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Baker Hughes (HMH) records $6.45M restructuring tied to HMH IPO overallotment

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Baker Hughes Holdings LLC, a major shareholder of HMH Holding Inc, reported internal restructuring transactions involving multiple share classes rather than open-market trades. On April 30, 2026, underwriters partially exercised the IPO over-allotment to purchase 685,844 shares of Class A common stock. Net proceeds of $12,893,867.20 will be contributed by HMH Holding Inc. to HMH Holding B.V., which will use $6,446,933.60 of this amount to buy from Baker Hughes 342,922 Issuer Class B Shares, 342,922 B.V. Non-Voting Class A Shares and 342,922 B.V. Non-Voting Class B Shares. Following these "other" transactions, Baker Hughes Holdings LLC reports indirect beneficial ownership of 15,945,826 shares, and retains the right, after the IPO lock-up period ends on September 27, 2026, to exchange one Issuer Class B Share plus one of each B.V. non-voting share for one Class A common share or cash on a one-for-one basis.

Positive

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Insider Baker Hughes Co, Baker Hughes Holdings LLC
Role null | null
Type Security Shares Price Value
Other B.V. Non-Voting Class A Shares 342,922 $8.087 $2.77M
Other B.V. Non-Voting Class B Shares 342,922 $10.713 $3.67M
Other Class B Common Stock 342,922 $0.00 --
Holdings After Transaction: B.V. Non-Voting Class A Shares — 15,945,826 shares (Indirect, Baker Hughes Holdings LLC See footnotes); B.V. Non-Voting Class B Shares — 15,945,826 shares (Indirect, Baker Hughes Holdings LLC See footnotes); Class B Common Stock — 15,945,826 shares (Indirect, Baker Hughes Holdings LLC See footnotes)
Footnotes (1)
  1. On April 30, 2026, the underwriters of the initial public offering ("IPO") of HMH Holding Inc. (the "Issuer") partially exercised their option to purchase (the "Over Allotment") additional shares of the Issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). In connection with the Over Allotment, the underwriters will purchase 685,844 shares of Class A Common Stock, and the transaction is anticipated to close on May 5, 2026. The Issuer will contribute the net proceeds from the Over Allotment, which will amount to $12,893,867.20, to HMH Holding B.V. ("HMH B.V."), and HMH B.V. will use such net proceeds to purchase in equal proportion from Baker Hughes (as defined below) and another stockholder of HMH B.V., respectively, an aggregate number of shares of Class B common stock of the Issuer (the "Issuer Class B Shares"), (Continued from footnote 1) non-voting Class A ordinary shares in HMH B.V. (the "B.V. Non-Voting Class A Shares") and non-voting Class B shares in HMH B.V. (the "B.V. Non-Voting Class B Shares"), respectively, equal to the number of shares of Class A Common Stock to be purchased by the underwriters pursuant to the Over Allotment. With regards to Baker Hughes, HMH B.V. will purchase the following securities for a purchase price of $6,446,933.60 to be paid to Baker Hughes: (i) 342,922 Issuer Class B Shares, (ii) 342,922 B.V. Non-Voting Class A Shares in exchange for $2,773,200.59 and (iii) 342,922 B.V. Non-Voting Class B Shares in exchange for $3,673,733.01. In this filing, Baker Hughes Company and Baker Hughes Holdings LLC are collectively referred to as "Baker Hughes". 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, 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 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.
IPO over-allotment size 685,844 shares Class A common stock purchased by underwriters in over-allotment
Issuer net over-allotment proceeds $12,893,867.20 Contributed by HMH Holding Inc. to HMH Holding B.V.
Cash paid to Baker Hughes $6,446,933.60 Consideration for 342,922 of each of three HMH-related share classes
Restructured securities per class 342,922 shares Each of Issuer Class B, B.V. Non-Voting Class A and Class B shares
Total shares affected by restructuring 1,028,766 shares Aggregate across three securities in transactionSummary
Shares held after transaction 15,945,826 shares Total shares following transactions for Baker Hughes Holdings LLC
Over Allotment financial
"the underwriters will purchase 685,844 shares of Class A Common Stock, and the transaction is anticipated to close on May 5, 2026. The Issuer will contribute the net proceeds from the Over Allotment"
initial public offering ("IPO") financial
"On April 30, 2026, the underwriters of the initial public offering ("IPO") of HMH Holding Inc."
A company’s first sale of stock to the public through a stock exchange, marking its move from private ownership to public ownership. For investors it creates a new opportunity to buy a stake early, sets a market price for the business, and often brings higher attention and volatility—think of a local bakery that used to be family-run finally selling shares so the whole neighborhood can own a piece; that change affects value, control and risk.
