STOCK TITAN

IPO reshapes balance sheet as HMH Holding (NASDAQ: HMH) reports Q2 2026

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HMH Holding Inc. reported second quarter 2026 revenue of $170.8 million, down 16% from a year earlier and roughly flat sequentially as sharply lower product sales were partly offset by resilient service and spare‑parts revenue. Net income attributable to HMH was $5.0 million versus $8.9 million a year ago, as results included a $22.0 million one‑time pre‑IPO stock‑based compensation expense.

Despite the revenue decline, profitability and cash generation improved. Adjusted EBITDA rose to $33.9 million with margin expanding to 19.8% from 16.1%, supported by higher gross margin and a richer service mix. Orders reached $205 million, up 19% year over year and producing a 1.2x book‑to‑bill. Free cash flow was $22.2 million, after being negative in the prior‑year quarter, and cash and cash equivalents increased to $119.7 million.

HMH also completed an IPO of 10,520,000 Class A shares at $20.00 per share, plus an underwriters’ option for 685,844 additional shares. Net proceeds of $197.8 million and $12.9 million were used to purchase shares from principal stockholders, repay $137.1 million of principal and interest under a Shareholder Loan Agreement, and fund working capital, eliminating related‑party long‑term debt and lifting total equity to $846.4 million as of June 30, 2026.

Positive

  • Adjusted EBITDA $33.9M with margin of 19.8%, up from 16.1% in Q2 2025 despite lower revenue.
  • Orders $205M, up 19% year over year, producing a 1.2x book‑to‑bill and supporting backlog growth.
  • Free cash flow $22.2M in Q2 2026 after negative free cash flow in the prior‑year quarter.
  • IPO net proceeds $197.8M plus $12.9M enabled repayment of $137.1M shareholder loan and strengthened liquidity.

Negative

  • Total revenue $170.8M, down 16% versus Q2 2025, driven mainly by a 65% year‑over‑year decline in product revenue.
  • Net income attributable to HMH $5.0M, down from $8.9M in Q2 2025, including $22.0M of pre‑IPO stock‑based compensation.
  • Selling, general and administrative expense $60.4M, up sharply from $29.4M a year ago due to IPO‑related stock compensation and public company costs.

Filing Explained

At June 30, HMH had $119.7 million cash, about $195 million total liquidity, and no long-term debt maturity until June 2028.

This August 5, 2026 Form 8-K furnishes HMH’s completed second-quarter 2026 results under Item 2.02; the quarter produced a reported consolidated net loss of $5,019 thousand while net income attributable to HMH was $4,976 thousand.

The difference reflects $9,995 thousand of net loss attributed to non-controlling interests, so the attributable result does not describe the consolidated result for all equity holders.

Adjusted EBITDA was $33.9 million and Free Cash Flow was $22.2 million, but the filing defines both as supplemental non-GAAP measures and says they are not substitutes for net income; the quarter therefore combines positive adjusted operating and cash-flow measures with a reported consolidated loss.

