Sec Form 4 Filing - Baker Hughes Co @ HMH Holding Inc - 2026-04-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Baker Hughes Co
2. Issuer Name and Ticker or Trading Symbol
HMH Holding Inc [ HMH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
575 N. DAIRY, ASHFORD RD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2026
(Street)
HOUSTON, TX77079
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class B Common Stock 04/30/2026 J( 1 )( 2 )( 4 ) 342,922 D $ 0 15,945,826 I Baker 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
B.V. Non-Voting Class A Shares ( 1 ) ( 2 ) ( 4 ) 04/30/2026 J( 1 )( 2 )( 4 ) 342,922 ( 1 ) ( 2 ) ( 4 ) ( 1 )( 2 )( 4 ) ( 1 )( 2 )( 4 ) Class A common stock 342,922 $ 8.087 15,945,826 I Baker Hughes Holdings LLC See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
B.V. Non-Voting Class B Shares ( 1 ) ( 2 ) ( 4 ) 04/30/2026 J( 1 )( 2 )( 4 ) 342,922 ( 1 ) ( 2 ) ( 4 ) ( 1 )( 2 )( 4 ) ( 1 )( 2 )( 4 ) Class A common stock 342,922 $ 10.713 15,945,826 I Baker Hughes Holdings LLC See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baker Hughes Co
575 N. DAIRY
ASHFORD RD, SUITE 100
HOUSTON, TX77079
X X Director by Deputization
Baker Hughes Holdings LLC
575 N. DAIRY
ASHFORD RD, SUITE 100
HOUSTON, TX77079
X X Director by Deputization
Signatures
By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Company 05/04/2026
Signature of Reporting Person Date
By: /s/ Fernando Contreras, Vice President - Chief Compliance Officer and Corporate Secretary of Baker Hughes Holdings LLC 05/04/2026
Signature of Reporting Person Date
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.

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