Baker Hughes Co SEC Filings

Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc. are offering euro-denominated senior notes to help fund Baker Hughes Company’s proposed acquisition of Chart Industries, Inc., which values Chart at approximately $13.6 billion based on a $210.00 per-share cash price.

The prospectus supplement states net proceeds will be used with cash on hand and borrowings under a $2.6 billion Term Loan Credit Agreement and a committed bridge facility (initially up to $12.3 billion, later reduced to $11.0 billion) to finance the transaction, pay fees and repay Chart’s indebtedness. The offering is not conditioned on closing the Chart Merger, but a special mandatory redemption at 101% of principal (plus accrued interest) will be required if the merger is not consummated by the Special Mandatory Redemption End Date.

Baker Hughes is offering multiple series of senior unsecured notes to help finance its proposed acquisition of Chart Industries, which values Chart at approximately $13.6 billion based on a $210 per-share merger consideration. The offering proceeds, together with cash on hand and borrowings under the Term Loan Credit Agreement, are intended to fund the merger, pay transaction fees and repay Chart’s outstanding indebtedness.

The offering is not conditioned on the closing of the Chart Merger and includes a Special Mandatory Redemption if the merger is not consummated on or before the later of July 28, 2026 and five business days after the Merger Agreement’s Outside Date; in that event the notes would be redeemed at 101% of principal plus accrued interest. The prospectus discloses bridge and term‑loan financing commitments and certain 2025 divestitures with aggregate cash consideration described in the filing.

Baker Hughes Company filed an 8-K providing the audited 2025 financial statements of its proposed acquisition target, Chart Industries, along with an unqualified audit opinion and clean internal control opinion from Deloitte & Touche.

Chart posted 2025 sales of $4,264.0 million, up from $4,160.3 million in 2024, with $3,275.4 million recognized over time on long-term contracts. However, net income attributable to Chart fell to $40.7 million and diluted EPS dropped to $0.30, largely due to a $266.0 million termination fee expense tied to ending a prior Flowserve merger agreement.

Chart’s balance sheet at year-end 2025 showed total assets of $9,806.4 million, total liabilities of $6,430.7 million and total equity of $3,375.7 million. Backlog, reflected as remaining performance obligations, was $5,886.2 million, with about 44% expected to convert to revenue within 12 months, highlighting substantial contracted work ahead of the planned cash merger at $210.00 per Chart share, subject to closing conditions.

Baker Hughes Co executive Ahmed Farhan Moghal, EVP and Chief Financial Officer, reported equity award activity involving the company’s Class A Common Stock. On February 24, 2026, he exercised 8,049 restricted stock units, which converted into 8,049 shares of Class A Common Stock at a price of $0.00 per share.

To cover tax obligations from this vesting, 3,984 shares of Class A Common Stock were disposed of at $64.72 per share as a tax-withholding transaction. After these transactions, he directly held 28,906 shares of Class A Common Stock and 16,099 restricted stock units. The restricted stock units represent rights to receive, without payment, one share of Class A Common Stock per unit, with this vesting described as the first of three equal annual installments from a February 24, 2025 grant.

Baker Hughes Company executive Moghal Ahmed Farhan reported an indirect open‑market sale of Class A common stock by his spouse. On February 12, 2026, the spouse sold 18,102 shares at $61.19 per share under a Rule 10b5-1 trading plan adopted on November 10, 2025.

After this transaction, the filing shows no remaining indirectly held shares by the spouse, while Farhan continues to directly own 24,841 Class A common shares in Baker Hughes.

A holder of BKR Class A shares has filed a notice of intent to sell 18,102 Class A shares through Fidelity Brokerage Services LLC on the NASDAQ, with an aggregate market value listed as 1107661.38. The filing notes that there were 988236510 Class A shares outstanding and indicates an approximate sale date of 02/12/2026.

The shares to be sold were acquired directly from the issuer through multiple restricted stock vesting events in 2024 and 2025, and a stock option exercise in 2025. These awards and the option exercise were characterized as compensation or cash payments to the selling person.

Baker Hughes Chief Infra & Performance Officer James E. Apostolides reported option exercises and share sales. On February 10, 2026, he exercised a stock option for 10,989 Class A shares at $22.98 and sold 14,835 and 10,989 Class A shares at $59.74 per share in open-market transactions.

After these trades, he directly owned 15,449 Class A shares and held no remaining shares under the reported option. The filing notes the activity was conducted under a Rule 10b5-1 trading plan adopted on November 10, 2025, and that the option was granted on January 23, 2020 and vested annually over three years.

Baker Hughes Chief Legal Officer Maria Georgia Magno reported an open-market sale of Class A common stock. On February 9, 2026, she sold 19,150 shares at a price of $59.11 per share in a coded "S" transaction.

After this sale, Magno directly beneficially owns 14,588.296 Class A shares. The filing notes that the transaction was carried out under a Rule 10b5-1 trading plan that she adopted on November 10, 2025, indicating the sales were pre-arranged.

Baker Hughes Co officer Maria C. Borras reported an open‑market sale of 54,434 shares of Class A common stock on February 9, 2026 at $59.11 per share. After this transaction, she directly beneficially owned 92,035 shares.

The sale was executed under a pre‑arranged Rule 10b5‑1 trading plan that she adopted on November 10, 2025, which is designed to allow insiders to sell shares according to a preset schedule.