# Baker Hughes (BKR) 10-Q SEC filing - Q2 FY2026 - Filed: Jul 27, 2026, 4:12 PM EDT - Fiscal quarter: Q2 FY2026 - Calendar quarter: Q2 2026 - Accession: 0001701605-26-000023 - OpenCapital page: https://www.opencapital.sh/filings/0001701605-26-000023 - Markdown URL: https://www.opencapital.sh/filings/0001701605-26-000023.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/0001701605-26-000023-index.htm ## Filing documents - [10-Q (bkr-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr-20260630.htm) - [EX-10.2 (bkr20260630exhibit102.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit102.htm) - [EX-10.3 (bkr20260630exhibit103.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit103.htm) - [EX-10.4 (bkr20260630exhibit104.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit104.htm) - [EX-10.5 (bkr20260630exhibit105.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit105.htm) - [EX-10.6 (bkr20260630exhibit106.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit106.htm) - [EX-10.7 (bkr20260630exhibit107.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit107.htm) - [EX-10.8 (bkr20260630exhibit108.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit108.htm) - [EX-10.9 (bkr20260630exhibit109.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit109.htm) - [EX-10.10 (bkr20260630exhibit1010.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1010.htm) - [EX-10.11 (bkr20260630exhibit1011.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1011.htm) - [EX-10.12 (bkr20260630exhibit1012.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1012.htm) - [EX-10.13 (bkr20260630exhibit1013.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1013.htm) - [EX-10.14 (bkr20260630exhibit1014.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1014.htm) - [EX-10.15 (bkr20260630exhibit1015.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1015.htm) - [EX-10.16 (bkr20260630exhibit1016.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1016.htm) - [EX-22.1 (bkr20260630exhibit221.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit221.htm) - [EX-31.1 (bkr20260630exhibit311.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit311.htm) - [EX-31.2 (bkr20260630exhibit312.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit312.htm) - [EX-32 (bkr2026036310exhibit32.htm)](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr2026036310exhibit32.htm) --- ## 10-Q SEC source: [bkr-20260630.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr-20260630.htm) ### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ### For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ### For the transition period from_________to__________ Commission File Number 1-38143 Baker Hughes Company (Exact name of registrant as specified in its charter) | | | | --- | --- | | Delaware | 81-4403168 | | (State or other jurisdiction | (I.R.S. Employer Identification No.) | | of incorporation or organization) | | | 575 N. Dairy Ashford Rd., Suite 100 | | | Texas | 77079-1121 | | (Address of principal executive offices) | (Zip Code) | ### Registrant's telephone number, including area code: (713) 439-8600 Securities registered pursuant to Section 12(b) of the Act: | Title of each class / Class A Common Stock, par value $0.0001 per share | Trading Symbol / BKR | Name of each exchange on which registered / The Nasdaq Stock Market LLC | | --- | --- | --- | | 3.226% Senior Notes due 2030 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc. | BKR30 | The Nasdaq Stock Market LLC | | 3.812% Senior Notes due 2034 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc. | BKR34 | The Nasdaq Stock Market LLC | | 4.193% Senior Notes due 2038 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc. | BKR38 | The Nasdaq Stock Market LLC | | 5.125% Senior Notes due 2040 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc. | BKR40 | The Nasdaq Stock Market LLC | | 4.737% Senior Notes due 2046 of Baker Hughes Holdings LLC and Baker Hughes Co-Obligor, Inc. | BKR46 | The Nasdaq Stock Market LLC | Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ As of July 23, 2026, the registrant had outstanding 992,674,071 shares of Class A Common Stock, $0.0001 par value per share. Baker Hughes Company Table of Contents Page No. [PART I -](#i885f76ed38424cffa31c736cbca727d8_10) [FINANCIAL INFORMATION](#i885f76ed38424cffa31c736cbca727d8_10) [Item 1.](#i885f76ed38424cffa31c736cbca727d8_13) [Financial Statements (Unaudited)](#i885f76ed38424cffa31c736cbca727d8_13) [Condensed Consolidated Statements of Income (Unaudited) - Three and six months ended June 30, 2026 