As of June 30, 2026, HMH reported $119.7 million of cash and approximately $195 million of total liquidity, including its revolving credit facility, and stated that no long-term debt matures until June 2028. This identifies available liquidity and near-term debt maturity timing, but the liquidity figure includes borrowing capacity rather than cash alone.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue $170.8 million Second quarter 2026 revenue, down 16% versus second quarter 2025
Net income attributable to HMH $5.0 million Second quarter 2026 net income attributable to HMH versus $8.9 million a year earlier
Adjusted EBITDA $33.9 million Second quarter 2026 Adjusted EBITDA, up 3% compared to second quarter 2025
Adjusted EBITDA Margin 19.8% Second quarter 2026 Adjusted EBITDA as a percentage of revenue
Orders $205 million Second quarter 2026 total orders, up 19% year over year; book-to-bill 1.2x
Free Cash Flow $22.2 million Second quarter 2026 Free Cash Flow, positive after a negative figure in second quarter 2025
IPO shares sold 10,520,000 shares at $20.00 per share Initial public offering of Class A common stock completed April 2, 2026
Shareholder loan repayment $137.1 million Net proceeds used by HMH Holding B.V. to repay all principal and interest under Shareholder Loan Agreement
Adjusted EBITDA financial
"Adjusted EBITDA in the second quarter of 2026 was $33.9 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted EBITDA Margin financial
"Adjusted EBITDA Margin was 19.8%, compared to 16.1% in the second quarter of 2025"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
Free Cash Flow financial
"Free Cash Flow was positive at $22.2 million for the second quarter of 2026"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
book-to-bill financial
"Orders of $205 million, up 19% year-over-year ... resulting in book-to-bill of 1.2x"
The book-to-bill ratio compares new orders a company has received (bookings) to the products or services it has invoiced or shipped (billings) over the same period. It matters to investors because a ratio above 1 means demand is outpacing fulfillment and the company may grow revenue or build backlog, while a ratio below 1 suggests slowing demand and possible future revenue weakness — think of it as new customer orders versus what the company actually sold.
Shareholder Loan Agreement financial
"repay all of the outstanding principal and accrued and unpaid interest under the Shareholder Loan Agreement"
Payment-in-kind interest financial
"Payment-in-kind interest | 65 | | | 2,809 | | | 2,843"
Payment-in-kind interest is interest that a borrower pays not with cash but by increasing the loan balance or issuing additional securities, like receiving more IOUs instead of money. For investors this matters because it reduces immediate cash receipts, can dilute ownership or increase a company’s debt load over time, and signals how comfortably a borrower can meet cash obligations — all factors that affect valuation and credit risk.
Revenue $170.8 million down 16% versus second quarter 2025
Net income attributable to HMH $5.0 million down from $8.9 million in second quarter 2025
Adjusted EBITDA $33.9 million up 3% versus second quarter 2025
Orders $205 million up 19% versus second quarter 2025
Free Cash Flow $22.2 million improved from negative $24.6 million in second quarter 2025
Guidance

Management highlighted improving customer visibility, growing backlog and rising activity levels across key markets for the second half of 2026.

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

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FAQ

How did HMH (HMH) revenue perform in the second quarter of 2026?

HMH reported Q2 2026 revenue of $170.8 million, a 16% decline from Q2 2025. The drop mainly reflected a 65% year‑over‑year fall in product revenue, partly offset by resilient service and spare‑parts sales and modest related‑party revenue.

What were HMH (HMH) profitability metrics in Q2 2026?

Net income attributable to HMH was $5.0 million, down from $8.9 million a year earlier, impacted by a $22.0 million pre‑IPO stock‑based compensation expense. Adjusted EBITDA increased to $33.9 million, with Adjusted EBITDA Margin improving to 19.8% from 16.1%.

What did HMH (HMH) report for orders and book-to-bill in Q2 2026?

Orders totaled $205 million in Q2 2026, up 19% year over year but down 6% sequentially, resulting in a 1.2x book‑to‑bill. Service orders were $118 million, up 50% year over year, while spare‑parts orders were $65 million, up 1%.

How strong was HMH (HMH) cash flow in the second quarter of 2026?

Cash flow from operating activities was $17.9 million and Free Cash Flow was $22.2 million in Q2 2026. Capital expenditures and development costs totaled $5.2 million, and Free Cash Flow turned positive compared with a negative figure in the prior‑year quarter.

What were HMH (HMH) cash, debt and liquidity levels at June 30, 2026?

HMH held $119.7 million of cash and cash equivalents and approximately $195 million of total liquidity, including its revolver. Long‑term debt was $196.4 million, with no related‑party long‑term debt and no long‑term debt maturity until June 2028.

What were the key outcomes of HMH (HMH)'s 2026 IPO?

HMH sold 10,520,000 Class A shares at $20.00 per share, plus 685,844 additional shares via underwriters’ option, generating net proceeds of $197.8 million and $12.9 million. Funds were used to buy shares from principal stockholders, repay $137.1 million of shareholder loans, and support working capital.

How did HMH (HMH) define and use non-GAAP metrics like Adjusted EBITDA and Free Cash Flow?

