Form 4: Baker Hughes Director Sohi Acquires Shares via Equity Settlement

Baker Hughes Director Mohsen Sohi acquired 10,309 shares of Class A Common Stock through the settlement of previously granted restricted and deferred stock units, and received new deferred stock units for 2025 retainer fees.

Summary

• Director Mohsen Sohi acquired a total of 10,309 shares of Baker Hughes Co Class A Common Stock on December 15, 2025.
• This acquisition resulted from the settlement of 6,377 Restricted Stock Units (RSUs) granted on May 16, 2023, and 3,932 Deferred Stock Units (DSUs) granted on December 15, 2023.
• Both the RSUs and DSUs were fully vested and their settlement was previously deferred until December 15, 2025, under the Issuer's Non-Employee Director Deferral Plan.
• Sohi also acquired 3,447.994 new Deferred Stock Units (DSUs) on December 15, 2025, representing his 2025 retainer fees, which include 26.655 dividend equivalents.
• These new DSUs are fully vested and their delivery is deferred until Sohi ceases to serve as a director.
• Following these transactions, Sohi beneficially owns 10,309 shares of Class A Common Stock directly and 3,447.994 Deferred Stock Units directly.

Sentiment

Score: 7

Explanation: The filing reports routine, pre-planned equity compensation transactions for a director, which are generally positive for aligning interests but do not indicate new strategic developments or significant financial shifts. The increase in direct share ownership is a positive signal.

Positives

• Director Mohsen Sohi increased his direct beneficial ownership of Class A Common Stock by 10,309 shares, demonstrating continued alignment with shareholder interests.
• The acquisition of 3,447.994 new Deferred Stock Units for 2025 retainer fees further aligns the director's compensation with the company's long-term performance.

Future Outlook

The filing indicates a pre-planned equity compensation structure for non-employee directors, with future share deliveries tied to the director's tenure.

Management Comments

• Each Deferred Stock Unit and each Restricted Stock Unit represents a right to receive without payment one share of Class A Common Stock of the Issuer.
• The Deferred Stock Units were fully vested on the date of grant, December 15, 2025. Pursuant to the Issuer's Non-Employee Director Deferral Plan, the reporting person elected to receive their 2025 retainer fees in stock and to defer delivery of the shares until the date the reporting person ceases to serve as a director.
• The reported transaction represents the receipt of shares in settlement of fully vested Restricted Stock Units granted on May 16, 2023, for which the reporting person previously elected, pursuant to the Issuer's Non-Employee Director Deferral Plan, to defer settlement until December 15, 2025.
• The reported transaction represents the receipt of shares in settlement of fully vested Deferred Stock Units granted on December 15, 2023 in respect of 2023 retainer fees that the reporting person previously elected to receive in stock with settlement deferred, pursuant to the Issuer's Non-Employee Director Deferral Plan, until December 15, 2025.

Industry Context

This filing reflects a standard practice in corporate governance where non-employee directors receive equity-based compensation, often with deferral options, to align their interests with long-term shareholder value. Such compensation structures are common across various industries, particularly in large publicly traded companies like Baker Hughes, an energy technology company.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Deferred Stock Units (DSUs) for non-employee director compensation is a common practice among S&P 500 companies, including peers in the energy services sector such as Schlumberger (SLB) and Halliburton (HAL).
• Deferral plans, allowing directors to elect to receive shares at a later date (e.g., upon cessation of service), are also standard and are designed to promote long-term commitment and tax efficiency.
• The inclusion of dividend equivalents on deferred units is a typical feature to ensure directors receive the full economic benefit of their equity awards, comparable to direct share ownership.

Corporate Governance

Related Party Transactions

• The transactions represent equity compensation granted by Baker Hughes Co to its Director, Mohsen Sohi, which are considered related party transactions in the context of executive and director compensation.

Stakeholder Impact

• Shareholders: The increase in director share ownership aligns management interests with shareholder value.

Next Steps

• Mohsen Sohi will receive the deferred shares of Class A Common Stock upon ceasing to serve as a director.

Key Dates

Recommendation

The filing details routine, pre-planned equity compensation for a director, which is a neutral event for the company's operational or financial performance. While the increase in director ownership is generally positive for alignment, it does not provide new information warranting a change in investment thesis. The transactions are part of a standard compensation plan and do not signal any immediate catalysts or concerns.

Keywords

Baker Hughes, BKR, Mohsen Sohi, Director, Insider Transaction, Form 4, Stock Acquisition, Restricted Stock Units, Deferred Stock Units, Equity Compensation, Share Ownership