Baker Hughes (BKR) outlines pre-IPO stake and exchange rights in HMH
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Baker Hughes Company and its subsidiary Baker Hughes Holdings LLC report their initial indirect holdings in HMH Holding Inc ahead of HMH’s IPO. Through Baker Hughes Holdings LLC, they hold 50 B.V. Voting Class A Shares and 50 B.V. Voting Class B Shares of HMH Holding B.V., each linked to 50 shares of HMH’s Class A common stock.
The footnotes describe a planned corporate reorganization and synthetic secondary tied to HMH’s IPO, including stock splits, recapitalizations into non-voting shares, and exchanges of certain B.V. shares for cash and HMH Class B common stock. An Exchange Agreement gives Baker Hughes the right, after the IPO lock-up period ending on September 27, 2026, to exchange one Issuer Class B Share, one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share for cash or HMH Class A common stock on a one-for-one basis. Baker Hughes Holdings LLC may also be deemed a director of HMH by deputization through its nominated board members.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Baker Hughes Co, Baker Hughes Holdings LLC
Role
Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | B.V. Voting Class A Shares | -- | -- | -- |
| holding | B.V. Voting Class B Shares | -- | -- | -- |
Holdings After Transaction:
B.V. Voting Class A Shares — 50 shares (Indirect, See Footnotes);
B.V. Voting Class B Shares — 50 shares (Indirect, See Footnotes)
Footnotes (1)
- Prior to the initial public offering ("IPO") of HMH Holding Inc. (the "Issuer"), Baker Hughes Holdings LLC, a wholly owned subsidiary of Baker Hughes Company, holds 50 Class B ordinary shares (the "B.V. Voting Class B Shares") of HMH Holding B.V. ("HMH B.V.") and 50 Class A ordinary shares (the "B.V. Voting Class A Shares") of HMH B.V. In this filing, Baker Hughes Holdings LLC and Baker Hughes Company are collectively referred to as "Baker Hughes". In connection with the corporate reorganization and Baker Hughes' participation in the synthetic secondary as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-281497), it is anticipated that the following transactions will occur: first, HMH B.V., the predecessor entity to the Issuer that will become a subsidiary of the Issuer in connection with the aforementioned corporate reorganization and the Issuer's IPO, will undergo a stock split, after which Baker Hughes will hold additional (Continued from footnote 1) B.V. Voting Class B Shares and additional B.V. Voting Class A Shares (through Baker Hughes Holdings LLC); second, HMH B.V. will recapitalize to convert (i) a portion of its B.V. Voting Class A Shares to non-voting Class A ordinary shares (the "B.V. Non-Voting Class A Shares") and (ii) a portion of its B.V. Voting Class B Shares to non-voting Class B ordinary shares (the "B.V. Non-Voting Class B Shares"); third, (i) Baker Hughes Holdings LLC will sell the remaining B.V. Voting Class B Shares held by it and the remaining B.V. Voting Class A Shares held by it, to the Issuer in exchange for cash and (ii) Baker Hughes Holdings LLC will receive shares of Class B common stock of the Issuer (the "Issuer Class B Shares") in exchange for relinquishing voting rights on its remaining B.V. Voting Class B Shares and B.V. Voting Class A Shares, that were recapitalized into B.V. Non-Voting Class B Shares and B.V. Non-Voting Class A Shares, respectively. Baker Hughes Company has an indirect pecuniary interest in the securities held by Baker Hughes Holdings LLC. Consequently, Baker Hughes Company may be deemed to share beneficial ownership in the securities held directly by Baker Hughes Holdings LLC. The board of directors and officers of Baker Hughes Company disclaim beneficial ownership with respect to such securities. Pursuant to the Exchange Agreement, to be dated on or about April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Baker Hughes will have the right to exchange one Issuer Class B Share, one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share for cash or shares of the Issuer's Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments (e.g. for stock splits, stock dividends and reclassifications). These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period (i.e., September 27, 2026, unless the IPO lock-up is earlier released or waived by the underwriters of the Issuer's IPO) and do not expire. Judson E. Bailey and M. Georgia Magno are directors of the Issuer and were nominated for such roles by Baker Hughes Holdings LLC. By virtue of their service on the Board of Directors of the Issuer, for purposes of Section 16, Baker Hughes Holdings LLC may be deemed to be a "director by deputization" of the Issuer.
Key Figures
B.V. Voting Class A underlying: 50.0000 shares
B.V. Voting Class B underlying: 50.0000 shares
Exercise price: $0.0000 per share
+2 more
5 metrics
B.V. Voting Class A underlying
50.0000 shares
Underlying HMH Class A common stock for B.V. Voting Class A Shares
B.V. Voting Class B underlying
50.0000 shares
Underlying HMH Class A common stock for B.V. Voting Class B Shares
Exercise price
$0.0000 per share
Exercise price for B.V. Voting Class A and Class B derivative positions
IPO lock-up end
September 27, 2026
Earliest date exchange rights on HMH-related securities become exercisable
Holding entries
2 entries
Number of holding-type records reported in transaction summary
Key Terms
synthetic secondary, director by deputization, Exchange Agreement, IPO lock-up period, +1 more
5 terms
synthetic secondary financial
"in connection with the corporate reorganization and Baker Hughes' participation in the synthetic secondary as described in the Issuer's Registration Statement"
A synthetic secondary is a transaction that transfers the economic exposure of a company’s shares using financial contracts rather than by handing over the actual stock, similar to selling the value of a house without giving the keys. It matters to investors because it can change who is effectively betting for or against the stock, affect perceived supply and price pressure, and mask whether insiders are reducing their real ownership.
director by deputization regulatory
"for purposes of Section 16, Baker Hughes Holdings LLC may be deemed to be a "director by deputization" of the Issuer"
Exchange Agreement financial
"Pursuant to the Exchange Agreement, to be dated on or about April 2, 2026, by and among the Issuer, HMH B.V."
IPO lock-up period financial
"These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period (i.e., September 27, 2026"
beneficial ownership regulatory
"may be deemed to share beneficial ownership in the securities held directly by Baker Hughes Holdings LLC"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What does Baker Hughes’ Form 3 filing for HMH Holding Inc show?
The Form 3 shows Baker Hughes, through Baker Hughes Holdings LLC, initially holds B.V. Voting Class A and Class B shares in HMH Holding B.V., each tied to HMH Class A common stock, in connection with HMH’s planned IPO and related corporate reorganization.
What exchange rights will Baker Hughes have in relation to HMH (BKR)?
Under an Exchange Agreement, Baker Hughes may exchange one Issuer Class B Share, one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share for cash or one HMH Class A common share, on a one-for-one basis, subject to customary adjustment provisions.
Why is Baker Hughes considered a director by deputization at HMH Holding Inc?
Baker Hughes Holdings LLC nominated Judson E. Bailey and M. Georgia Magno to HMH’s board. Because its nominees serve as directors, Baker Hughes Holdings LLC may be deemed a “director by deputization” for Section 16 purposes, giving it director-level reporting status at HMH.
How is Baker Hughes Company’s beneficial ownership in HMH characterized?
Baker Hughes Company has an indirect pecuniary interest in securities held by Baker Hughes Holdings LLC and may be deemed to share beneficial ownership. However, its board and officers disclaim beneficial ownership regarding these securities, as noted explicitly in the Form 3 footnotes.