysts and investors to evaluate profitability of sales. Adjusted EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for net income, as measured in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The items excluded from Adjusted EBITDA and Adjusted EBITDA Margin, but included in the calculation of reported net income, are significant components of the consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance.

We believe that the disclosure of Adjusted EBITDA and Adjusted EBITDA Margin offers additional financial metrics that, when coupled with the GAAP results and the reconciliation to GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business.

The following table reconciles net income to Adjusted EBITDA and Adjusted EBITDA Margin:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in thousands)
Net income			$	10,341					$	15,829					$	9,197					$	31,475
Add: Interest expense, net			3,759						8,334						14,657						26,619
Income tax expense			7,176						4,343						8,522						14,757
Depreciation and amortization			10,640						10,884						32,359						31,877
Share-based compensation			2,343						—						25,118						—
Restructuring and other expenses			2,174						104						7,178						4,447
Foreign currency (gain) loss, net			113						(74)						2,932						(7,015)
IPO listing and acquisition related costs			1,640						—						2,160						—
Adjusted EBITDA			$	38,186					$	39,420					$	102,123					$	102,160
Net income as a % of revenue			6.0		%				7.3		%				1.8		%				5.1		%
Adjusted EBITDA Margin (a)			22.3		%				18.2		%				19.9		%				16.5		%

(a).Calculated as a percentage of total revenue.

Free Cash Flow. We use Free Cash Flow (a non-GAAP measure) to evaluate our liquidity to provide flexibility and optionality to achieve our broader capital allocation strategy. We define Free Cash Flow as cash flow from operations minus purchases of property and equipment and development costs and excluding the impact of one time non-cash IPO related expenses. Management believes that Free Cash Flow is a meaningful indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases

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PART I - FINANCIAL INFORMATION (CONT’D.)

of property and equipment that can be used for investment in our business and for acquisitions as well as to strengthen our balance sheet. Free Cash Flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by (used in) operating activities. Free Cash Flow does not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.

The following table reconciles net cash provided by operating activities to Free Cash Flow:

			Nine Months Ended September 30,
			2026						2025
			(in thousands)
Net cash provided by operating activities			$	18,967					$	28,948
Add: Purchases of property and equipment			(3,813)						(6,586)
Development costs			(9,574)						(4,399)
Non-cash IPO related settlement			$	9,541					$	—
Free Cash Flow			$	15,121					$	17,963

Liquidity and Capital Resources

We believe that our existing cash on hand, cash generated from operations and available capacity under the Revolver (as defined herein) and the Senior Secured Bonds (as defined herein) will be sufficient to meet our liquidity needs in the short term and long term. Our ability to satisfy our liquidity requirements depends on our future operating performance, which is affected by prevailing economic conditions, market conditions in the oil and natural gas industry, availability and cost of raw materials and other factors, many of which are beyond our control.

Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. Our primary sources of liquidity are our existing cash on hand and cash generated from operations. Depending upon market conditions, we may take any of the following steps, or a combination thereof, to improve our liquidity and financial position by incurring borrowings under our Revolver, issuing additional senior secured bonds in an aggregate principal amount up to $125.0 million or entering into separate bridge financing facilities as permitted by the terms of our existing Senior Secured Bonds.

As of September 30, 2026, we had $90.1 million in cash and cash equivalents and Revolver capacity of $75 million resulting in approximately $165.1 million of total liquidity. As of September 30, 2026, we have $0.7 million of borrowings under the Credit Line in China due in the next 12 months, and we have no long-term debt maturity until June 2028.

7.875% Senior Secured Bonds due 2028

On or around December 17, 2025, the Company issued $200.0 million aggregate principal amount of its senior secured bonds (ISIN code NO0013700039) (the “Senior Secured Bonds due 2028”), which mature on December 17, 2028. Interest on the bonds is fixed and is accrued at a rate of 7.875% per annum. The Senior Secured Bonds due 2028 are secured by liens on substantially all of the Company’s assets, including the equity of its material subsidiaries, and guarantees, either directly or indirectly, from its material subsidiaries. The security of the Senior Secured Bonds due 2028 is subject to an intercreditor agreement with the facility agent under the Revolver. Subject to compliance with certain conditions, the Company is permitted to issue additional bonds under the agreement governing the Senior Secured Bonds due 2028 in an aggregate principal amount up to $125.0 million, and the Company is also permitted to enter into certain bridge financing facilities. The Senior Secured Bonds due 2028 were listed on the Euronext ABM in the second quarter of 2026.