and 2025](#i885f76ed38424cffa31c736cbca727d8_16) [1](#i885f76ed38424cffa31c736cbca727d8_16) [Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three and six months ended June 30, 2026 and 2025](#i885f76ed38424cffa31c736cbca727d8_19) [2](#i885f76ed38424cffa31c736cbca727d8_19) [Condensed Consolidated Statements of Financial Position (Unaudited) - June 30, 2026 and December 31, 2025](#i885f76ed38424cffa31c736cbca727d8_22) [3](#i885f76ed38424cffa31c736cbca727d8_22) [Condensed Consolidated Statements of Changes in Equity (Unaudited) - Three and six months ended June 30, 2026 and 2025](#i885f76ed38424cffa31c736cbca727d8_25) [4](#i885f76ed38424cffa31c736cbca727d8_25) [Condensed Consolidated Statements of Cash Flows (Unaudited) - Six months ended June 30, 2026 and 2025](#i885f76ed38424cffa31c736cbca727d8_28) [6](#i885f76ed38424cffa31c736cbca727d8_28) [Notes to Unaudited Condensed Consolidated Financial Statements](#i885f76ed38424cffa31c736cbca727d8_31) [7](#i885f76ed38424cffa31c736cbca727d8_31) [Item 2.](#i885f76ed38424cffa31c736cbca727d8_91) [Management's Discussion and Analysis of Financial Condition and Results of Operations](#i885f76ed38424cffa31c736cbca727d8_91) [27](#i885f76ed38424cffa31c736cbca727d8_91) [Item 3.](#i885f76ed38424cffa31c736cbca727d8_106) [Quantitative and Qualitative Disclosures About Market Risk](#i885f76ed38424cffa31c736cbca727d8_106) [39](#i885f76ed38424cffa31c736cbca727d8_106) [Item 4.](#i885f76ed38424cffa31c736cbca727d8_109) [Controls and Procedures](#i885f76ed38424cffa31c736cbca727d8_109) [39](#i885f76ed38424cffa31c736cbca727d8_109) [PART II -](#i885f76ed38424cffa31c736cbca727d8_112) [OTHER INFORMATION](#i885f76ed38424cffa31c736cbca727d8_112) [Item 1.](#i885f76ed38424cffa31c736cbca727d8_115) [Legal Proceedings](#i885f76ed38424cffa31c736cbca727d8_115) [40](#i885f76ed38424cffa31c736cbca727d8_115) [Item 1A.](#i885f76ed38424cffa31c736cbca727d8_118) [Risk Factors](#i885f76ed38424cffa31c736cbca727d8_118) [40](#i885f76ed38424cffa31c736cbca727d8_118) [Item 2.](#i885f76ed38424cffa31c736cbca727d8_121) [Unregistered Sales of Equity Securities and Use of Proceeds](#i885f76ed38424cffa31c736cbca727d8_121) [40](#i885f76ed38424cffa31c736cbca727d8_121) [Item 3.](#i885f76ed38424cffa31c736cbca727d8_124) [Defaults Upon Senior Securities](#i885f76ed38424cffa31c736cbca727d8_124) [40](#i885f76ed38424cffa31c736cbca727d8_124) [Item 4.](#i885f76ed38424cffa31c736cbca727d8_127) [Mine Safety Disclosures](#i885f76ed38424cffa31c736cbca727d8_127) [40](#i885f76ed38424cffa31c736cbca727d8_127) [Item 5.](#i885f76ed38424cffa31c736cbca727d8_130) [Other Information](#i885f76ed38424cffa31c736cbca727d8_130) [40](#i885f76ed38424cffa31c736cbca727d8_130) [Item 6.](#i885f76ed38424cffa31c736cbca727d8_136) [Exhibits](#i885f76ed38424cffa31c736cbca727d8_136) [40](#i885f76ed38424cffa31c736cbca727d8_136) [Signatures](#i885f76ed38424cffa31c736cbca727d8_139) [43](#i885f76ed38424cffa31c736cbca727d8_139) Baker Hughes Company 2026 Second Quarter Form 10-Q | i ### PART I — FINANCIAL INFORMATION ## ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) **Baker Hughes Company** ### Condensed Consolidated Statements of Income _(Unaudited)_ | (In millions, except per share amounts) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Revenue: | | | | | | Sales of goods | $4,292 | $4,516 | $8,649 | $8,660 | | Sales of services | 2,450 | 2,394 | 4,680 | 4,677 | | Total revenue | 6,742 | 6,910 | 13,329 | 13,337 | | Costs and expenses: | | | | | | Cost of goods sold | 3,315 | 3,602 | 6,744 | 6,932 | | Cost of services sold | 1,850 | 1,693 | 3,502 | 3,315 | | Selling, general and administrative | 569 | 567 | 1,131 | 1,144 | | Research and development costs | 143 | 161 | 277 | 307 | | Restructuring | 11 | — | 50 | — | | Other (income) expense, net | (104) | (134) | (691) | 6 | | Interest expense, net | 66 | 54 | 151 | 105 | | Income before income taxes | 892 | 967 | 2,165 | 1,528 | | Provision for income taxes | (210) | (256) | (545) | (408) | | Net income | 682 | 711 | 1,620 | 1,120 | | Less: Net income attributable to noncontrolling interests | 1 | 10 | 9 | 17 | | Net income attributable to Baker Hughes Company | $681 | $701 | $1,611 | $1,103 | | Per share amounts: | | | | | | Basic income per Class A common stock | $0.69 | $0.71 | $1.63 | $1.11 | | Diluted income per Class A common stock | $0.68 | $0.71 | $1.62 | $1.11 | | Cash dividend per Class A common stock | $0.23 | $0.23 | $0.46 | $0.46 | See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. Baker Hughes Company 2026 Second Quarter Form 10-Q | 1 **Baker Hughes Company** ### Condensed Consolidated