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Baker Hughes completes $210 Chart Industries buyout

Baker Hughes Company completed its acquisition of Chart Industries, merging its Tango Merger Sub into Chart, which now operates as an indirect subsidiary and a new reporting segment.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Baker Hughes Company completed its acquisition of Chart Industries, merging its Tango Merger Sub into Chart, which now operates as an indirect subsidiary and a new reporting segment. Each outstanding share of Chart common stock (other than excluded and appraisal shares) was converted into the right to receive $210.00 in cash, and certain stock options and stock units were converted into cash based on this amount while higher-priced options were canceled. Baker Hughes funded the cash consideration using cash on hand, $6.5 billion and €3.0 billion of senior notes issued in March 2026 and $2.0 billion of new senior unsecured term loans under two $1.0 billion facilities, while terminating $2.6 billion of unused commitments under a prior delayed draw term loan facility.

Chart becomes a dedicated segment reflecting its scale and specialization in air and gas handling, thermal management and lifecycle services; it reported $4.3 billion of revenue in fiscal 2025 and serves customers in more than 50 countries. Baker Hughes expects the combination to enhance recurring aftermarket services and targets $325 million in annualized cost synergies within three years, supported by an integration program led by a newly appointed segment leader. Despite the additional debt, Baker Hughes states a net leverage target of 1.0–1.5x within 24 months and highlights customary representations, covenants and default provisions in the new term loan credit agreements.

Positive

  • Completed an all-cash acquisition of Chart at $210.00 per share, adding a new reporting segment focused on air and gas handling, thermal management and lifecycle services.
  • Adds a business that generated $4.3 billion of revenue in fiscal 2025 and serves customers in more than 50 countries, broadening Baker Hughes’ industrial and geographic footprint.
  • Management targets $325 million in annualized cost synergies within three years and expects enhanced recurring aftermarket services from Chart’s lifecycle offerings.
  • Despite sizable acquisition financing, Baker Hughes reiterates a net leverage target of 1.0–1.5x within 24 months, underscoring a stated focus on balance sheet discipline.

Negative

  • Financing structure includes substantial new debt, with $2.0 billion in term loans plus previously issued $6.5 billion and €3.0 billion of senior notes, increasing interest and refinancing obligations.
  • Forward-looking disclosures note risks that expected $325 million cost synergies, integration benefits, and anticipated accounting and tax outcomes from the Chart transaction may not be realized as planned.

Filing Explained

At closing, Baker Hughes replaced unused financing capacity with $2 billion of funded two-year debt while the merger was completed.

The July 16 filing confirms that the acquisition is complete and that the two new $1.0 billion facilities were funded at closing, creating $2.0 billion of senior unsecured debt with two-year maturities.

Baker Hughes Holdings LLC is the borrower, Baker Hughes is the guarantor, and the proceeds are designated to fund the merger, related fees and expenses, and repayment of Chart debt.

The previous facility had $2.6 billion of maximum availability rather than a disclosed funded amount; it terminated automatically on July 16, 2026 without termination penalties.

The new loans carry variable interest margins tied to BHH’s debt ratings, and specified defaults could allow lenders to accelerate amounts due.

Baker Hughes also states that required financial statements will be filed by amendment no later than 71 days after the filing deadline, providing the next specified disclosure milestone.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Merger Consideration per Share $210.00 cash Cash paid for each share of Chart common stock at the Effective Time
Term Loan Facilities $1.0 billion each Aggregate lending commitments under Bank of America and UniCredit senior unsecured term loan credit agreements
Borrowings Under Term Loans $2.0 billion Total amount borrowed under the new term loan credit agreements to fund part of the Merger Consideration and related costs
Previous Term Loan Commitments Terminated $2.6 billion Remaining commitments under the Goldman Sachs delayed draw term loan facility terminated in connection with the acquisition
Senior Notes Issued $6.5 billion and €3.0 billion Senior notes issued on March 11, 2026 used alongside loans and cash to fund the Merger Consideration
Chart 2025 Revenue $4.3 billion Chart Industries revenue for fiscal year 2025 across more than 50 countries
Target Cost Synergies $325 million Annualized cost synergies Baker Hughes targets within three years from integrating Chart
Net Leverage Target 1.0–1.5x Net leverage range Baker Hughes aims to achieve within 24 months after the transaction
Term SOFR Rate financial
"Loans under each Term Loan Credit Agreement may bear interest at the Term SOFR Rate plus an applicable margin"
Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.
Alternate Base Rate financial
"Loans may instead accrue interest at the Alternate Base Rate plus a ratings-based margin"
Merger Consideration financial
"shares were canceled and converted into the right to receive $210.00 in cash, defined as the Merger Consideration"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
performance stock unit financial
"a pro rata portion of each performance stock unit with respect to shares of Chart Common Stock was canceled and cashed out"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
net leverage financial
"Baker Hughes remains committed to disciplined capital allocation, targeting a net leverage range of 1.0-1.5x within 24 months"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.