HMH defines Adjusted EBITDA as net income adjusted for interest, taxes, depreciation, amortization, IPO listing costs and other non‑recurring items. Free Cash Flow is net cash from operations minus capital expenditures and development costs, adjusted for certain non‑cash IPO items, used to assess liquidity.
FALSE000202188000020218802026-08-052026-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026
____________________
HMH Holding Inc.
(Exact name of registrant as specified in its charter)
____________________
Delaware001-4322199-2746883
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3300 North Sam Houston Parkway East, Houston, Texas
77032
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (281) 449-2000
Not applicable
(Former name or former address, if changed since last report.)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, par value $0.01 per shareHMHThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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. o
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2026, HMH Holding Inc. issued a news release reporting its results for the second quarter of 2026. A copy of this news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibit    
99.1    News Release of HMH Holding Inc., dated August 5, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).




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 hereunto duly authorized.
HMH HOLDING INC.
Date: August 5, 2026By:/s/ Dwight W. Rettig
Name:Dwight W. Rettig
Title:Chief Administration Officer, General Counsel and Corporate Secretary


Exhibit 99.1
HMH Holding Inc. Announces Second Quarter 2026 Results
HOUSTON, August 5, 2026 – HMH Holding Inc. (“HMH” or the “Company”) (NASDAQ: HMH) today announced financial and operational results for the second quarter of 2026.
Second Quarter Highlights
Revenue of $170.8 million, down 16% compared to the second quarter of 2025 and substantially flat compared to the first quarter of 2026.
Net income attributable to HMH of $5.0 million, compared to net income of $8.9 million in the second quarter of 2025 and net income of $3.4 million in the first quarter of 2026. Net income in the second quarter of 2026 reflected a one-time pre-IPO stock-based compensation award expense recognized upon completion of the IPO.
Orders of $205 million, up 19% compared to the second quarter of 2025 and down 6% compared to the first quarter of 2026, resulting in book-to-bill of 1.2x.
Adjusted EBITDA of $33.9 million, up 3% compared to the second quarter of 2025 and up 13% compared to the first quarter of 2026.
Cash flow provided by operating activities was $17.9 million and Free Cash Flow was positive at $22.2 million for the second quarter of 2026.
Financial Summary
HMH reported revenue for the second quarter of 2026 of $170.8 million, down 16% compared to the second quarter of 2025 and substantially flat compared to the first quarter of 2026. The year-over-year decrease was primarily driven by lower product and service revenues, partially offset by higher spare parts revenue. Sequentially, higher service activity was offset by lower product and spare parts revenue.
Adjusted EBITDA in the second quarter of 2026 was $33.9 million, up 3% compared to the second quarter of 2025 and up 13% compared to the first quarter of 2026. Adjusted EBITDA Margin was 19.8%, compared to 16.1% in the second quarter of 2025 and 17.6% in the first quarter of 2026.
Orders for the quarter were $205 million, up 19% year-over-year and down 6% sequentially, resulting in book-to-bill of 1.2x. Year-over-year order growth was driven by services, partially offset by products. Quarter-over-quarter order and backlog performance reflects improving customer visibility and positions HMH for increased activity levels in the second half of 2026.
HMH Holding Inc.’s Chief Executive Officer, Eirik Bergsvik, stated: “Our second quarter results reflect the underlying resilience of our business. During the quarter, we navigated a dynamic operating environment marked by geopolitical uncertainty, evolving trade policies, project timing shifts, and continued customer caution in certain regions. These factors, combined with delayed equipment and repair order bookings, impacted revenue performance. Despite these headwinds, our team remained focused on execution, delivering improved margins, positive Free Cash Flow, and strong order intake. We were particularly encouraged by the continued strength in our digital technology offerings, which drove a 19% increase in orders and resulted in a book-to-bill ratio of 1.2x.
Importantly, the underlying fundamentals supporting long-term offshore and energy investment remain constructive. Across many of the markets we serve, customers continue to prioritize capital-efficient production, asset reliability, operational uptime, and technology enabled solutions. While macroeconomic volatility, geopolitical developments, and energy market uncertainty may continue to influence the pace and timing of investment decisions, we believe these factors are temporary and do not alter the long-term demand outlook for the critical equipment and services we provide.
As we look ahead to the second half of 2026, improving customer visibility, a growing backlog, and rising activity levels across our key markets give us confidence in the opportunities ahead. Following the successful completion of our IPO, HMH is well positioned with a strong balance sheet, differentiated technology, and a dedicated team committed to creating long-term value for our customers and shareholders.”
Initial Public Offering
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. On April 30, 2026, the underwriters partially exercised their option to purchase an additional 685,844 shares of Class A common stock. The transaction closed on May 5, 2026, and resulted in net proceeds of $12.9 million, after deducting the underwriters’ discounts and offering fees of $0.8 million.
We used $39.5 million of the net proceeds we received from the IPO as the cash consideration to purchase 2,100,000 HMH Holding B.V. Voting Class A Shares and 2,100,000 HMH Holding B.V. Voting Class B Shares from Baker Hughes Holdings LLC and Akastor AS, our principal stockholders. We contributed all of the remaining net proceeds from the IPO to HMH Holding B.V. HMH Holding B.V. used an aggregate of $137.1 million of the net proceeds received to repay all of the outstanding principal and accrued and unpaid