B.V. Non-Voting Class A Shares financial
"non-voting Class A ordinary shares in HMH B.V. (the "B.V. Non-Voting Class A Shares")"
B.V. Non-Voting Class B Shares financial
"and non-voting Class B shares in HMH B.V. (the "B.V. Non-Voting Class B Shares")"
Exchange Agreement financial
"Pursuant to the Exchange Agreement, dated as of April 2, 2026, by and among the Issuer, HMH B.V."
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."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
Director by Deputization
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Class B Common Stock04/30/2026J(1)(2)(4)342,922D$0.0015,945,826IBaker 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
B.V. Non-Voting Class A Shares(1)(2)(4)04/30/2026J(1)(2)(4)342,922(1)(2)(4) (1)(2)(4) (1)(2)(4)Class A common stock342,922$8.08715,945,826IBaker Hughes Holdings LLC See footnotes(1)(2)(3)(4)(5)
B.V. Non-Voting Class B Shares(1)(2)(4)04/30/2026J(1)(2)(4)342,922(1)(2)(4) (1)(2)(4) (1)(2)(4)Class A common stock342,922$10.71315,945,826IBaker Hughes Holdings LLC See footnotes(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
XDirectorX10% Owner
Officer (give title below)XOther (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
XDirectorX10% Owner
Officer (give title below)XOther (specify below)
Director by Deputization
Explanation of Responses:
1. On April 30, 2026, the underwriters of the initial public offering ("IPO") of HMH Holding Inc. (the "Issuer") partially exercised their option to purchase (the "Over Allotment") additional shares of the Issuer's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"). In connection with the Over Allotment, the underwriters will purchase 685,844 shares of Class A Common Stock, and the transaction is anticipated to close on May 5, 2026. The Issuer will contribute the net proceeds from the Over Allotment, which will amount to $12,893,867.20, to HMH Holding B.V. ("HMH B.V."), and HMH B.V. will use such net proceeds to purchase in equal proportion from Baker Hughes (as defined below) and another stockholder of HMH B.V., respectively, an aggregate number of shares of Class B common stock of the Issuer (the "Issuer Class B Shares"),
2. (Continued from footnote 1) non-voting Class A ordinary shares in HMH B.V. (the "B.V. Non-Voting Class A Shares") and non-voting Class B shares in HMH B.V. (the "B.V. Non-Voting Class B Shares"), respectively, equal to the number of shares of Class A Common Stock to be purchased by the underwriters pursuant to the Over Allotment. With regards to Baker Hughes, HMH B.V. will purchase the following securities for a purchase price of $6,446,933.60 to be paid to Baker Hughes: (i) 342,922 Issuer Class B Shares, (ii) 342,922 B.V. Non-Voting Class A Shares in exchange for $2,773,200.59 and (iii) 342,922 B.V. Non-Voting Class B Shares in exchange for $3,673,733.01.
3. In this filing, Baker Hughes Company and Baker Hughes Holdings LLC are collectively referred to as "Baker Hughes". 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.
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 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 Company05/04/2026
By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Holdings LLC05/04/2026
** Signature of Reporting PersonDate
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.
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* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Baker Hughes report in this Form 4 for HMH (HMH)?

The Form 4 shows Baker Hughes entities recorded three "other" restructuring transactions involving 342,922 Issuer Class B Shares and related B.V. non-voting shares, tied to the IPO over-allotment, rather than open-market purchases or sales of HMH Class A common stock.

How many HMH Class A shares are in the IPO over-allotment for HMH (HMH)?

Underwriters partially exercised their IPO over-allotment option to purchase 685,844 shares of HMH Holding Inc. Class A common stock. This additional block is being sold by the company, with proceeds then used downstream in related transactions involving Baker Hughes and another HMH B.V. shareholder.

Did Baker Hughes execute an open-market sale or purchase of HMH (HMH) stock?

No open-market buys or sells are reported. All three transactions use code J, described as "other acquisition or disposition," reflecting internal restructuring linked to the IPO over-allotment, rather than discretionary trading in HMH Class A shares on the open market.

What exchange rights does Baker Hughes hold in HMH (HMH)?

Under an Exchange Agreement, Baker Hughes may exchange one Issuer Class B Share plus one B.V. Non-Voting Class A and one B.V. Non-Voting Class B share for cash or one Class A common share, on a one-for-one basis, after the IPO lock-up ends on September 27, 2026.