HMH Holding Inc. IPO Over-Allotment and Share Exchange

On April 30, 2026, HMH Holding Inc. (the "Issuer") experienced a partial exercise of the underwriters' option to purchase additional shares of Class A Common Stock, known as the "Over Allotment." The Issuer will contribute the net proceeds of $12,893,867.20 to HMH B.V. HMH B.V. will use these proceeds to purchase an equal number of shares of Class B common stock from Baker Hughes and another stockholder. Concurrently, HMH B.V. will purchase 342,922 non-voting Class A ordinary shares and 342,922 non-voting Class B shares from Baker Hughes for $2,773,200.59 and $3,673,733.01, respectively. These transactions are part of a larger arrangement where Baker Hughes, through Baker Hughes Holdings LLC, has the right to exchange these shares for cash or Class A Common Stock on a one-for-one basis after the IPO lock-up period. Baker Hughes Co. and Baker Hughes Holdings LLC are collectively referred to as "Baker Hughes" and are considered "directors by deputization" of the Issuer.