Baker Hughes (BKR) restructures 16.3M-share HMH stake and gains exchange rights

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Baker Hughes Holdings LLC, a wholly owned subsidiary of Baker Hughes Company, reported a series of restructuring transactions involving its indirect stake in HMH Holding Inc around HMH’s IPO. HMH Holding B.V. first completed a 346,774.96-for-1 stock split, leaving Baker Hughes with 17,338,748 B.V. Voting Class A shares and 17,338,748 B.V. Voting Class B shares.

HMH B.V. then recapitalized, converting 16,288,748 B.V. Voting Class A shares into B.V. Non-Voting Class A shares and 16,288,748 B.V. Voting Class B shares into B.V. Non-Voting Class B shares. Baker Hughes Holdings LLC also sold 1,050,000 B.V. Voting Class A shares and 1,050,000 B.V. Voting Class B shares back to HMH Holding Inc. for a total of $19,740,000.

In exchange for relinquishing voting rights on its remaining B.V. Voting shares that became non-voting, Baker Hughes Holdings LLC received 16,288,748 shares of Class B common stock of HMH Holding Inc. Under an Exchange Agreement dated April 2, 2026, Baker Hughes may later 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 after the IPO lock-up period ends on September 27, 2026.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Baker Hughes Co, Baker Hughes Holdings LLC

Role Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Other	B.V. Voting Class A Shares	1,050,000	$9.40	$9.87M
Other	B.V. Voting Class B Shares	1,050,000	$9.40	$9.87M
Other	B.V. Voting Class A Shares	16,288,748	$0.00	--
Other	B.V. Voting Class B Shares	16,288,748	$0.00	--
Other	B.V. Non-Voting Class A Shares	16,288,748	$0.00	--
Other	B.V. Non-Voting Class B Shares	16,288,748	$0.00	--
Other	Class B common stock	16,288,748	$0.00	--

Holdings After Transaction: B.V. Voting Class A Shares — 16,288,748 shares (Indirect, Baker Hughes Holdings LLC); B.V. Voting Class B Shares — 16,288,748 shares (Indirect, Baker Hughes Holdings LLC); B.V. Non-Voting Class A Shares — 16,288,748 shares (Indirect, Baker Hughes Holdings LLC); B.V. Non-Voting Class B Shares — 16,288,748 shares (Indirect, Baker Hughes Holdings LLC); Class B common stock — 16,288,748 shares (Indirect, Baker Hughes Holdings LLC 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, held 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 Company and Baker Hughes Holdings LLC 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), the following transactions have occurred: first, HMH B.V., the predecessor entity to the Issuer, underwent a 346,774.96 for 1 stock split, after which Baker Hughes Company held 17,338,748 B.V. Voting Class B Shares and 17,338,748 B.V. Voting Class A Shares (through Baker Hughes Holdings LLC); (Continued from footnote 1) second, HMH B.V. recapitalized to convert (i) Baker Hughes Holdings LLC's 16,288,748 B.V. Voting Class A Shares to non-voting Class A ordinary shares (the "B.V. Non-Voting Class A Shares") and (ii) its 16,288,748 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 sold 1,050,000 B.V. Voting Class B Shares and 1,050,000 B.V. Voting Class A Shares, in each case, to the Issuer in exchange cumulatively for $19,740,000 and (ii) Baker Hughes Holdings LLC received 16,288,748 shares of Class B common stock of the Issuer (the "Issuer Class B Shares") in exchange for relinquishing voting rights on its remaining 16,288,748 B.V. Voting Class B Shares and 16,288,748 B.V. Voting Class A Shares that were recapitalized into 16,288,748 B.V. Non-Voting Class B Shares and 16,288,748 B.V. Non-Voting Class A Shares, respectively. Baker Hughes Company has an indirect pecuniary interest in the securities held by each of 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, dated as of April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Baker Hughes has 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

Stock split ratio: 346,774.96-for-1 Post-split voting A shares: 17,338,748 shares Post-split voting B shares: 17,338,748 shares +5 more

8 metrics

Stock split ratio 346,774.96-for-1 HMH B.V. stock split before HMH Holding Inc IPO