interest under the Shareholder Loan Agreement with our principal stockholders, and the remaining net proceeds of $21.2 million received by HMH Holding B.V. were used to fund working capital.
Operational and Financial Results
Revenue, Cost of Sales, and Gross Operating Margin
Revenue for the second quarter of 2026 was $170.8 million, down 16% compared to the second quarter of 2025 and substantially flat compared to the first quarter of 2026. Product revenue decreased 65% year-over-year and 38% sequentially, reflecting a lower backlog to start the quarter and delays in the Middle East due to the ongoing conflict in the region. Service revenue decreased 4% year-over-year due to lower repair activity partially offset by stronger digital technology volume and increased 24% sequentially, driven by increased demand for repairs, digital technology, and other services. Spare parts revenue increased 17% year-over-year and decreased 8% sequentially. The year-over-year increase was driven by higher Equipment and System Solutions (ESS) and Pressure Control Systems (PCS) spares demand as customers prepare for upcoming contracts.
Total cost of sales decreased by $42.0 million, or 28%, to 109.5 million in the second quarter of 2026, compared to $151.5 million in the second quarter of 2025. Cost of sales as a percentage of revenue decreased to 64% in the second quarter of 2026 compared to 75% in the second quarter of 2025. Gross margin increased to 36%, up 10% year-over-year and 4% sequentially, driven by revenue mix, continued cost optimization efforts, and execution focus.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $60.4 million in the second quarter of 2026, compared to $29.4 million in the second quarter of 2025 and $35.1 million in the first quarter of 2026. The increase was primarily driven by a $22.0 million pre-IPO stock-based compensation expense recognized in the second quarter of 2026 upon completion of the IPO. Excluding IPO-related stock-based compensation expense, the year-over-year increase was primarily driven by increased costs associated with our transition to and operating as a public company.
Order Intake, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow
Orders for the quarter were $205 million, up 19% compared to the second quarter of 2025 and down 6% compared to the first quarter of 2026. Orders exceeded revenue in the quarter, resulting in book-to-bill of 1.2x. Service order intake was $118 million, up 50% year-over-year and 19% sequentially, driven by strong digital technology volume. Spare parts order intake was $65 million, up 1% year-over-year and 2% sequentially, driven by the global offshore market.
Net income attributable to HMH was $5.0 million in the quarter. Adjusted EBITDA in the quarter was $33.9 million, up 3% year-over-year and up 13% sequentially. Adjusted EBITDA Margin was 19.8%, compared to 16.1% in the second quarter of 2025 and 17.6% in the first quarter of 2026. Despite lower revenue year-over-year, HMH delivered margin resiliency supported by disciplined cost execution, favorable revenue mix, increased service activity and continued focus on operational efficiency.
Cash flow provided by operating activities was $17.9 million, and Free Cash Flow was positive at $22.2 million in the quarter. Capital expenditures and development costs during the quarter were $5.2 million, primarily supporting aftermarket capabilities, service reliability, and ongoing product development initiatives. HMH ended the quarter with $119.7 million of cash and cash equivalents and approximately $195 million of total liquidity, inclusive of the revolving credit facility. HMH has no long-term debt maturity until June 2028.
Conference Call Details
The Company has scheduled a conference call on August 6, 2026, at 8:00 am Central Time to discuss its results for the second quarter of 2026. To access the conference call, participants may dial (800) 715-9871 for U.S. participants or (646) 307-1963 for international participants and use Conference ID: 6309447. Participants may listen to the call through a webcast link posted in the Investors section of HMH’s website. A replay of the conference call will be made available on the website following the conclusion of the live call.
About HMH
HMH is 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. HMH’s global reach, technical expertise and innovative product offerings, coupled with its integrated operations from manufacturing to aftermarket services, allow HMH to provide customers with first-class technology, engineering, and project management services through the entire asset lifecycle of the equipment it provides. In addition, HMH is growing its portfolio of products and services to adjacent industries, such as mining. The complexity and criticality of HMH’s installed equipment drive customers to choose HMH for their aftermarket support, particularly in the offshore environment, which is subject to extensive regulation. For more information, please visit HMH’s website at www.hmhw.com.
Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow.