Statements of Comprehensive Income _(Unaudited)_ | (In millions) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Net income | $682 | $711 | $1,620 | $1,120 | | Less: Net income attributable to noncontrolling interests | 1 | 10 | 9 | 17 | | Net income attributable to Baker Hughes Company | 681 | 701 | 1,611 | 1,103 | | Other comprehensive income (loss): | | | | | | Foreign currency translation adjustments | 62 | 325 | (37) | 513 | | Cash flow hedges | 1 | 1 | (98) | 3 | | Benefit plans | — | (8) | 5 | (7) | | Other comprehensive income (loss) | 63 | 318 | (130) | 509 | | Less: Other comprehensive income (loss) attributable to noncontrolling interests | — | 1 | (1) | 1 | | Other comprehensive income (loss) attributable to Baker Hughes Company | 63 | 317 | (129) | 508 | | Comprehensive income | 745 | 1,029 | 1,490 | 1,629 | | Less: Comprehensive income attributable to noncontrolling interests | 1 | 11 | 8 | 18 | | Comprehensive income attributable to Baker Hughes Company | $744 | $1,018 | $1,482 | $1,611 | See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. Baker Hughes Company 2026 Second Quarter Form 10-Q | 2 **Baker Hughes Company** ### Condensed Consolidated Statements of Financial Position _(Unaudited)_ | (In millions, except par value) | June 30,2026 | December 31,2025 | | --- | --- | --- | | ASSETS | | | | Current assets: | | | | Cash and cash equivalents | $15,727 | $3,715 | | Current receivables, net | 6,654 | 6,641 | | Inventories, net | 4,961 | 4,954 | | All other current assets | 3,241 | 3,518 | | Total current assets | 30,583 | 18,828 | | Property, plant and equipment (net of accumulated depreciation of $6,983 and $6,686, respectively) | 5,540 | 5,326 | | Goodwill | 5,566 | 6,068 | | Other intangible assets, net | 3,997 | 4,097 | | Contract and other deferred assets | 1,947 | 1,620 | | Deferred income tax assets | 1,894 | 1,957 | | All other assets | 3,093 | 2,985 | | Total assets | $52,620 | $40,881 | | LIABILITIES AND EQUITY | | | | Current liabilities: | | | | Accounts payable | $4,509 | $4,579 | | Short-term debt | 774 | 689 | | Progress collections and deferred income | 6,598 | 5,904 | | All other current liabilities | 2,718 | 2,705 | | Total current liabilities | 14,599 | 13,877 | | Long-term debt | 15,479 | 5,398 | | Liabilities for pensions and other postretirement benefits | 959 | 1,066 | | Deferred income tax liabilities | 100 | 84 | | All other liabilities | 1,399 | 1,446 | | Equity: | | | | Class A Common Stock, $0.0001 par value - 2,000 authorized, 992 and 987 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | — | — | | Capital in excess of par value | 24,330 | 24,738 | | Retained loss | (1,641) | (3,252) | | Accumulated other comprehensive loss | (2,781) | (2,652) | | Baker Hughes Company equity | 19,908 | 18,834 | | Noncontrolling interests | 176 | 176 | | Total equity | 20,084 | 19,010 | | Total liabilities and equity | $52,620 | $40,881 | See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. Baker Hughes Company 2026 Second Quarter Form 10-Q | 3 **Baker Hughes Company** ### Condensed Consolidated Statements of Changes in Equity _(Unaudited)_ | (In millions, except per share amounts) | Class ACommon Stock | Capital in Excess of Par Value | Retained Loss | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total Equity | | --- | --- | --- | --- | --- | --- | --- | | Balance at December 31, 2025 | — | $24,738 | $(3,252) | $(2,652) | $176 | $19,010 | | Comprehensive income (loss): | | | | | | | | Net income | | | 1,611 | | 9 | 1,620 | | Other comprehensive loss | | | | (129) | (1) | (130) | | Dividends on Class A common stock ($0.46 per share) | | (456) | | | | (456) | | Stock-based compensation cost | | 102 | | | | 102 | | Other | | (54) | | | (8) | (62) | | Balance at June 30, 2026 | — | $24,330 | $(1,641) | $(2,781) | $176 | $20,084 | | (In millions, except per share amounts) | Class ACommon Stock | Capital in Excess of Par Value | Retained Loss | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total Equity | | --- | --- | --- | --- | --- | --- | --- | | Balance at March 31, 2026 | — | $24,480 | $(2,322) | $(2,844) | $176 | $19,490 | | Comprehensive income: | | | | | | | | Net income | | | 681 | | 1 | 682 | | Other comprehensive income | | | | 63 | | 63 | | Dividends on Class A common stock ($0.23 per share) | | (228) | | | | (228) | | Stock-based compensation cost | | 57 | | | | 57 | | Other | | 21 | | | (1) | 20 | | Balance at June 30, 2026 | — | $24,330 | $(1,641) | $(2,781) | $176 | $20,084 | See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. Baker