The agreement governing the Senior Secured Bonds due 2028 includes customary representations and warranties, affirmative covenants and certain restrictive covenants that may limit the Company’s ability to, among other things, incur additional indebtedness, guarantee obligations, incur liens, make investments, loans or capital expenditures, sell or dispose of assets, enter into mergers or consolidations, enter into transactions with affiliates or make or declare dividends. The Senior Secured Bonds due 2028 also require the Company to maintain at all times a minimum liquidity of not less than $30.0 million, a gearing ratio of Consolidated Net Total Borrowings to Consolidated Total Equity (each as defined in the agreement governing the Senior Secured Bonds due 2028) not to exceed 1.00 to 1.00 and an interest cover ratio of Adjusted EBITDA to Net Interest Expenses (each as defined in the agreement governing the Senior Secured Bonds due 2028) of not less than 2.50 to 1.00. The agreement governing the Senior Secured Bonds due 2028 contains customary events of default. If an event of default exists under the Senior Secured Bonds due 2028, the lenders will be able to accelerate the maturity of the Senior Secured Bonds due 2028 and exercise other rights and remedies. If an event of default exists under the Revolver, a cross-default will be triggered under the Senior Secured Bonds due 2028, and the bondholders thereunder will be able to accelerate the maturity of the Senior Secured Bonds due 2028 and exercise other rights and remedies.

As of September 30, 2026, the Company was in compliance with all financial covenants under the Senior Secured Bonds due 2028.

Shareholder Loans

On October 1, 2021, the Company entered into a loan agreement with related parties, Baker Hughes Holdings LLC and Akastor AS (as amended, the “Shareholder Loan Agreement”), to finance its operating and financing activities. Baker Hughes Holdings LLC provided an $80.0 million term loan under the Shareholder Loan Agreement (the “Baker Hughes Shareholder Loan”), and Akastor AS provided a $20.0 million term loan under the Shareholder Loan Agreement (together with the Baker Hughes Shareholder Loan, the “Shareholder Loans”). The Shareholder Loans mature on the

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PART I - FINANCIAL INFORMATION (CONT’D.)

earliest to occur of December 18, 2028 or a liquidation event (as defined in the Shareholder Loan Agreement) such as the consummation of the IPO. In connection with the closing of the IPO in April 2026, the Company repaid the Shareholder Loans from the net proceeds received from the IPO.

Revolving Credit Facility

On December 18, 2025, the Company, DNB Bank ASA, as agent, certain financial institutions party thereto as lenders (the “Revolver Lenders”) and DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, branch in Norway, as mandated lead arrangers and bookrunners, entered into a senior facility agreement (the “Revolver”) pursuant to which the Revolver Lenders provide revolving credit financing to the Company in an aggregate principal amount of up to $75.0 million. The scheduled maturity date of the Revolver is June 17, 2028.

Borrowings under the Revolver bear interest at the compounded reference rate, which is the applicable Secured Overnight Financing Rate (“SOFR”) plus the applicable credit spread adjustment, plus a margin ranging from 3.00% to 4.00% based on the Company’s most recent leverage ratio. In addition to paying interest on outstanding principal under the Revolver, the Company is required to pay a quarterly commitment fee equal to 40% of the applicable margin on the unused available commitments.