We use Adjusted EBITDA and Adjusted EBITDA Margin 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, IPO listing related cost and other non-recurring items. Management does not consider these non-recurring items to be indicative of our ongoing operating performance measure, and such items include, but are not limited to, restructuring and other operating expenses 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.
We use Free Cash Flow 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 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.
These non-GAAP measures are reconciled to the most directly comparable GAAP measures in the accompanying tables and should not be considered as alternatives to GAAP results.
Forward-Looking Statements
The information in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally relate to expectations, beliefs, future events, future expected business, or our future financial or operating performance and prospects, and include statements regarding business plans, objectives and expected operating results. When used in this press release, words such as “may,” “could,” “should,” “will,” “plan,” “project,” “forecast,” “guidance,” “outlook,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in HMH’s filings with the Securities and Exchange Commission (the “SEC”), including the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in HMH’s final prospectus filed with the SEC on April 1, 2026 and subsequent Quarterly Reports on Form 10-Q. HMH undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release, except as required by law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
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 HMH’s website. We may use these channels to distribute material information about HMH; therefore, we encourage investors, the media, business partners and others interested in HMH to review the information posted on HMH’s website. The information on HMH’s website is not part of, and is not incorporated into, this press release.

Company Contact
Katina Hargett
Investor Relations
HMH Holding Inc.
+1 (281) 371-4985
investorrelations@hmhw.com


HMH Holding Inc.
Comparative Condensed Consolidated Statements of Income
(Unaudited)
Second
 Quarter
2026
Second
 Quarter
2025
First
 Quarter
2026
(in thousands)
Revenue
Service revenue$89,072 $92,332 $72,009 
Product revenue20,027 58,812 32,466 
Spare parts revenue61,163 52,151 66,519 
Related party revenue560 162 327 
Total revenue170,822 203,457 171,321 
Operating expenses
Cost of services sold58,766 63,671 53,058 
Cost of goods sold – products16,527 53,422 25,367 
Cost of goods sold – spare parts34,231 34,452 38,208 
Total cost of sales109,524 151,545 116,633 
Selling, general and administrative expenses60,354 29,441 35,111 
Research and development expenses771 649 414 
Restructuring and other expenses (income), net5,004 1,072 — 
Total operating expenses175,653 182,707 152,158 
Operating income (loss)(4,831)20,750 19,163 
Foreign currency gain (loss), net(591)2,948 (2,228)
Other non-operating income (loss), net(158)334 (255)
Interest income (expense), net(3,945)(9,106)(6,953)
Income (loss) before income taxes(9,525)14,926 9,727 
Income tax (expense) benefit4,506 (5,158)(5,852)
Net income (loss)(5,019)9,768 3,875 
Less: Net income (loss) attributable to non-controlling interests(9,995)819 427 
Net income (loss) attributable to HMH Holding Inc.$4,976 $8,949 $3,448 