FAQ

What transaction did Baker Hughes (BKR) complete with Chart Industries?
Baker Hughes completed the acquisition of Chart Industries, merging its subsidiary into Chart, which now operates as an indirect Baker Hughes subsidiary and a new reporting segment focused on air and gas handling, thermal management and lifecycle services.

How much are Chart Industries shareholders receiving in the Baker Hughes (BKR) deal?
Each share of Chart common stock is entitled to $210.00 in cash, excluding certain owned and appraisal shares. Eligible stock options and stock units are generally cashed out based on this Merger Consideration, while options with exercise prices at or above $210.00 are canceled without payment.

How is Baker Hughes (BKR) financing the acquisition of Chart Industries?
Baker Hughes is funding the Merger Consideration with cash on hand, senior notes totaling $6.5 billion and €3.0 billion issued on March 11, 2026, and $2.0 billion of borrowings under two new senior unsecured term loan credit agreements.

What new debt facilities did Baker Hughes (BKR) enter into for the Chart acquisition?
Baker Hughes Holdings LLC entered two senior unsecured term loan credit agreements, each with $1.0 billion of commitments, one led by Bank of America and one by UniCredit. The loans mature two years from funding and bear interest based on Alternate Base Rate or Term SOFR plus ratings-based margins.

What revenue base and markets does Chart bring to Baker Hughes (BKR)?
Chart reported $4.3 billion in revenue for fiscal 2025 and serves customers in more than 50 countries across sectors including gas infrastructure, nuclear, data centers, carbon capture and storage, space, geothermal and other high-growth industrial markets.

What cost synergies and leverage targets does Baker Hughes (BKR) expect after acquiring Chart?
Baker Hughes targets $325 million in annualized cost synergies within three years from integrating Chart, focusing on supply chain, functional support and manufacturing. It also aims to maintain disciplined capital allocation with a net leverage range of 1.0–1.5x within 24 months.

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

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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): July 16, 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. ☐

 

 
 

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of July 28, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Baker Hughes Company, a Delaware corporation (“Baker Hughes”), Tango Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of Baker Hughes (“Merger Sub”), and Chart Industries, Inc., a Delaware corporation (“Chart”).

On July 16, 2026, Baker Hughes completed its acquisition of Chart in accordance with the Merger Agreement (the “Merger”), pursuant to which Merger Sub was merged with and into Chart, with Chart surviving the Merger as an indirect subsidiary of Baker Hughes. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.

Item 1.01. Entry into a Material Definitive Agreement.

On July 15, 2026, Baker Hughes Holdings LLC (“BHH”), as borrower, and Baker Hughes, as parent guarantor, entered into (i) a term loan credit agreement (the “Bank of America Term Loan Credit Agreement”) with the lenders party thereto (the “Bank of America Lenders”) and Bank of America, N.A., as administrative agent, with aggregate lending commitments of $1.0 billion for a senior, unsecured term loan facility and (ii) a term loan credit agreement (the “UniCredit Term Loan Credit Agreement,” and, together with the Bank of America Term Loan Credit Agreement, the “Term Loan Credit Agreements”) with the lenders party thereto (the “UniCredit Lenders,” and, together with the Bank of America Lenders, the “Lenders”) and UniCredit Bank GmbH, New York Branch, as administrative agent, with aggregate lending commitments of $1.0 billion for a senior, unsecured term loan facility, each in connection with the Merger. Baker Hughes fully guaranteed the obligations under each Term Loan Credit Agreement.