Hughes Company 2026 Second Quarter Form 10-Q | 4 **Baker Hughes Company** ### Condensed Consolidated Statements of Changes in Equity _(Unaudited)_ | (In millions, except per share amounts) | Class ACommon Stock | Capital in Excess of Par Value | Retained Loss | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total Equity | | --- | --- | --- | --- | --- | --- | --- | | Balance at December 31, 2024 | — | $25,896 | $(5,840) | $(3,161) | $160 | $17,055 | | Comprehensive income: | | | | | | | | Net income | | | 1,103 | | 17 | 1,120 | | Other comprehensive income | | | | 508 | 1 | 509 | | Dividends on Class A common stock ($0.46 per share) | | (456) | | | | (456) | | Repurchase and cancellation of Class A common stock | | (384) | | | | (384) | | Stock-based compensation cost | | 102 | | | | 102 | | Other | | (71) | | | (7) | (78) | | Balance at June 30, 2025 | — | $25,087 | $(4,737) | $(2,653) | $171 | $17,868 | | (In millions, except per share amounts) | Class ACommon Stock | Capital in Excess of Par Value | Retained Loss | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total Equity | | --- | --- | --- | --- | --- | --- | --- | | Balance at March 31, 2025 | — | $25,450 | $(5,438) | $(2,970) | $164 | $17,206 | | Comprehensive income: | | | | | | | | Net income | | | 701 | | 10 | 711 | | Other comprehensive income | | | | 317 | 1 | 318 | | Dividends on Class A common stock ($0.23 per share) | | (227) | | | | (227) | | Repurchase and cancellation of Class A common stock | | (196) | | | | (196) | | Stock-based compensation cost | | 52 | | | | 52 | | Other | | 8 | | | (4) | 4 | | Balance at June 30, 2025 | — | $25,087 | $(4,737) | $(2,653) | $171 | $17,868 | See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. Baker Hughes Company 2026 Second Quarter Form 10-Q | 5 **Baker Hughes Company** ### Condensed Consolidated Statements of Cash Flows _(Unaudited)_ | (In millions) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | | Cash flows from operating activities: | | | | Net income | $1,620 | $1,120 | | Adjustments to reconcile net income to net cash flows from operating activities: | | | | Depreciation and amortization | 687 | 579 | | Stock-based compensation cost | 102 | 102 | | Change in fair value of equity securities | (75) | 21 | | Gain on business dispositions | (697) | — | | (Benefit) provision for deferred income taxes | 58 | (17) | | Changes in operating assets and liabilities: | | | | Current receivables | (27) | 532 | | Inventories | (96) | (92) | | Accounts payable | 18 | (153) | | Progress collections and deferred income | 803 | (258) | | Contract and other deferred assets | (348) | 69 | | Other operating items, net | (200) | (684) | | Net cash flows provided by operating activities | 1,845 | 1,219 | | Cash flows from investing activities: | | | | Expenditures for capital assets | (636) | (601) | | Proceeds from disposal of assets | 110 | 74 | | Proceeds from business dispositions | 1,381 | — | | Other investing items, net | 19 | (69) | | Net cash flows provided by (used in) investing activities | 874 | (596) | | Cash flows from financing activities: | | | | Proceeds from issuance of long-term debt | 9,885 | — | | Dividends paid | (456) | (456) | | Repurchase of Class A common stock | — | (384) | | Other financing items, net | (142) | (105) | | Net cash flows provided by (used in) financing activities | 9,287 | (945) | | Effect of currency exchange rate changes on cash and cash equivalents | 6 | 45 | | Increase (decrease) in cash and cash equivalents | 12,012 | (277) | | Cash and cash equivalents, beginning of period | 3,715 | 3,364 | | Cash and cash equivalents, end of period | $15,727 | $3,087 | | Supplemental cash flows disclosures: | | | | Income taxes paid, net of refunds | $381 | $418 | | Interest paid | $237 | $148 | See accompanying Notes to Unaudited Condensed Consolidated Financial Statements. Baker Hughes Company 2026 Second Quarter Form 10-Q | 6 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements ### NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES #### DESCRIPTION OF THE BUSINESS Baker Hughes Company ("Baker Hughes," "the Company," "we," "us," or "our") is an energy technology company with a diversified portfolio of technologies and services that span the energy and industrial value chain. #### BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.") and pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, certain information and disclosures normally included in the Company's annual financial statements have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Annual