HMH Holding files for IPO of 31.9M shares, all sold by insiders; company gets no proceeds

31,891,652 shares (assuming the Principal Stockholders exchange all of their B.V. Non-Voting Class A Shares, B.V. Non-Voting Class B Shares and shares of our Class B common stock for shares of our Class A common stock pursuant to the Exchange Agreement).

Each share of our Class A common stock entitles its holder to one vote on all matters on which stockholders are entitled to vote generally. Each share of our Class B common stock entitles its holder to one vote on all matters on which stockholders are entitled to vote generally.

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

The Selling Stockholders will receive all of the proceeds from any sales of the shares of our Class A common stock offered hereby.

Our top five customers accounted for approximately 37.7%, 45.2% and 42.0% of our total consolidated revenues for the six months ended June 30, 2026 and the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025, one customer accounted for 20.8% of our revenues for such year, and during the year ended December 31, 2024, one customer accounted for 18.2% of our revenues for such year.

In the fourth quarter of 2023, we commenced the implementation of an internal controls system that is intended to comply with the rules and requirements of the Sarbanes-Oxley Act. In connection with the preparation of HMH B.V.’s financial statements for the years ended December 31, 2022 and 2023, due in part to inadequate time to fully monitor and test such internal controls system implemented in the fourth quarter of 2023, we identified certain deficiencies in the design and operation of internal control over financial reporting that constituted material weaknesses.

As of June 30, 2026, our total indebtedness was $197.8 million, including $196.4 million aggregate principal amount of the Senior Secured Bonds (as defined herein), and our outstanding borrowing capacity under the Revolver (as defined herein) was $75.0 million.

The Tax Receivable Agreement generally provides for the payment by us to the Principal Stockholders of 85% of the net cash savings, if any, in U.S. federal, state, local and foreign income tax and franchise tax that we actually realize (or are deemed to realize in certain circumstances) in periods after the IPO as a result of certain increases in tax basis, the utilization of certain NOL carryovers (in the event we acquire Mercury HoldCo Inc. shares) and certain benefits attributable to imputed interest.

Baker Hughes beneficially owns approximately 36.2% of the total voting power of our capital stock, and Akastor beneficially owns approximately 36.2% of the total voting power of our capital stock.

The shares of Class A common stock (including the number of shares of Class A common stock that the Principal Stockholders may receive in exchange for an equal number of B.V. Non-Voting Class A Shares, B.V. Non-Voting Class B Shares and shares of our Class B common stock) covered by registration rights represent approximately 72% of our total Class A common stock outstanding.

During 2024, 2025

and the six months ended June 30, 2026, 63.9%, 63.3% and 59.0%, respectively, of our revenue was derived from sales outside the United States.

Net income (loss) | $ (1,144 ) | $ 15,646

Total revenue decreased by $59.7 million, or 14.9%, for the six months ended June 30, 2026, compared to the prior-year period.

Selling, general and administrative expenses increased by $29.8 million, or 45.4%, for the six months ended June 30, 2026, compared to the prior-year period. This increase was primarily driven by pre-IPO stock-based compensation expense and employer portion of taxes on the associated award vestings of $22 million.

Product revenue decreased by $60.3 million, or 53.1%, for the six months ended June 30, 2026, compared to the prior-year period, reflecting a lower backlog to start the period and partially due to a delay in equipment deliveries and installation and commissioning work in the Middle East.

Net income (loss)

$ (1,144 )

In connection with the closing of the IPO in April 2026, the Company repaid the Shareholder Loans in full from the net proceeds received from the IPO.

During 2026, the Company continues to go through organizational changes and as a result of these changes, we anticipate discontinuing segment reporting based on ESS and PCS and the Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer, will begin assessing performance and making resource allocation decisions based on the breakdown between (i) sales of projects and products, (ii) aftermarket services and (iii) sales of spare parts.

On December 23, 2025, the outstanding $200.0 million aggregate principal amount of our senior secured bonds due 2026 was refinanced using the proceeds of the Senior Secured Bonds at a price equal to 103.292% of nominal value (plus accrued and unpaid interest to the date of redemption).

During the six months ended June 30, 2026, we derived $53.4 million in revenue, or 15.6% of our revenue, from sales of projects and products, $161.1 million in revenue, or 47.1% of our revenue, from aftermarket services and $127.7 million in revenue, or 37.3% of our revenue, from sales of spare parts.

Our top five customers accounted for approximately 37.7%,45.2% and 42.0% of our total consolidated revenues for the six months ended June 30, 2026 and the years ended December 31, 2025 and 2024, respectively.

After giving effect to the IPO, the

Corporate Reorganization and related transactions, Baker Hughes and Akastor each owned 15,945,826 shares of our Class B common stock, collectively owning all of the shares of our Class B common stock, representing approximately 72% of the total voting power of our 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 owning all of the B.V. Non-Voting Shares, representing approximately a 72% equity interest in HMH B.V. and 0% voting power of the equity in HMH B.V.

Our backlog as of June 30, 2026 was $414 million, of which $139 million was attributable to projects and products and $275 million was attributable to services.

During the six months ended June 30, 2026, we had $205 million in inbound orders and derived 47.1% of our revenue from services, 37.3% of our revenue from

sales of spare parts and 15.6% of our revenue from sales of projects and products.

As part of the formation of HMH B.V., we entered into worldwide,

fully paid, nontransferable and non-sublicensable license agreements with a subsidiary of Baker Hughes giving us a limited right to use the terms Vetco™ and VetcoGray™ as trademarks on certain products traditionally sold under those trademarks and certain other intellectual property rights relating to the business line Baker Hughes contributed to HMH B.V. at the time of HMH B.V.’s formation.

For the years ended December 31, 2024 and 2025 and the six months ended June 30, 2026, our capital expenditures, including development costs, represented only 2.4%, 2.4% and 2.6%, respectively, of revenue.

Approximately 75% of our installed base of equipment serves the offshore drilling market, which is more highly regulated, more demanding and more technologically sophisticated than is typically encountered in the onshore market.

Effective as of May 27, 2025, the sole director of HMH Inc. and the board of directors of HMH B.V. each approved the dismissal of KPMG AS, as the independent registered public accounting firm of HMH Inc. and HMH B.V., respectively, for U.S. GAAP purposes. Effective as of May 27, 2025, the sole director of HMH Inc. and the board of directors of HMH B.V. each approved of the appointment of KPMG US as the independent registered public accounting firm of HMH Inc. and HMH B.V., respectively, for U.S. GAAP purposes for the fiscal year ending December 31, 2025, including performing review of interim periods commencing from the period ended June 30, 2025.