Does this amendment change Baker Hughes' reported financial results?

No. The amendment adds Chart's audited FY2025 and unaudited Q1 2026 financial statements and pro forma combined information under Article 11 of Regulation S-X. Baker Hughes' own reported results are unchanged; the pro forma figures are illustrative and assume the deal closed on January 1, 2025 for income statement purposes and March 31, 2026 for the balance sheet.

Why do pro forma earnings per share decline so much?

The pro forma statements include about $694 million of additional amortization and depreciation from the fair-value step-up of acquired intangibles and property, plant and equipment, roughly $101 million of inventory fair-value expense in 2025, and substantially higher interest expense from acquisition financing. These effects are partly offset by Chart's contribution to revenue, and the pro forma statements exclude any expected cost savings or synergies.

How was the acquisition financed?

The deal was funded mainly with cash on hand and new debt. Baker Hughes completed a debt offering on March 11, 2026 and drew two $1 billion term loans on July 15, 2026. Chart's roughly $4.45 billion of third-party debt was repaid at closing. Pro forma cash falls to $2,484 million, and pro forma long-term debt rises to $17,411 million.

Are the purchase accounting figures final?

No. The purchase price allocation is preliminary and based on Chart's March 31, 2026 balance sheet and currently available information. Baker Hughes has up to one year from closing to finalize it, and the final allocation could materially change goodwill, intangible amortization, and future earnings. The company also says further accounting policy harmonization could affect results.

What are the notable contingent or divestiture items?

Regulatory approval required the disposition of Chart's IPSMR business, which is classified as held for sale and carried with an $80 million purchase price adjustment. Separately, Baker Hughes recorded a $305 million fair-value liability for a put option covering 32.8% of HTEC, a hydrogen production venture co-invested with affiliates of MSD Partners, which is a potential future cash obligation.

BKR 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K/A filed October 1, 2026. Cited figures are marked; the original filing is the authoritative source.

Baker Hughes (BKR) filed Amendment No. 1 to its July 16, 2026 Form 8-K to provide the financial statements of Chart Industries and unaudited pro forma combined financial information for the completed Chart acquisition.

The deal was priced at $210^a per Chart share, with preliminary total consideration of $14,806 million. That figure includes $10,054 million of cash for equity, $4,451 million to repay Chart's third-party debt, a $258 million Flowserve termination fee, and $43 million for stock awards. The purchase price allocation is preliminary and recognizes $8,500 million of goodwill and $6,002 million of identifiable intangibles, including customer relationships, trademarks, developed technology, and backlog.

This is a filing of historical and illustrative data, not new guidance, and the purchase accounting remains open for up to one year. On a pro forma basis, the combination adds scale but reduces reported earnings. Pro forma revenue is $31,647 million^b for FY2025 versus $27,733 million reported, and $7,450 million for Q1 2026 versus $6,587 million reported.

Pro forma net income attributable to Baker Hughes falls to $2,075 million^c for FY2025 (diluted EPS of $2.09, versus $2.60 reported) and to $850 million for Q1 2026 (diluted EPS of $0.85, versus $0.93). The decline is driven mainly by roughly $694 million of incremental amortization and depreciation from the asset step-up, about $101 million of inventory fair-value expense, and pro forma interest expense of $791 million for FY2025 versus $222 million reported. Pro forma long-term debt rises to $17,411 million, reflecting two $1 billion term loans, and pro forma cash is $2,484 million, reflecting the cash used for the deal.

Investors should weigh several items beyond the headline numbers. The pro forma statements exclude any expected synergies or cost savings. Accounting policy harmonization (revenue recognition timing, credit loss and inventory reserves) could still change results once management completes its review.

Chart's Integrated Pre-cooled Single Mixed Refrigerant (IPSMR) business is classified as held for sale to satisfy regulatory conditions. Baker Hughes also has a $305 million^d put option tied to 32.8% of Hydrogen Technology & Energy Corporation (HTEC), a hydrogen venture co-invested with affiliates of MSD Partners.

02—Key points

Key Highlights

Acquisition of Chart Industries closed July 16, 2026 at $210 per share, with preliminary total consideration of $14,806 million including $4,451 million of Chart debt repaid at closing.
Preliminary purchase price allocation yields $8,500 million of goodwill and $6,002 million of intangibles (customer relationships $3,720M, trademarks $1,345M, developed technology $567M, backlog $370M).
Pro forma FY2025 revenue of $31,647 million versus $27,733 million reported; pro forma Q1 2026 revenue of $7,450 million versus $6,587 million reported.
Pro forma FY2025 diluted EPS falls to $2.09 from $2.60 reported, and Q1 2026 diluted EPS falls to $0.85 from $0.93, driven by amortization, step-up depreciation, and higher interest expense.
Pro forma interest expense rises to $791 million for FY2025 (versus $222 million reported) and long-term debt rises to $17,411 million after two $1 billion term loans.
Pro forma cash of $2,484 million versus $14,764 million reported reflects cash consumed by the transaction.
Chart's IPSMR business is held for sale as a regulatory remedy, and a $305 million put option on 32.8% of HTEC is recognized as a liability.

03—Questions

Frequently Asked Questions

Does this amendment change Baker Hughes' reported financial results?
No. The amendment adds Chart's audited FY2025 and unaudited Q1 2026 financial statements and pro forma combined information under Article 11 of Regulation S-X. Baker Hughes' own reported results are unchanged; the pro forma figures are illustrative and assume the deal closed on January 1, 2025 for income statement purposes and March 31, 2026 for the balance sheet.
Why do pro forma earnings per share decline so much?
The pro forma statements include about $694 million of additional amortization and depreciation from the fair-value step-up of acquired intangibles and property, plant and equipment, roughly $101 million of inventory fair-value expense in 2025, and substantially higher interest expense from acquisition financing. These effects are partly offset by Chart's contribution to revenue, and the pro forma statements exclude any expected cost savings or synergies.
How was the acquisition financed?
The deal was funded mainly with cash on hand and new debt. Baker Hughes completed a debt offering on March 11, 2026 and drew two $1 billion term loans on July 15, 2026. Chart's roughly $4.45 billion of third-party debt was repaid at closing. Pro forma cash falls to $2,484 million, and pro forma long-term debt rises to $17,411 million.
Are the purchase accounting figures final?
No. The purchase price allocation is preliminary and based on Chart's March 31, 2026 balance sheet and currently available information. Baker Hughes has up to one year from closing to finalize it, and the final allocation could materially change goodwill, intangible amortization, and future earnings. The company also says further accounting policy harmonization could affect results.
What are the notable contingent or divestiture items?
Regulatory approval required the disposition of Chart's IPSMR business, which is classified as held for sale and carried with an $80 million purchase price adjustment. Separately, Baker Hughes recorded a $305 million fair-value liability for a put option covering 32.8% of HTEC, a hydrogen production venture co-invested with affiliates of MSD Partners, which is a potential future cash obligation.

04—Continue

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