{"url_path":"/sec/bkr/8-k/2026-07-16/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1701605/0001193125-26-305477-index.html","accession_number":"0001193125-26-305477","cik":"0001701605","ticker":"BKR","issuer_name":"Baker Hughes Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1701605/0001193125-26-305477-index.html","primary_entity_key":"0001701605","primary_entity_name":"Baker Hughes Co"},"word_count":625,"has_tables":true,"body_markdown":"Item 2.01. Completion of Acquisition or Disposition of Assets.\n\nThe information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.\n\nAt the effective time of the Merger (the “Effective Time”), each share of common stock of Chart, par value $0.01 per share (the “Chart Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (x) shares of Chart Common Stock owned by Baker Hughes or any of its wholly owned subsidiaries or by Chart or any of its wholly owned subsidiaries or (y) shares of Chart Common Stock owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law, in each case immediately prior to the Effective Time), were canceled and extinguished and automatically converted into the right to receive $210.00 in cash (the “Merger Consideration”), without interest and subject to any applicable withholding tax.\n\nPursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase shares of Chart Common Stock with an exercise price per share less than the Merger Consideration was canceled and converted into the right to receive the excess of the Merger Consideration over the per-share exercise price of such option, and each option with an exercise price per share equal to or greater than the Merger Consideration was canceled for no consideration; (ii) each restricted stock unit with respect to shares of Chart Common Stock granted prior to the date of the Merger Agreement was canceled and converted into the right to receive the Merger Consideration; (iii) each restricted stock unit with respect to shares of Chart Common Stock granted on or after the date of the Merger Agreement was converted into a Baker Hughes restricted stock unit based on a conversion ratio determined using the average of the high and low selling prices of Baker Hughes Class A common stock on the trading day immediately preceding the closing, with such award remaining subject to the same terms and conditions as were applicable to such award immediately prior to the Effective Time; (iv) a pro rata portion of each performance stock unit (“Chart PSU”) with respect to shares of Chart Common Stock (based on the portion of the applicable performance period elapsed prior to the closing and the greater of (x) the target level of performance applicable to such Chart PSU and (y) the actual level of performance achieved as of immediately prior to the Effective Time) was canceled and converted into the right to receive the Merger Consideration; and (v) the remaining portion of each\n\nChart PSU that was not canceled and converted into the right to receive the Merger Consideration was canceled and converted into the right to receive a cash-based award based on the number of shares of Chart Common Stock subject to such remaining portion and the deemed level of performance as set forth in the immediately preceding clause (iv), with such award remaining subject to time-based vesting until the last day of the original performance period applicable to the related Chart PSU.\n\nBaker Hughes funded the Merger Consideration through a combination of cash on hand, proceeds from the issuance of $6.5 billion and €3.0 billion senior notes on March 11, 2026 and borrowings under the Term Loan Credit Agreements referred to in Item 1.01 above.\n\nThe description of the effects of the Merger Agreement and of the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to Baker Hughes’s Current Report on Form 8-K filed on July 29, 2025, and which is incorporated herein by reference."}