Baker Hughes sets July 2026 target for Chart deal

Baker Hughes sets July 2026 target for Chart deal

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What merger does Baker Hughes (BKR) describe in this 8-K filing?

What recent regulatory step did Baker Hughes (BKR) take for the Chart merger?

When does Baker Hughes (BKR) expect to close its Chart Industries merger?

What are key risks Baker Hughes (BKR) highlights regarding the Chart merger?

How does Baker Hughes (BKR) characterize its forward-looking statements about the Chart deal?

Which existing Baker Hughes (BKR) securities are listed in this document?

Baker Hughes Company provides an update on its planned acquisition of Chart Industries, Inc. Baker Hughes previously agreed on July 28, 2025 to acquire Chart through a merger, with Chart becoming an indirect wholly owned subsidiary.

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Baker Hughes Company provides an update on its planned acquisition of Chart Industries, Inc. Baker Hughes previously agreed on July 28, 2025 to acquire Chart through a merger, with Chart becoming an indirect wholly owned subsidiary.

The companies have completed their pre-notification process with the European Commission, and on May 21, 2026 Baker Hughes filed a Form CO, starting the Commission’s Phase I review period. Based on prescribed timelines and subject to European Commission approval, other regulatory clearances and customary closing conditions, Baker Hughes currently expects the merger to close in July 2026.

Baker Hughes advances EU review of its Chart Industries acquisition, with closing targeted for July 2026.

Baker Hughes reports a procedural milestone for its acquisition of Chart Industries. Filing a Form CO with the European Commission on May 21, 2026 begins the Phase I review, a standard antitrust assessment step for sizable cross-border deals.

The transaction remains contingent on European Commission approval, additional regulatory clearances and customary closing conditions. The company also highlights integration, financing, competition and execution risks, along with potential challenges in achieving expected synergies and retaining key Chart employees.

Baker Hughes states that, based on prescribed Phase I timelines and required approvals, it expects the merger to close in July 2026. Future company and regulatory communications will clarify whether approvals are obtained on the anticipated schedule and terms.

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Merger agreement date: July 28, 2025 Form CO filing date: May 21, 2026 Expected merger closing: July 2026 +5 more

8 metrics

Merger agreement date July 28, 2025 Agreement and Plan of Merger between Baker Hughes and Chart

Form CO filing date May 21, 2026 Filed with European Commission, starting Phase I review

Expected merger closing July 2026 Baker Hughes’ current expectation, subject to approvals

Senior notes coupon 3.226% Senior Notes due 2030 of Baker Hughes Holdings LLC

Senior notes coupon 3.812% Senior Notes due 2034 of Baker Hughes Holdings LLC

Senior notes coupon 4.193% Senior Notes due 2038 of Baker Hughes Holdings LLC

Senior notes coupon 5.125% Senior Notes due 2040 of Baker Hughes Holdings LLC

Senior notes coupon 4.737% Senior Notes due 2046 of Baker Hughes Holdings LLC

Agreement and Plan of Merger, Form CO, Phase I review period, forward-looking statements, +2 more

6 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Form CO regulatory

"on May 21, 2026, Baker Hughes filed a Form CO with the EC, which initiates the EC’s Phase I review period"

Phase I review period regulatory

"filed a Form CO with the EC, which initiates the EC’s Phase I review period"

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors financial

"the risk factors identified in the “Risk Factors” section of Part 1 of Item 1A of Baker Hughes’ Annual Report on Form 10-K"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

customary closing conditions financial

"subject to receipt of the EC’s approval and other regulatory approvals and customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

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Baker Hughes describes its planned acquisition of Chart Industries, Inc. via a merger of Tango Merger Sub, Inc. into Chart, with Chart surviving as an indirect wholly owned subsidiary of Baker Hughes. The Agreement and Plan of Merger was signed on July 28, 2025.

On May 21, 2026, Baker Hughes filed a Form CO with the European Commission, initiating the Commission’s Phase I review period. This follows completion of the pre-notification process and is a key antitrust review step for the proposed acquisition of Chart Industries.

Baker Hughes currently expects the merger with Chart Industries to close in July 2026. This expectation depends on receiving European Commission approval, other required regulatory approvals and satisfaction of customary closing conditions specified in the merger agreement.

