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Baker Hughes Co 8-K Report, Corporate Update (Mar 2, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed March 2, 2026
Period End
February 27, 2026
Security
BKR
In the record · 2017–202610-K910-Q288-K130

BKR filed 9 annual reports (10-K), 28 quarterly reports (10-Q) and 130 current reports (8-K) between 2017 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Impairment8-K · Apr ’20Apr ’20
  3. Leadership change8-K · May ’23May ’23
  4. Leadership change8-K · Mar ’25Mar ’25

01—Abstract

Summary

Summary of the 8-K filed March 2, 2026. Cited figures are marked; the original filing is the authoritative source.

Baker Hughes (BKR) filed this 8-K on March 2, 2026 to supply audited financial statements for Chart Industries (GTLS), whose pending acquisition by Baker Hughes was agreed on July 28, 2025.

The filing contains Chart's audited results for fiscal 2025 and is not a Baker Hughes earnings report. Under the merger agreement, Chart shareholders would receive $210.00a in cash per share. Chart shareholders approved the deal on October 6, 2025, and completion still depends on regulatory clearances, including HSR and foreign antitrust approvals.

The initial outside date is July 28, 2026, with automatic extensions of two six-month periods if only regulatory approvals remain. Chart's 2025 sales rose 2.5% to $4,264.0 millionb, but reported profitability weakened sharply. Operating income fell 45% to $358.4 million, mainly because of a $266.0 million termination fee tied to the earlier Flowserve merger agreement that Chart terminated to accept the Baker Hughes deal.

Baker Hughes paid $258.0 millionc of that amount on Chart's behalf, and Chart paid $8.0 million. Excluding the fee, operating income would have been roughly $624 million, close to 2024 levels. Net income attributable to Chart common stockholders dropped to $13.5 million, and diluted EPS fell to $0.30 from $4.10.

Operating cash flow declined to $292.7 milliond from $503.0 million, partly because of the termination fee. Chart reported a backlog (remaining performance obligations) of $5.89 billion, with about 44% expected to be recognized over the next 12 months. Deloitte issued an unqualified opinion on both the financial statements and internal control over financial reporting.

Its one critical audit matter concerned estimates of total costs at completion for over-time revenue recognition, which covered $3.28 billion of 2025 sales. For Baker Hughes shareholders, the key points are the size of the pending acquisition, the regulatory timeline, the $250 million termination fee and $500 million reverse termination fee in the merger agreement, and the one-time charge that depressed Chart's reported 2025 earnings.

02—Key points

Key Highlights

  1. Chart Industries shareholders would receive $210.00 in cash per share under the pending merger with Baker Hughes, which Chart shareholders approved on October 6, 2025. Closing still requires HSR and foreign antitrust clearances.
  2. Chart's 2025 sales grew 2.5% to $4,264.0 million, but operating income fell 44.6% to $358.4 million, largely because of a $266.0 million Flowserve termination fee expense.
  3. Diluted EPS attributable to Chart fell to $0.30 in 2025 from $4.10 in 2024. Net income attributable to Chart common stockholders was $13.5 million after preferred dividends.
  4. Operating cash flow fell to $292.7 million from $503.0 million, reflecting the termination fee payment and higher unbilled contract revenue, which rose to $986.4 million.
  5. Baker Hughes paid $258.0 million of the $266.0 million Flowserve termination payment on Chart's behalf. Chart paid the remaining $8.0 million and must reimburse Baker Hughes if the $250 million termination fee becomes payable.
  6. The merger agreement sets a $250 million termination fee payable by Chart in specified circumstances and a $500 million reverse termination fee payable by Baker Hughes if antitrust or foreign investment approvals fail.
  7. Chart's backlog stood at $5.89 billion at year-end 2025, and Deloitte's unqualified audit opinion flagged over-time revenue recognition and cost-at-completion estimates as the critical audit matter.

03—Questions

Frequently Asked Questions

  1. Why does this 8-K contain Chart Industries' financial statements?

    Baker Hughes is acquiring Chart, and under SEC rules, the acquirer must file the target's audited financial statements when the acquisition is significant. This filing supplies Chart's audited 2025 statements and Deloitte's consent. It is a disclosure of Chart's results, not a Baker Hughes earnings report.

  2. What is the status of the Baker Hughes acquisition of Chart?

    The merger agreement was signed on July 28, 2025, and Chart shareholders approved it on October 6, 2025. The deal still requires HSR and certain foreign antitrust and regulatory clearances, and no government restraint may block it. The initial outside date is July 28, 2026, and it extends automatically for two six-month periods if only regulatory approvals remain outstanding.

  3. Why did Chart's 2025 operating income and EPS decline so sharply?

    The main cause was a $266.0 million termination fee expense from terminating the Flowserve merger agreement to accept the higher Baker Hughes offer. Without that charge, operating income would have been roughly $624 million, similar to 2024. Chart also recorded higher SG&A and amortization expense, and its diluted EPS was $0.30, against $4.10 in 2024.

  4. What financial penalties could apply if the deal fails?

    Chart must pay Baker Hughes a $250 million termination fee if the deal is terminated in certain circumstances, such as a material Chart breach or failure to close by the outside date, and Chart later enters into an alternative transaction within 12 months. Chart would also reimburse Baker Hughes for the Flowserve payment Baker Hughes covered. If the deal fails because antitrust or foreign investment approvals are not obtained, Baker Hughes must pay Chart a $500 million reverse termination fee.

04—Continue

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