Post-split voting A shares 17,338,748 shares B.V. Voting Class A held through Baker Hughes Holdings LLC

Post-split voting B shares 17,338,748 shares B.V. Voting Class B held through Baker Hughes Holdings LLC

Voting shares sold 1,050,000 A + 1,050,000 B B.V. Voting Class A and B shares sold to HMH Holding Inc

Sale proceeds $19,740,000 Total consideration paid by HMH Holding Inc for voting shares

Issuer Class B shares received 16,288,748 shares Class B common stock of HMH Holding Inc received by Baker Hughes Holdings LLC

IPO lock-up end date September 27, 2026 Earliest date exchange rights may be exercised absent early release

Exchange ratio 1-for-1 One Issuer Class B, one B.V. Non-Voting A and one B.V. Non-Voting B into one Class A share or cash

Key Terms

synthetic secondary, director by deputization, IPO lock-up period, Exchange Agreement, +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

"Baker Hughes Holdings LLC may be deemed to be a "director by deputization" of the Issuer"

IPO lock-up period financial

"These rights are exercisable at any time after the conclusion of the Issuer's IPO lock-up period"

Exchange Agreement financial

"Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V."

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.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:15 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Baker Hughes Co

(Last)

(First)

(Middle)

575 N. DAIRY

ASHFORD RD, SUITE 100

(Street)

HOUSTON

TEXAS

77079

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HMH Holding Inc [ HMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock	04/02/2026		J⁽¹⁾⁽²⁾⁽⁴⁾		16,288,748	A	$0.00	16,288,748	I	Baker Hughes Holdings LLC See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
B.V. Voting Class A Shares	⁽¹⁾⁽²⁾⁽⁴⁾	04/02/2026		J⁽¹⁾⁽²⁾⁽⁴⁾			1,050,000	⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Class A common stock	1,050,000	$9.4	16,288,748	I	Baker Hughes Holdings LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
B.V. Voting Class B Shares	⁽¹⁾⁽²⁾⁽⁴⁾	04/02/2026		J⁽¹⁾⁽²⁾⁽⁴⁾			1,050,000	⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Class A common stock	1,050,000	$9.4	16,288,748	I	Baker Hughes Holdings LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
B.V. Voting Class A Shares	⁽¹⁾⁽²⁾⁽⁴⁾	04/02/2026		J⁽¹⁾⁽²⁾⁽⁴⁾			16,288,748	⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Class A common stock	16,288,748	$0	0	I	Baker Hughes Holdings LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
B.V. Voting Class B Shares	⁽¹⁾⁽²⁾⁽⁴⁾	04/02/2026		J⁽¹⁾⁽²⁾⁽⁴⁾			16,288,748	⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Class A common stock	16,288,748	$0	0	I	Baker Hughes Holdings LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
B.V. Non-Voting Class A Shares	⁽¹⁾⁽²⁾⁽⁴⁾	04/02/2026		J⁽¹⁾⁽²⁾⁽⁴⁾		16,288,748		09/27/2026⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Class A common stock	16,288,748	$0	16,288,748	I	Baker Hughes Holdings LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
B.V. Non-Voting Class B Shares	⁽¹⁾⁽²⁾⁽⁴⁾	04/02/2026		J⁽¹⁾⁽²⁾⁽⁴⁾		16,288,748		09/27/2026⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽⁴⁾	Class A common stock	16,288,748	$0	16,288,748	I	Baker Hughes Holdings LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Baker Hughes Co

(Last)

(First)

(Middle)

575 N. DAIRY

ASHFORD RD, SUITE 100

(Street)

HOUSTON

TEXAS

77079

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Baker Hughes Holdings LLC

(Last)

(First)

(Middle)

575 N. DAIRY

ASHFORD RD, SUITE 100

(Street)

HOUSTON

TEXAS

77079

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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, held 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 Company and Baker Hughes Holdings LLC 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), the following transactions have occurred: first, HMH B.V., the predecessor entity to the Issuer, underwent a 346,774.96 for 1 stock split, after which Baker Hughes Company held 17,338,748 B.V. Voting Class B Shares and 17,338,748 B.V. Voting Class A Shares (through Baker Hughes Holdings LLC);

