Baker Hughes Holdings LLC 4
4 · HMH Holding Inc · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
HMH (HMH) Baker Hughes (10% Owner) Sells 2.1M Shares for $19.74M
What Happened
- Baker Hughes (a 10% owner through Baker Hughes Holdings LLC) completed a set of recapitalization/exchange transactions with HMH Holding Inc. on April 2, 2026. As part of a synthetic secondary: Baker Hughes sold 1,050,000 B.V. Voting Class B Shares and 1,050,000 B.V. Voting Class A Shares (total 2,100,000 shares) for $9.40 per share, totaling $19,740,000 in cash. In connection with the recapitalization and reorganization, Baker Hughes also received 16,288,748 shares of the Issuer’s Class B common stock (reported as derivative acquisitions at $0.00) reflecting conversion/recapitalization steps described in the filing.
- These entries are largely structural (recapitalization and exchange of B.V. shares into Issuer Class B shares and related relinquishment of voting rights) rather than routine open-market trading.
Key Details
- Transaction date: April 2, 2026.
- Dispositions: 1,050,000 shares @ $9.40 and another 1,050,000 shares @ $9.40 (total disposed = 2,100,000; total proceeds = $19,740,000).
- Acquisitions (derivative): 16,288,748 Issuer Class B shares reported as acquired at $0.00 (result of recapitalization/exchange).
- Shares held after transactions: Baker Hughes received/reported 16,288,748 Issuer Class B shares (see footnotes for relationship with remaining B.V. non-voting shares).
- Notable footnotes: (1) recapitalization and 346,774.96-for-1 split preceded these moves; (2) Baker Hughes Holdings LLC sold 2.1M voting shares to the Issuer for $19.74M and received 16,288,748 Issuer Class B shares in exchange for relinquishing voting rights on remaining shares; (3) Baker Hughes Company has an indirect pecuniary interest in securities held by Baker Hughes Holdings LLC; (4) an Exchange Agreement gives Baker Hughes the right to exchange Issuer Class B Shares plus related non-voting B.V. shares for Class A common stock (one-for-one, exercisable after IPO lock-up, currently Sept 27, 2026); (5) two board nominees were placed by Baker Hughes Holdings LLC and the filer may be deemed a “director by deputization.”
- Timeliness: Form 4 filed with a report date of April 2, 2026 (no late-filing flag in the filing).
Context
- These entries reflect a corporate recapitalization and a synthetic secondary (private exchange/sale to the Issuer), not a straightforward open-market buy or sell by an individual executive. For retail investors: purchases/sales tied to restructurings and exchanges are often driven by deal mechanics and not necessarily a signal of management sentiment.
- The derivative/zero-price entries reflect issuance/conversion mechanics (receiving Class B common shares in exchange for prior B.V. interests). Under the Exchange Agreement Baker Hughes retains the right to convert its Issuer Class B shares (plus related non-voting B.V. shares) into Class A common stock after the IPO lock-up, subject to adjustments.
Insider Transaction Report
Form 4
Baker Hughes Co
Director10% OwnerOther
Transactions
- Other
Class B common stock
[F1][F2][F4][F3][F5]2026-04-02+16,288,748→ 16,288,748 total(indirect: By LLC) - Other
B.V. Voting Class A Shares
[F1][F2][F4][F3][F5]2026-04-02$9.40/sh−1,050,000$9,870,000→ 16,288,748 total(indirect: By LLC)→ Class A common stock (1,050,000 underlying) - Other
B.V. Voting Class B Shares
[F1][F2][F4][F3][F5]2026-04-02$9.40/sh−1,050,000$9,870,000→ 16,288,748 total(indirect: By LLC)→ Class A common stock (1,050,000 underlying) - Other
B.V. Voting Class A Shares
[F1][F2][F4][F3][F5]2026-04-02−16,288,748→ 0 total(indirect: By LLC)→ Class A common stock (16,288,748 underlying) - Other
B.V. Voting Class B Shares
[F1][F2][F4][F3][F5]2026-04-02−16,288,748→ 0 total(indirect: By LLC)→ Class A common stock (16,288,748 underlying) - Other
B.V. Non-Voting Class A Shares
[F1][F2][F4][F3][F5]2026-04-02+16,288,748→ 16,288,748 total(indirect: By LLC)From: 2026-09-27→ Class A common stock (16,288,748 underlying) - Other
B.V. Non-Voting Class B Shares
[F1][F2][F4][F3][F5]2026-04-02+16,288,748→ 16,288,748 total(indirect: By LLC)From: 2026-09-27→ Class A common stock (16,288,748 underlying)
Footnotes (5)
- [F1]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);
- [F2](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.
- [F3]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.
- [F4]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.
- [F5]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.