Baker Hughes notes risks including the ability to consummate the transaction, obtain regulatory approvals on expected terms and timing, finance the deal, achieve synergies, integrate Chart’s operations, control operating costs, avoid customer disruption, and retain key Chart employees after completion.

Baker Hughes states its forward-looking statements are based on current plans, estimates and expectations and are subject to risks and uncertainties. Actual results may differ materially, and the company undertakes no obligation to update these statements except as required by law.

The document lists Baker Hughes Class A common stock and several Baker Hughes Holdings LLC senior notes, including 3.226% notes due 2030, 3.812% notes due 2034, 4.193% notes due 2038, 5.125% notes due 2040, and 4.737% notes due 2046, all traded on Nasdaq.

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Accepted by SEC EDGAR 05/21/2026 - 04:01 PM EDT

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): May 21, 2026

Baker Hughes Company

(Exact name of registrant as specified in charter)

Delaware

1-38143

81-4403168

(State of

Incorporation)

(Commission

File No.)

(I.R.S. Employer
Identification No.)


575 N. Dairy Ashford Rd., Suite 100
Houston, Texas		77079-1121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 439-8600

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-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 Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	BKR	The Nasdaq Stock Market LLC
3.226% Senior Notes due 2030 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.	BKR30	The Nasdaq Stock Market LLC
3.812% Senior Notes due 2034 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.	BKR34	The Nasdaq Stock Market LLC
4.193% Senior Notes due 2038 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.	BKR38	The Nasdaq Stock Market LLC
5.125% Senior Notes due 2040 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.	BKR40	The Nasdaq Stock Market LLC
4.737% Senior Notes due 2046 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc.	BKR46	The Nasdaq Stock Market LLC

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 ☐

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. ☐

Item 8.01. Other Events.

As previously reported, on July 28, 2025, Baker Hughes Company, a Delaware corporation (“Baker Hughes”), Tango Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Baker Hughes (“Merger Sub”), and Chart Industries, Inc., a Delaware corporation (“Chart”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), pursuant to which Baker Hughes will acquire Chart through a merger of Merger Sub with and into Chart (the “Merger”), with Chart surviving the Merger as an indirect wholly owned subsidiary of Baker Hughes.

Baker Hughes and Chart have concluded their pre-notification process with the European Commission (the “EC”), and on May 21, 2026, Baker Hughes filed a Form CO with the EC, which initiates the EC’s Phase I review period. Based on the prescribed timelines for the Phase I review, and subject to receipt of the EC’s approval and other regulatory approvals and customary closing conditions, Baker Hughes expects the Merger to close in July 2026.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended (each a “forward-looking statement”). All statements, other than historical facts, including statements regarding the presentation of Baker Hughes’s operations in future reports and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ include, but are not limited to: Baker Hughes’s ability to consummate the proposed transaction with Chart; the conditions to the completion of the proposed transactions; that the regulatory approvals required for the proposed transactions may not be obtained on the terms expected or on the anticipated schedule or at all; Baker Hughes’s ability to finance the proposed transaction with Chart; Baker Hughes’s indebtedness, including the indebtedness Baker Hughes has incurred in connection with the proposed transaction with Chart and the need to generate sufficient cash flows to service and repay such debt; Baker Hughes’s ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions contemplated by the proposed transaction with Chart; the possibility that Baker Hughes may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Chart’s operations with those of Baker Hughes; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction; the retention of certain key employees of Chart may be difficult; that Baker Hughes and Chart are subject to intense competition and increased competition is expected in the future; and general economic conditions that are less favorable than expected. Other important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the risk factors identified in the “Risk Factors” section of Part 1 of Item 1A of Baker Hughes’ Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 5, 2026, and those set forth from time-to-time in other filings by Baker Hughes with the SEC. These documents are available through Baker Hughes’ website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (EDGAR) system at http://www.sec.gov.

Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. Baker Hughes does not undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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.

Source: View Original Filing on SEC EDGAR

4 documents

BAKER HUGHES COMPANY

Dated: May 21, 2026

/s/ Fernando Contreras

Fernando Contreras

Vice President, Chief Compliance Officer and Corporate Secretary