Baker Hughes Holdings LLC 4

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.