Report"). In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state the results of operations, financial position and cash flows of the Company and its subsidiaries for the periods presented and are not indicative of the results that may be expected for a full year. The Company's financial statements have been prepared on a consolidated basis. Under this basis of presentation, the Company's financial statements consolidate all of its subsidiaries (entities in which the Company has a controlling financial interest, most often because the Company holds a majority voting interest). All intercompany accounts and transactions have been eliminated. In the Company's financial statements and notes, certain prior year amounts have been reclassified to conform with the current year presentation. In the notes to the unaudited condensed consolidated financial statements, all dollar and share amounts in tabulations are in millions of dollars and shares, respectively, unless otherwise indicated. Certain columns and rows in the financial statements and notes thereto may not add due to the use of rounded numbers. #### SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Please refer to "Note 1. Basis of Presentation and Summary of Significant Accounting Policies" of the Notes to the consolidated financial statements from the Company's 2025 Annual Report for the discussion of significant accounting policies. #### Supply Chain Finance Programs As of June 30, 2026 and December 31, 2025, $377 million and $410 million of supply chain finance program liabilities are recorded in "Accounts payable" in the condensed consolidated statements of financial position, respectively, and reflected in net cash flows from operating activities in the condensed consolidated statements of cash flows when settled. #### NEW ACCOUNTING STANDARDS TO BE ADOPTED In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures" ("ASU 2024-03"), which enhances the disclosures required for certain expense captions in the Company's annual and interim consolidated financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within annual reporting periods beginning after December 15, 2027, and may be applied on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures. In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"). Under the new guidance, internal-use software costs are capitalized when management has authorized and committed to Baker Hughes Company 2026 Second Quarter Form 10-Q | 7 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements funding the project and it is probable that the software will be completed and used for its intended function. ASU 2025-06 is effective for the Company for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its accounting for internal-use software. All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on the Company's financial position or results of operations. ### NOTE 2. CURRENT RECEIVABLES Current receivables consist of the following: | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Customer receivables | $5,553 | $5,558 | | Other | 1,396 | 1,360 | | Total current receivables | 6,949 | 6,918 | | Less: Allowance for credit losses | (295) | (277) | | Total current receivables, net | $6,654 | $6,641 | Customer receivables are recorded at the invoiced amount. The "Other" category consists primarily of advance payments to suppliers and indirect taxes. The Company's customer receivables are spread over a broad and diverse group of customers across many countries. As of June 30, 2026, 16% of the Company's gross customer receivables were from customers in the U.S. As of December 31, 2025, 16% of the Company's gross customer receivables were from customers in the U.S. and 10% were from customers in the United Arab Emirates. No other country accounted for more than 10% of the Company's gross customer receivables at these dates. ### NOTE 3. INVENTORIES Inventories, net of reserves of $404 million and $381 million as of June 30, 2026 and December 31, 2025, respectively, consist of the following: | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Finished goods | $2,354 | $2,381 | | Work in process and raw materials | 2,607 | 2,573 | | Total inventories, net | $4,961 | $4,954 | Baker Hughes Company 2026 Second Quarter Form 10-Q | 8 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements ### NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS #### GOODWILL The changes in the carrying value of goodwill are detailed below by segment: | Line item | Oilfield Services & Equipment | Industrial & Energy