T. Rowe Price reports 24.4% stake in HMH Holding

T. Rowe Price Associates, Inc. reported a significant ownership position in HMH Holding Inc. Class A common stock.

Rhea-AI Filing Summary

T. Rowe Price Associates, Inc. reported a significant ownership position in HMH Holding Inc. Class A common stock. The firm disclosed beneficial ownership of 2,788,468 shares, representing 24.4% of the class. It reported sole voting power over 2,787,515 shares and sole dispositive power over 2,788,468 shares, with no shared voting or dispositive power. T. Rowe Price Associates stated that this filing should not be construed as an admission that it is the beneficial owner of these securities, and it expressly denies such beneficial ownership.

Key Figures

Shares beneficially owned: 2,788,468 shares Percent of class: 24.4% Sole voting power: 2,787,515 shares +5 more

8 metrics

Shares beneficially owned 2,788,468 shares Amount of HMH Holding Inc. Class A common stock reported as beneficially owned by T. Rowe Price Associates

Percent of class 24.4% Percentage of HMH Holding Inc. Class A common stock represented by the reported holdings

Sole voting power 2,787,515 shares Number of shares for which T. Rowe Price Associates has sole power to vote or direct the vote

Shared voting power 0 shares Number of shares for which voting power is shared

Sole dispositive power 2,788,468 shares Number of shares for which T. Rowe Price Associates has sole power to dispose or direct disposition

Shared dispositive power 0 shares Number of shares for which dispositive power is shared

CUSIP 40445M100 CUSIP number for HMH Holding Inc. Class A common stock

Signature date 08/07/2026 Date the Schedule 13G was signed by the reporting person’s Vice President

Key Terms

Schedule 13G, beneficially owned, Sole Voting Power, Sole Dispositive Power, +1 more

5 terms

Schedule 13G regulatory

"CONTENT METADATA: "form_type": "SCHEDULE 13G""

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned financial

"Ownership (a) | Amount beneficially owned: 2788468"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"5 | Sole Voting Power 2,787,515.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"7 | Sole Dispositive Power 2,788,468.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Percent of class financial

"(b) | Percent of class: 24.4 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

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

What stake in HMH (HMH) does T. Rowe Price Associates report on this Schedule 13G?

T. Rowe Price Associates reports beneficial ownership of 2,788,468 HMH shares, representing 24.4% of the Class A common stock. This reflects a substantial institutional position and is reported with sole voting and dispositive power over these shares.

How much voting power in HMH (HMH) does T. Rowe Price Associates have?

T. Rowe Price Associates reports sole voting power over 2,787,515 HMH shares and no shared voting power. This indicates it alone can direct the vote for essentially all shares it reports as beneficially owned.

What percentage of HMH (HMH) Class A shares does T. Rowe Price Associates hold?

The filing states that T. Rowe Price Associates’ position represents 24.4% of HMH Holding Inc. Class A common stock. This percentage is based on the total outstanding shares of that class as referenced in the ownership calculation.

Does T. Rowe Price Associates admit beneficial ownership of its HMH (HMH) shares?

No. T. Rowe Price Associates explicitly states that the filing shall not be construed as an admission of beneficial ownership of the securities and that such beneficial ownership is expressly denied, despite the reported voting and dispositive powers.

Is T. Rowe Price’s HMH (HMH) ownership held with any shared dispositive power?

No. The Schedule 13G reports sole dispositive power over 2,788,468 shares and shared dispositive power of 0 shares. This means only T. Rowe Price Associates directs decisions to sell or otherwise dispose of these shares.

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

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Available on EDGAR 08/07/2026 - 02:21 PM Accepted by SEC EDGAR 08/07/2026 - 02:20 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

HMH HOLDING INC CL-A

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

40445M100

(CUSIP Number)

07/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 40445M100

1

Names of Reporting Persons

T. Rowe Price Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,787,515.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,788,468.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,788,468.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

24.4 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: HMH HOLDING INC CL-A
(b)	Address of issuer's principal executive offices: 3300 NORTH SAM HOUSTON PARKWAY EAST, HOUSTON, TX, 77032
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP Number(s): 40445M100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2788468
(b)	Percent of class: 24.4 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2787515
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2788468
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	08/07/2026