The term loans were funded by the respective Lenders at closing of the Term Loan Credit Agreements, and the proceeds of the term loans shall be used by Baker Hughes to finance, together with other sources of funds, the Merger and to pay related fees and expenses.

Loans under the Bank of America Term Loan Credit Agreement bear interest at a rate per annum equal to (i) the Alternate Base Rate (as defined in the Bank of America Term Loan Credit Agreement), plus an applicable margin ranging from 0 bps to 25.0 bps based on the ratings of BHH’s senior unsecured non-credit enhanced long-term debt, as determined by Standard & Poor’s or Moody’s (the “Bank of America Ratings”), or (ii) the Term SOFR Rate (as defined in the Bank of America Term Loan Credit Agreement), plus an applicable margin of 100.0 bps to 125.0 bps based on BHH’s Bank of America Ratings.

Loans under the UniCredit Term Loan Credit Agreement bear interest at a rate per annum equal to (i) the Alternate Base Rate (as defined in the UniCredit Term Loan Credit Agreement), plus an applicable margin ranging from 0 bps to 12.5 bps based on the ratings of BHH’s senior unsecured non-credit enhanced long-term debt, as determined by Standard & Poor’s or Moody’s (the “UniCredit Ratings”), or (ii) the Term SOFR Rate (as defined in the UniCredit Term Loan Credit Agreement), plus an applicable margin of 62.5 bps to 112.5 bps based on BHH’s UniCredit Ratings.

Borrowings under each Term Loan Credit Agreement will mature 2 years from the date of funding. Each Term Loan Credit Agreement also contains (i) certain representations and warranties, (ii) certain affirmative covenants, (iii) certain negative covenants and (iv) certain events of default, including among other things, cross-acceleration to certain indebtedness, and certain events of bankruptcy in each case, that BHH and Baker Hughes consider customary. If such an event of default occurs, the applicable Lenders would be entitled to accelerate amounts due under the applicable Term Loan Credit Agreement.

The above summary of the terms of each Term Loan Credit Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreements which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the acquisition of Chart described in Item 2.01 below, on July 16, 2026, BHH’s existing term loan credit agreement (the “Previous Term Loan Credit Agreement”), dated August 15, 2025, among BHH, as borrower, and Baker Hughes, as parent guarantor, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, previously filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.1 to Baker Hughes’s Current Report on Form 8-K filed on August 18, 2025, automatically terminated. There were no termination penalties associated with the termination of the Previous Term Loan Credit Agreement.

The Previous Term Loan Credit Agreement was a senior, unsecured delayed draw term loan facility. The maximum availability under the Previous Term Loan Credit Agreement was $2.6 billion. The Previous Term Loan Credit Agreement provided for interest at a rate per annum equal to (i) the Alternate Base Rate (as defined in the Previous Term Loan Credit Agreement), plus an applicable margin of 0 bps or 12.5 bps based on the ratings of BHH’s senior unsecured non-credit enhanced long-term debt, as determined by Standard & Poor’s or Moody’s (the “Goldman Sachs Ratings”), or (ii) Adjusted Term SOFR (being Term SOFR plus a credit spread adjustment of 10 bps), plus an applicable margin ranging from 62.5 bps to 112.5 bps based on BHH’s Goldman Sachs Ratings. The loans under the Previous Term Loan Credit Agreement would have matured 2 years from the date of funding.

The above summary of the terms of the Previous Term Loan Credit Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which was filed as Exhibit 10.1 to Baker Hughes’s Current Report on Form 8-K filed on August 18, 2025 and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At the effective time of the Merger (the “Effective Time”), each share of common stock of Chart, par value $0.01 per share (the “Chart Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (x) shares of Chart Common Stock owned by Baker Hughes or any of its wholly owned subsidiaries or by Chart or any of its wholly owned subsidiaries or (y) shares of Chart Common Stock owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law, in each case immediately prior to the Effective Time), were canceled and extinguished and automatically converted into the right to receive $210.00 in cash (the “Merger Consideration”), without interest and subject to any applicable withholding tax.

Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase shares of Chart Common Stock with an exercise price per share less than the Merger Consideration was canceled and converted into the right to receive the excess of the Merger Consideration over the per-share exercise price of such option, and each option with an exercise price per share equal to or greater than the Merger Consideration was canceled for no consideration; (ii) each restricted stock unit with respect to shares of Chart Common Stock granted prior to the date of the Merger Agreement was canceled and converted into the right to receive the Merger Consideration; (iii) each restricted stock unit with respect to shares of Chart Common Stock granted on or after the date of the Merger Agreement was converted into a Baker Hughes restricted stock unit based on a conversion ratio determined using the average of the high and low selling prices of Baker Hughes Class A common stock on the trading day immediately preceding the closing, with such award remaining subject to the same terms and conditions as were applicable to such award immediately prior to the Effective Time; (iv) a pro rata portion of each performance stock unit (“Chart PSU”) with respect to shares of Chart Common Stock (based on the portion of the applicable performance period elapsed prior to the closing and the greater of (x) the target level of performance applicable to such Chart PSU and (y) the actual level of performance achieved as of immediately prior to the Effective Time) was canceled and converted into the right to receive the Merger Consideration; and (v) the remaining portion of each

Chart PSU that was not canceled and converted into the right to receive the Merger Consideration was canceled and converted into the right to receive a cash-based award based on the number of shares of Chart Common Stock subject to such remaining portion and the deemed level of performance as set forth in the immediately preceding clause (iv), with such award remaining subject to time-based vesting until the last day of the original performance period applicable to the related Chart PSU.

Baker Hughes funded the Merger Consideration through a combination of cash on hand, proceeds from the issuance of $6.5 billion and €3.0 billion senior notes on March 11, 2026 and borrowings under the Term Loan Credit Agreements referred to in Item 1.01 above.

The description of the effects of the Merger Agreement and of the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to Baker Hughes’s Current Report on Form 8-K filed on July 29, 2025, and which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As described in Item 1.01 above, BHH entered into the Term Loan Credit Agreements on July 15, 2026 and borrowed $2.0 billion collectively under the Term Loan Credit Agreements to fund a portion of the Merger Consideration, to pay transaction fees and expenses related to the Merger, including in connection with the incurrence of indebtedness by Baker Hughes or one of its subsidiaries, the use of proceeds as described in the Term Loan Credit Agreements and the payment of related fees, premiums and expenses, and to repay Chart’s outstanding indebtedness.

The description of the Term Loan Credit Agreements is set forth under Item 1.01, which description is incorporated herein by reference.

As described in Item 1.02 above, BHH terminated approximately $2.6 billion in remaining commitments under the Previous Term Loan Credit Agreement, reducing total commitments for the Previous Term Loan Credit Agreement to $0.

Item 7.01. Regulation FD Disclosure.

On July 16, 2026, Baker Hughes issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 of this report, including the information in Exhibit 99.1, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “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. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1 attached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended (the “Securities Act”).

Item 9.01 Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired

Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report on Form 8-K is required to be filed.

(b)

Pro Forma Financial Information

Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report on Form 8-K is required to be filed.

 

(d)

Exhibits

 

Exhibit

Number

    Description
2.1*    Agreement and Plan of Merger, dated as of July 28, 2025, by and among Baker Hughes, Merger Sub and Chart (incorporated by reference to Exhibit 2.1 to Baker Hughes’s Current Report on Form 8-K filed on July 29, 2025).
10.1    Term Loan Facility Credit Agreement, dated as of July 15, 2026, by and among BHH, as borrower, Baker Hughes, as parent guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders.
10.2    Term Loan Facility Credit Agreement, dated as of July 15, 2026, by and among BHH, as borrower, Baker Hughes, as parent guarantor, the lenders party thereto, and UniCredit Bank GmbH – New York Branch, as administrative agent for the lenders.
99.1    Press Release issued by Baker Hughes, dated as of July 16, 2026.
104    Cover Page Interactive Data File (formatted as Inline XBRL).

 

*

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the SEC upon request.

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.