Technology | Total | | --- | --- | --- | --- | | Balance at December 31, 2024 | $1,547 | $4,531 | $6,078 | | Acquisitions | — | 254 | 254 | | Currency exchange and other | 9 | 149 | 158 | | Classified as held for sale | — | (422) | (422) | | Balance at December 31, 2025 | 1,556 | 4,512 | 6,068 | | Currency exchange and other | 6 | (16) | (10) | | Classified as held for sale | — | (492) | (492) | | Balance at June 30, 2026 | $1,562 | $4,004 | $5,566 | During 2025, the Company recorded goodwill of $254 million, of which $229 million related to the acquisition of Continental Disc Corporation ("CDC") in the Industrial & Energy Technology ("IET") segment. During the six months ended June 30, 2026, the Company reclassified $492 million of goodwill as held for sale as a result of the pending Waygate Technologies ("Waygate") disposition. During the six months ended June 30, 2025, the Company reclassified $422 million of goodwill as held for sale as a result of the Precision Sensors & Instrumentation ("PSI") disposition. See "Note 19. Business Acquisitions, Dispositions, and Businesses Held for Sale" for additional information. The Company recorded no impairments to goodwill as of June 30, 2026 or December 31, 2025. #### OTHER INTANGIBLE ASSETS Intangible assets consist of the following: | Line item | June 30, 2026 / Gross Carrying Amount | June 30, 2026 / Accumulated Amortization | June 30, 2026 / Net | December 31, 2025 / Gross Carrying Amount | December 31, 2025 / Accumulated Amortization | December 31, 2025 / Net | | --- | --- | --- | --- | --- | --- | --- | | Customer relationships | $2,178 | $(1,017) | $1,161 | $2,186 | $(986) | $1,200 | | Technology | 1,112 | (929) | 183 | 1,217 | (987) | 230 | | Trade names and trademarks | 302 | (209) | 93 | 306 | (208) | 98 | | Capitalized software | 1,564 | (1,156) | 408 | 1,636 | (1,219) | 417 | | Finite-lived intangible assets | 5,156 | (3,311) | 1,845 | 5,345 | (3,400) | 1,945 | | Indefinite-lived intangible assets | 2,152 | — | 2,152 | 2,152 | — | 2,152 | | Total intangible assets | $7,308 | $(3,311) | $3,997 | $7,497 | $(3,400) | $4,097 | Amortization expense for the three months ended June 30, 2026 and 2025 was $59 million and $68 million, respectively, and $117 million and $134 million for the six months ended June 30, 2026 and 2025, respectively. Baker Hughes Company 2026 Second Quarter Form 10-Q | 9 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements Estimated amortization expense for the remainder of 2026 and each of the subsequent five fiscal years is expected to be as follows: | Year | Estimated Amortization Expense | | --- | --- | | Remainder of 2026 | $114 | | 2027 | 216 | | 2028 | 197 | | 2029 | 171 | | 2030 | 142 | | 2031 | 119 | ### NOTE 5. CONTRACT AND OTHER DEFERRED ASSETS Contract assets reflect revenue earned in excess of billings on long-term contracts to construct technically complex equipment, and provide long-term product service agreements and extended maintenance agreements and other deferred contract related costs. The Company's long-term product service agreements are provided by the IET segment. The Company's long-term equipment contracts are provided by both the IET and Oilfield Services & Equipment ("OFSE") segments. Contract assets consist of the following: | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Long-term equipment contracts and certain other service agreements | $1,383 | $1,123 | | Long-term product service agreements | 373 | 330 | | Contract assets (total revenue in excess of billings) | 1,756 | 1,453 | | Deferred inventory costs | 156 | 141 | | Other costs to fulfill or obtain a contract | 35 | 26 | | Contract and other deferred assets | $1,947 | $1,620 | Revenue recognized during the three months ended June 30, 2026 and 2025 from performance obligations satisfied (or partially satisfied) in previous periods related to long-term service agreements was $16 million and $5 million, respectively, and $19 million and $9 million during the six months ended June 30, 2026 and 2025, respectively. This includes revenue recognized from revisions to cost or billing estimates that may affect a contract's total estimated profitability. ### NOTE 6. PROGRESS COLLECTIONS AND DEFERRED INCOME Contract liabilities include progress collections, which reflect billings in excess of revenue, and deferred income on long-term contracts to construct technically complex equipment, and provide long-term product service agreements and extended maintenance agreements. Contract liabilities consist of the following: | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | Equipment contracts and other service agreements | $5,892 | $5,249 | | Long-term product service agreements | 524 | 507 | | Progress collections | 6,416 | 5,756 | | Deferred income | 182 | 148 | | Progress collections and deferred income (contract liabilities) | $6,598 | $5,904 | Revenue recognized during the three months ended June 30, 2026 and 2025 that was included in the contract liabilities at the beginning of the period was $1,096 million and $1,373 million, respectively, and $2,706 million and $2,919 million during the six months ended June 30, 2026 and 2025, respectively. Baker Hughes Company 2026 Second Quarter Form 10-Q | 10 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements ### NOTE 7. LEASES The Company's operating lease portfolio includes service centers, manufacturing facilities, sales and administrative offices, and certain other equipment. | Operating Lease Expense | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Short-term lease | $113 | $118 | $227 | $237 | | Long-term fixed lease | 54 | 69 | 115 | 138 | | Long-term variable lease | 6 | 14 | 25 | 31 | | Total operating lease expense | $173 | $201 | $367 | $406 | Cash flows used in operating activities for operating leases approximate lease expense for the three and six months ended June 30, 2026 and 2025. The weighted-average remaining lease term as of June 30, 2026 and December 31, 2025 was approximately nine years and seven years for operating leases, respectively. The weighted-average discount rate used to determine the operating lease liability as of June 30, 2026 and December 31, 2025 was 4.8% and 4.6%, respectively. Baker Hughes Company 2026 Second Quarter Form 10-Q | 11 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements ### NOTE 8. DEBT The carrying value of the Company's short-term and long-term debt consists of the following: | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | U.S. dollar short-term debt | | | | 2.06% Senior Notes due December 2026 | $600 | $599 | | Other debt | 174 | 90 | | Total short-term debt | 774 | 689 | | U.S. dollar long-term debt | | | | 3.337% Senior Notes due December 2027 | 1,325 | 1,324 | | 6.875% Notes due January 2029 | 252 | 255 | | 4.050% Senior Notes due March 2029 | 497 | — | | 3.138% Senior Notes due November 2029 | 524 | 524 | | 4.486% Senior Notes due May 2030 | 498 | 498 | | 4.350% Senior Notes due June 2031 | 1,240 | — | | 4.650% Senior Notes due June 2033 | 744 | — | | 5.000% Senior Notes due June 2036 | 1,979 | — | | 5.125% Senior Notes due September 2040 | 1,266 | 1,269 | | 4.080% Senior Notes due December 2047 | 1,339 | 1,338 | | 5.850% Senior Notes due June 2056 | 1,974 | — | | Other long-term debt | 378 | 190 | | Euro long-term debt | | | | 3.226% Senior Notes due March 2030 | 694 | — | | 3.812% Senior Notes due March 2034 | 1,041 | — | | 4.193% Senior Notes due March 2038 | 865 | — | | 4.737% Senior Notes due March 2046 | 863 | — | | Total long-term debt | 15,479 | 5,398 | | Total debt | $16,253 | $6,087 | The estimated fair value of total debt at June 30, 2026 and December 31, 2025 was $15,754 million and $5,628 million, respectively. For a majority of the Company's debt, the fair value was determined using quoted period-end market prices. Where market prices are not available, the Company estimates fair values based on valuation methodologies using current market interest rate data adjusted for non-performance risk. Baker Hughes Holdings LLC ("BHH LLC"), a wholly owned subsidiary of the Company, has a $3.0 billion committed unsecured revolving credit facility (the "Credit Agreement") with commercial banks maturing in November 2028. The Credit Agreement contains certain representations and warranties, certain affirmative covenants and negative covenants, in each case considered customary. No related events of default have occurred. The Credit Agreement is fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes. At June 30, 2026 and December 31, 2025, there were no borrowings under the Credit Agreement. On July 28, 2025, BHH LLC entered into a commitment letter providing for a $14.9 billion senior unsecured 364-day bridge facility (the "Bridge Facility") to finance all or a portion of the Chart Industries, Inc. ("Chart") acquisition. On August 15, 2025, BHH LLC, as borrower, and Baker Hughes Company, as parent guarantor, entered into a $2.6 billion senior unsecured delayed-draw term loan facility (the "DDTL"), which reduced the commitments remaining under the Bridge Facility to $12.3 billion. On November 12, 2025, BHH LLC elected to