The Revolver is secured by liens on substantially all of the Company’s assets, including the equity of its material subsidiaries, and guarantees, either directly or indirectly, from its material subsidiaries. The security of the Revolver is subject to an intercreditor agreement with the trustee under the Senior Secured Bonds due 2028. The Revolver includes certain restrictive covenants that may limit the Company’s ability to, among other things, incur additional indebtedness, guarantee obligations, incur liens, make investments, loans or capital expenditures, sell or dispose of assets, enter into mergers or consolidations, enter into transactions with affiliates or make or declare dividends. The Revolver also requires the Company to maintain at all times a minimum liquidity of not less than $30.0 million, a gearing ratio of Consolidated Net Total Borrowings to Consolidated Total Equity (each as defined in the Revolver) not to exceed 1.00 to 1.00 and an interest cover ratio of Adjusted EBITDA to Net Interest Expenses (each as defined in the Revolver) of not less than 2.50 to 1.00. The Revolver contains customary representations and warranties, affirmative covenants and events of default. If an event of default exists under the Revolver, the Revolver Lenders will be able to accelerate the maturity of the Revolver and exercise other rights and remedies. If an event of default exists under the Senior Secured Bonds due 2028, a cross-default will be triggered under the Revolver, and the Revolver Lenders will be able to accelerate the maturity of the Revolver and exercise other rights and remedies. Subject to certain notice requirements and certain partial prepayment amount restrictions, the Company may voluntarily prepay outstanding loans under the Revolver in whole or in part without premium or penalty. Following a Change of Control (as defined in the Revolver), which definition varies depending on whether an initial public offering has occurred, the Company can be required to prepay the loans in whole if the parties do not reach an agreement to continue the loan. As of September 30, 2026, the Company was in compliance with all financial covenants under the Revolver.

Credit Line in China

On March 27, 2025, the Company extended its credit line agreement (the “Credit Line in China”) with Bank of China Shanghai Pudong branch (the “Credit Line in China Lender”) pursuant to which the Credit Line in China Lender provided a credit line in an aggregate principal amount of up to Chinese renminbi (RMB) 10.0 million (USD: $1.49 million based on the exchange rate as of September 30, 2026). The extension period was valid through March 26, 2026, with the Company retaining a one-year period from each respective withdrawal date to remit payment. Borrowings under the Credit Line in China bear interest at the compounded reference rate, which was the applicable China Loan Prime Rate minus margin of 0.4% as of September 30, 2026. Interest is paid quarterly in the last month of each quarter. There is no quarterly commitment fee or guarantee requirement based on the Company’s financial status. The borrowing length for each withdrawal is one year. The Credit Line in China was available to use for the Company’s daily operations and could not be used to purchase real estate, re-lend to other companies or make investments.

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PART I - FINANCIAL INFORMATION (CONT’D.)

Critical Accounting Policies

Critical accounting policies are those accounting policies that management believes are important to the portrayal of our financial condition and results of operations. There have been no material changes from the critical accounting policies previously disclosed in the section entitled “Critical accounting policies and estimates” in the Final Prospectus.

Recent Accounting Pronouncements

See “New Accounting Standards to be Adopted” in Note 1—“Basis of Presentation and Summary of Significant Accounting Policies” in the notes to the Condensed Consolidated Financial Statements.

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PART I - FINANCIAL INFORMATION (CONT’D.)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

The market for our products and services is indirectly exposed to fluctuations in the prices of oil and natural gas to the extent such fluctuations impact drilling and completion activity levels and thus impact the activity levels of our customers in the E&P industry. We do not believe that we are particularly exposed to short-term fluctuations. We do not currently intend to hedge our indirect exposure to commodity price risk.

Foreign Currency Exchange Rate Risk

A portion of our revenue is derived internationally and, accordingly, our competitiveness and financial results may be impacted by foreign currency fluctuations where revenues and costs are denominated in local currencies rather than U.S. dollars. For the three and nine months ended September 30, 2026, $104.2 million of our revenues, or 60.9%, and $305.7 million, or 59.6%, respectively, were denominated in foreign currencies. We hedge currency risk in relevant projects using forward contracts.

We use a sensitivity analysis model to measure the potential impact on our revenues. A 10% strengthening or weakening of foreign currency exchange rates against the U.S. dollar during the three and nine months ended September 30, 2026 would have resulted in an increase or decrease in revenues of approximately $10 million and $30 million, respectively. There can be no assurance that the exchange rate change projected above will materialize as fluctuations in exchange rates are beyond our control.

Interest Rate Risk

We are primarily exposed to interest rate risk through the Revolver. As of September 30, 2026, we had no aggregate principal amount outstanding under the Revolver, which bore interest at the compounded SOFR plus an applicable margin. We do not currently intend to hedge our exposure to interest rate risk. As of September 30, 2026, the impact of a 1% increase or decrease in interest rates on the Revolver would have no impact on interest expense.

As of September 30, 2026, we had $200.0 million aggregate fixed rate principal amount outstanding under the 7.875% Senior Secured Bonds due 2028. Any changes in interest rates do not impact our future cash outflows associated with these fixed-rate interest payments or settlement of debt principal, unless a debt instrument is repurchased prior to maturity.