HMH Holding Inc.
Comparative Condensed Consolidated Balance Sheets
(Unaudited)

June 30,
2026
December 31,
2025
(in thousands)
Assets
Current assets
Cash and cash equivalents$119,705 $96,585 
Other current assets529,203 532,625 
Property, plant and equipment, net197,673 200,818 
Other assets515,984 527,676 
Total assets$1,362,565 $1,357,704 
Liabilities and equity
Total current liabilities218,317 223,639 
Long-term debt, net196,363 195,636 
Long-term debt, net—related party— 143,732 
Other long-term liabilities101,486 94,245 
Total liabilities516,166 657,252 
Total equity846,399 700,452 
Total liabilities and shareholders’ equity$1,362,565 $1,357,704 


HMH Holding Inc.
Comparative Condensed Consolidated Statements of Cash Flows
(Unaudited)
Second
 Quarter
2026
Second
 Quarter
2025
First
 Quarter
2026
(in thousands)
Cash flows from operating activities
Net income (loss)$(5,019)$9,768 $3,875 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization11,066 10,682 10,653 
Share-based compensation expense22,775 — — 
Amortization of borrowing costs409 311 318 
Restructuring and other expenses— 700 — 
Deferred tax expense (benefit)(8,643)(77)1,918 
Payment-in-kind interest65 2,809 2,843 
Provision for bad debt expense184 (309)284 
Provision for inventory write-down1,609 1,143 380 
Net cash provided by (used in) operating activities before changes in operating assets and liabilities22,446 25,027 20,271 
Changes in operating assets and liabilities(4,577)(46,166)(12,984)
Net cash provided by (used in) operating activities17,869 (21,139)7,287 
Cash flows from investing activities
Purchase of property, plant and equipment(1,166)(2,537)(920)
Development costs(4,082)(969)(1,814)
Acquisition of business, net of cash— — (770)
Net cash provided by (used in) investing activities(5,248)(3,506)(3,504)
Cash flows from financing activities
Issuance of common stock in initial public offering (IPO), net of underwriting discount210,670 — — 
Purchase of HMH B.V. voting shares from Principal Stockholders(39,480)— — 
Redemption under exchange agreement with Principal Stockholders(12,894)— — 
Deferred IPO costs paid(10,380)— — 
Repayment of long-term debt, net—related party(137,099)— — 
Proceeds from issuance of revolving credit facilities— 50,000 719 
Repayment of revolving credit facilities— (37,000)— 
Purchase of treasury shares(4,888)— — 
Net cash provided by (used in) financing activities5,929 13,000 719 
Effect of foreign exchange rate on cash and cash equivalents(142)3,074 210 
Net increase (decrease) in cash and cash equivalents18,408 (8,571)4,712 
Cash and cash equivalents beginning of period101,297 46,984 96,585 
Cash and cash equivalents end of period$119,705 $38,413 $101,297 


HMH Holding Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA Margin
Second
 Quarter
2026
Second
 Quarter
2025
First
 Quarter
2026
(in thousands)
Net income (loss)
$(5,019)$9,768 $3,875 
Add: Interest expense, net
3,945 9,106 6,953 
Income tax expense(4,506)5,158 5,852 
Depreciation and amortization11,066 10,682 10,653 
Share-based compensation22,775 — — 
Restructuring and other expenses5,004 1,072 — 
Foreign currency (gain) loss, net591 (2,948)2,228 
IPO listing related cost— — 520 
Adjusted EBITDA$33,856 $32,838 $30,081 
Net income (loss) as a % of revenue(2.9)%4.8 %2.3 %
Adjusted EBITDA Margin (a)19.8 %16.1 %17.6 %
(a).Calculated as a percentage of total revenue.


HMH Holding Inc.
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

Second
Quarter
2026
Second
Quarter
2025
First
Quarter
2026
(in thousands)
Net cash provided by (used in) operating activities$17,869 $(21,139)$7,287 
Add: Purchases of property and equipment
(1,166)(2,537)(920)
Development costs(4,082)(969)(1,814)
Non-cash IPO related settlement9,541 — — 
Free Cash Flow$22,162 $(24,645)$4,553 

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