2. (Continued from footnote 1) second, HMH B.V. recapitalized to convert (i) Baker Hughes Holdings LLC's 16,288,748 B.V. Voting Class A Shares to non-voting Class A ordinary shares (the "B.V. Non-Voting Class A Shares") and (ii) its 16,288,748 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 sold 1,050,000 B.V. Voting Class B Shares and 1,050,000 B.V. Voting Class A Shares, in each case, to the Issuer in exchange cumulatively for $19,740,000 and (ii) Baker Hughes Holdings LLC received 16,288,748 shares of Class B common stock of the Issuer (the "Issuer Class B Shares") in exchange for relinquishing voting rights on its remaining 16,288,748 B.V. Voting Class B Shares and 16,288,748 B.V. Voting Class A Shares that were recapitalized into 16,288,748 B.V. Non-Voting Class B Shares and 16,288,748 B.V. Non-Voting Class A Shares, respectively.

3. Baker Hughes Company has an indirect pecuniary interest in the securities held by each of 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.

4. Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V. and the other parties thereto, Baker Hughes has 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.

5. 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.

	By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Company	04/02/2026
	By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Holdings LLC	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What restructuring did Baker Hughes report in this Form 4 for HMH Holding Inc (BKR)?

Baker Hughes reported a complex equity restructuring around HMH Holding Inc’s IPO. It included a 346,774.96-for-1 stock split, recapitalizing voting shares into non-voting shares, a $19,740,000 sale of voting shares to HMH, and receiving 16,288,748 Class B common shares.

How many HMH B.V. voting shares did Baker Hughes hold after the stock split?

After the 346,774.96-for-1 stock split, Baker Hughes held 17,338,748 B.V. Voting Class A shares and 17,338,748 B.V. Voting Class B shares. These positions were held indirectly through Baker Hughes Holdings LLC, which is the entity making the reported transactions.

What HMH shares did Baker Hughes sell and for how much consideration?

Baker Hughes Holdings LLC sold 1,050,000 B.V. Voting Class A shares and 1,050,000 B.V. Voting Class B shares of HMH B.V. to HMH Holding Inc. In total, the issuer paid $19,740,000 as consideration for these voting shares as part of the IPO-related restructuring.

What did Baker Hughes receive in exchange for relinquishing voting rights in HMH?

Baker Hughes Holdings LLC received 16,288,748 shares of HMH Holding Inc. Class B common stock. This exchange occurred when it relinquished voting rights on 16,288,748 B.V. Voting Class B and 16,288,748 B.V. Voting Class A shares, which were recapitalized into corresponding non-voting B.V. shares.

What exchange rights does Baker Hughes have under the Exchange Agreement with HMH?

Under an Exchange Agreement dated April 2, 2026, Baker Hughes can 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, subject to customary adjustments.

When can Baker Hughes begin exchanging its HMH Class B and non-voting B.V. shares?

Baker Hughes may begin exercising its exchange rights after HMH’s IPO lock-up period concludes on September 27, 2026, unless that lock-up is earlier released or waived by the IPO underwriters. The rights have no stated expiration under the disclosed terms.

How is Baker Hughes Company’s beneficial ownership in HMH characterized in this filing?

Baker Hughes Company is described as having 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 expressly disclaim beneficial ownership of those securities for Section 16 purposes.

Baker Hughes (BKR) restructures 16.3M-share HMH stake and gains exchange rights

Rhea-AI Filing Summary

Positive

Negative

Insider Trade Summary

Key Figures

Key Terms

FAQ

What restructuring did Baker Hughes report in this Form 4 for HMH Holding Inc (BKR)?

How many HMH B.V. voting shares did Baker Hughes hold after the stock split?

What HMH shares did Baker Hughes sell and for how much consideration?

What did Baker Hughes receive in exchange for relinquishing voting rights in HMH?

What exchange rights does Baker Hughes have under the Exchange Agreement with HMH?

When can Baker Hughes begin exchanging its HMH Class B and non-voting B.V. shares?

How is Baker Hughes Company’s beneficial ownership in HMH characterized in this filing?