Credit Risk

Our customers are predominantly drilling contractors and drilling rig manufacturers, drilling rig owners and drilling rig operators in all segments, such as offshore and onshore oil and gas companies and production shipyards. Changes in economic, regulatory or other conditions may increase our overall credit risk from counterparties. We manage credit risk by analyzing the counterparties’ financial condition prior to accepting new customers and prior to adjusting existing credit limits.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2026.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We will not be required to make our first assessment of the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until our Annual Report on Form 10-K for the fiscal year ended December 31, 2027. Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Information with respect to this Item may be found in Note 16—“Commitments and Contingencies” in the notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in the section entitled “Risk Factors” in the Final Prospectus and the Form S-1.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 31, 2026, our registration statement on Form S-1, as amended (File No. 333-281497), was declared effective in connection with our IPO. On April 2, 2026, we completed our IPO of 10,520,000 shares of our Class A common stock at a price to the public of $20.00 per share. These sales of our Class A common stock resulted in net proceeds of $197.8 million, after deducting the underwriters’ discounts and offering fees of $12.6 million.

We used $39.5 million of the net proceeds we received from the IPO as the cash consideration to purchase an aggregate of 2,100,000 B.V. Voting Class A Shares and 2,100,000 B.V. Voting Class B Shares from Baker Hughes and Akastor, the Principal Stockholders. We contributed all of the remaining net proceeds from the IPO to HMH B.V. in exchange for a number of B.V. Voting Class A Shares and B.V. Voting Class B Shares such that the number of B.V. Voting Class A Shares and B.V. Voting Class B Shares, respectively, held by us equals the number of shares of our Class A common stock sold in the IPO. HMH B.V. used an aggregate of $137.1 million of the net proceeds received by it, comprised of $110.0 million to be paid to Baker Hughes and $27.1 million to be paid to Akastor, to repay all of the outstanding principal and accrued and unpaid interest under the Shareholder Loan Agreement, and the remaining net proceeds of $21.2 million received by HMH B.V. were used to fund HMH B.V.’s working capital.

We also granted the IPO underwriters a 30-day over-allotment option to purchase up to 1,578,000 additional shares of Class A common stock on the same terms. On April 30, 2026, the underwriters partially exercised the option and, on May 5, 2026, purchased an additional 685,844 shares of the Company’s Class A common stock. The sales of our Class A common stock sold in connection with the exercise of the underwriters’ over-allotment option resulted in net proceeds of approximately $12.9 million, after deducting the underwriters’ discounts and offering fees of $0.8 million.

We contributed all of the net proceeds from the underwriters’ exercise of the over-allotment option to HMH B.V. in exchange for an additional 685,844 B.V. Voting Class A Shares and 685,844 B.V. Voting Class B Shares. HMH B.V. used such additional net proceeds to purchase in equal proportion from Baker Hughes and Akastor, respectively, an aggregate number of shares of the Class B common stock, par value $0.01 per share, non-voting Class A ordinary shares of HMH B.V. and non-voting Class B ordinary shares of HMH B.V. respectively, equal to the number of shares of Class A common stock purchased by the underwriters pursuant to the exercise of the option.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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PART II - OTHER INFORMATION (CONT’D.)

Item 6. Exhibits

Exhibit number						Description
3.1						Amended and Restated Certificate of Incorporation of HMH Holding Inc., dated April 2, 2026 (incorporated herein by reference to Exhibit 3.1 to HMH Holding Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2026).
3.2						Amended and Restated Bylaws of HMH Holding Inc., dated April 2, 2026 (incorporated herein by reference to Exhibit 3.2 to HMH Holding Inc.’s Current Report on Form 8-K filed with the SEC on April 2, 2026).
31.1*						Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101(INS)*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101(SCH)*						Inline XBRL Taxonomy Extension Schema Document.
101(CAL)*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101(DEF)*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101(LAB)*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101(PRE)*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

*    Filed herewith.

**     Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			HMH Holding Inc.
			By:			/s/ Thomas W. McGee
Date: November 4, 2026						Thomas W. McGee
						Chief Financial Officer
						(Principal Financial Officer and Duly Authorized Officer)

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