Baker Hughes Holdings LLC 4
4 · HMH Holding Inc · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
HMH 10% Owner Baker Hughes Sells 342,922 Shares in IPO Deal
What Happened
Baker Hughes (10% owner of HMH Holding Inc.) reported dispositions on April 30, 2026 related to HMH’s initial public offering over‑allotment. The filing shows 342,922 shares disposed across three reported lines: one at $0.00 (reported value $0) and two derivative dispositions at $8.09 (value $2,773,210) and $10.71 (value $3,673,723). Per the filing footnotes, HMH B.V. will pay Baker Hughes a total of $6,446,933.60 for these securities as part of the underwriters’ partial exercise of the IPO over‑allotment. This was a transaction to sell/transfer securities tied to the IPO (institutional disposition), not an open‑market insider sale by an executive.
Key Details
- Transaction date: April 30, 2026 (Form 4 filed May 4, 2026). Transaction code: "Other acquisition or disposition (J)".
- Reported lines: 342,922 @ $0.00 (Disposed) = $0; 342,922 @ $8.09 (Disposed, derivative) = $2,773,210; 342,922 @ $10.71 (Disposed, derivative) = $3,673,723. Aggregate proceeds per footnotes: $6,446,933.60.
- Shares owned after transaction: not specified in the Form 4 (filing notes Baker Hughes is a 10% owner).
- Notable footnotes: transaction arises from underwriters’ over‑allotment purchase; HMH B.V. buys Issuer Class B Shares plus B.V. non‑voting Class A and B shares in equal proportion. Baker Hughes retains exchange rights (one‑for‑one into Class A common shares) exercisable after IPO lock‑up (currently Sept 27, 2026).
- Insider type: institutional 10% owner (Baker Hughes Company / Baker Hughes Holdings LLC); two Baker‑nominated directors serve on HMH’s board (per filing).
Context
These were structured dispositions tied to the IPO over‑allotment rather than routine open‑market selling by an officer. Two of the reported lines are derivative/convertible class transfers; per the Exchange Agreement Baker Hughes can convert one Issuer Class B Share + related B.V. non‑voting shares into Class A common on a one‑for‑one basis after the lock‑up. For retail investors: purchases are generally more informative of bullish insider sentiment; this filing documents an institutional sale tied to the IPO mechanics and continued conversion rights, not necessarily a permanent exit.
Insider Transaction Report
- Other
Class B Common Stock
[F1][F2][F4][F3][F5]2026-04-30−342,922→ 15,945,826 total(indirect: By LLC) - Other
B.V. Non-Voting Class A Shares
[F1][F2][F4][F3][F5]2026-04-30$8.09/sh−342,922$2,773,210→ 15,945,826 total(indirect: By LLC)→ Class A common stock (342,922 underlying) - Other
B.V. Non-Voting Class B Shares
[F1][F2][F4][F3][F5]2026-04-30$10.71/sh−342,922$3,673,723→ 15,945,826 total(indirect: By LLC)→ Class A common stock (342,922 underlying)
Footnotes (5)
- [F1]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"),
- [F2](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.
- [F3]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.
- [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 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.