 

    BAKER HUGHES COMPANY
Dated: July 16, 2026     By:  

/s/ Fernando Contreras

     

Fernando Contreras

Vice President, Chief Compliance Officer and Corporate Secretary

Exhibit 99.1

Baker Hughes Completes Acquisition of Chart Industries

 

  •  

Represents a major milestone in Baker Hughes’ ongoing portfolio management strategy to become a higher-value, leading industrialized energy solutions company

 

  •  

Expect $325 million in annualized cost synergies by year three after close; commercial synergy opportunities represent additional upside

 

  •  

Chart Industries will be a third operating segment, reflecting the scale and strategic importance of its differentiated capabilities

HOUSTON and LONDON – July 16, 2026 – Baker Hughes Company (NASDAQ: BKR) (“Baker Hughes” or “the Company”) today announced the successful completion of its acquisition of Chart Industries, Inc. (NYSE: GTLS) (“Chart”). This strategic transaction is a major milestone in Baker Hughes’ transformation into a higher-value, leading industrialized energy solutions company. The acquisition is expected to enhance Baker Hughes’ ability to deliver durable earnings and cash flow, driven by an expanded industrial portfolio and enhanced recurring aftermarket services.

“Chart’s thermal management solutions bring complementary capabilities and aftermarket service offerings that accelerate our portfolio strategy,” said Baker Hughes Chairman and Chief Executive Officer Lorenzo Simonelli. “Together, we will expand the solutions we deliver across a broader range of energy and industrial markets and create greater value for customers and shareholders. We welcome our new colleagues to Baker Hughes and look forward to working with them to deliver disciplined execution and maximize synergies as we move forward.”

Baker Hughes Chief Infrastructure & Performance Officer Jim Apostolides has been appointed senior vice president to lead the Chart segment. Since July 2025, Apostolides has led a seamless and effective integration program to support strategic growth and operational synergy readiness. Apostolides has more than 25 years of operational and multi-industry leadership, previously serving as senior vice president of Enterprise Operational Excellence for Baker Hughes since 2020.

“Congratulations to Jim on his well-deserved appointment as segment leader,” Simonelli added. “Jim’s business rigor, demonstrated through decades of global supply chain experience and operational leadership of large complex facilities around the world, makes him well-suited to lead implementation of the Baker Hughes Business System within Chart. We look forward to his leadership and continued success, quickly delivering value for our customers and shareholders as one company.”

Chart will operate as a new reporting segment within Baker Hughes, reflecting the scale and strategic importance of its differentiated capabilities in air and gas handling, thermal management, and lifecycle services. The segment structure is intended to preserve Chart’s commercial and operational focus while enabling full integration and synergy capture across Baker Hughes. Chart reported $4.3 billion in revenue for fiscal year 2025 and currently serves customers in more than 50 countries, spanning sectors including gas infrastructure, nuclear, data centers, carbon capture and storage, space, geothermal and other high-growth industrial markets.

Baker Hughes has launched a comprehensive integration program, leveraging its Business System to support operational alignment. The focus is on harmonizing product and technology platforms, engineering and commercial practices, and lifecycle and digital services. Early synergy capture in supply chain, functional support, and manufacturing is a priority, with a target of $325 million in annualized cost synergies within three years.

 

Baker Hughes Confidential

The acquisition of Chart marks a significant step in Baker Hughes’ portfolio optimization and growth strategy. By streamlining non-core businesses and expanding into industrial and lifecycle-driven markets, Baker Hughes is committed to sustainable, long-term growth, improved capital efficiency, and enhanced value for shareholders.

The Baker Hughes Board will continue its comprehensive evaluation, guided by progress in integration and operational execution. Baker Hughes remains committed to disciplined capital allocation, targeting a net leverage range of 1.0-1.5x within 24 months.

Cautionary Statement Regarding Forward-Looking Statements

This news release (and oral statements made regarding the subjects of this release) may contain 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 (each a “forward-looking statement”). All statements, other than historical facts, including statements regarding the presentation of Baker Hughes’ 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’ indebtedness, including the indebtedness Baker Hughes has incurred in connection with the transaction with Chart and the need to generate sufficient cash flows to service and repay such debt; Baker Hughes’ ability to meet expectations regarding the accounting and tax treatments of the 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 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 I of Item 1A of Baker Hughes’ Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission (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.

 

Baker Hughes Confidential

Any forward-looking statements speak only as of the date of this news release. 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.

About Baker Hughes

Baker Hughes (NASDAQ: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.

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For more information, please contact:

Media Relations

Adrienne M. Lynch

+1 713-906-8407

adrienne.lynch@bakerhughes.com

Investor Relations

Chase Mulvehill

+1 346-297-2561

investor.relations@bakerhughes.com

 

Baker Hughes Confidential

Source: View Original Filing on SEC EDGAR

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