voluntarily reduce the commitments outstanding under the Bridge Facility to $11.0 billion. Baker Hughes Company 2026 Second Quarter Form 10-Q | 12 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements On March 11, 2026, the Company completed an offering of $6.5 billion in U.S. dollar-denominated notes, along with €3.0 billion of Euro-denominated notes (the "Notes Offering"). These senior notes are presented net of $86 million of unamortized debt issuance costs and discount in the Company's consolidated statements of financial position. As a result of the completed offering, the Company terminated the remaining Bridge Facility and recognized the previously unamortized lending fees of $43 million within interest expense during the first quarter of 2026. On July 15, 2026, BHH LLC, as borrower, and Baker Hughes Company, as parent guarantor, entered into two separate $1.0 billion, 2-year senior, unsecured term loan agreements (the "Term Loans"). Both Term Loan agreements contain customary representations, warranties, and covenants, and bear interest at a base rate or Secured Overnight Financing Rate ("SOFR") plus applicable margin. The Company used the net proceeds of the Notes Offering and Term Loans to fund a portion of the cash consideration for the acquisition of Chart, which was completed on July 16, 2026. Concurrent with the completion of the Chart acquisition, the DDTL was terminated. See "Note 19. Business Acquisitions, Dispositions, and Businesses Held for Sale" for additional information related to the Chart acquisition. Baker Hughes Co-Obligor, Inc. is a co-obligor, jointly and severally with BHH LLC of the Company's long-term debt securities. This co-obligor is a 100% owned finance subsidiary of BHH LLC that was incorporated for the sole purpose of serving as a corporate co-obligor of long-term debt securities and has no assets or operations other than those related to its sole purpose. As of June 30, 2026, Baker Hughes Co-Obligor, Inc. is a co-obligor of certain debt securities totaling approximately $15.7 billion. Certain Senior Notes contain covenants that limit the Company's capacity to perform various activities including, but not limited to, establishing liens securing debt, completing sale-leaseback transactions, and conducting mergers, consolidations and asset sales above specified limits. At June 30, 2026, the Company was in compliance with all debt covenants. ### NOTE 9. INCOME TAXES For the three and six months ended June 30, 2026, the provision for income taxes was $210 million and $545 million, respectively. For the three and six months ended June 30, 2025, the provision for income taxes was $256 million and $408 million, respectively. The difference between the U.S. statutory tax rate of 21% and the effective tax rate in both periods is primarily related to income generated in jurisdictions with tax rates higher than in the U.S. and losses with no tax benefit due to valuation allowances. ### NOTE 10. EQUITY #### COMMON STOCK The Company is authorized to issue 2 billion shares of Class A common stock and 50 million shares of preferred stock, each of which has a par value of $0.0001 per share. The Company has a share repurchase program which it expects to fund from cash generated from operations, and it expects to make share repurchases from time to time subject to the Company's capital plan, market conditions, and other factors, including regulatory restrictions. The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. There were no shares of Class A common stock repurchased during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company repurchased and canceled 5.3 million and 9.8 million shares of Class A common stock for $196 million and $384 million representing an average price per share of $36.66 and $39.38, respectively. As of June 30, 2026, the Company had authorization remaining to repurchase up to approximately $1.3 billion of its Class A common stock. Baker Hughes Company 2026 Second Quarter Form 10-Q | 13 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements The following table presents the changes in the number of shares outstanding (in thousands): | Line item | Class ACommon Stock / 2026 | Class ACommon Stock / 2025 | | --- | --- | --- | | Balance at January 1 | 986,815 | 989,646 | | Issue of shares upon vesting of restricted stock units (1) | 4,195 | 4,700 | | Issue of shares on exercise of stock options (1) | 643 | 82 | | Issue of shares for employee stock purchase plan | 674 | 770 | | Repurchase and cancellation of Class A common stock | — | (9,751) | | Balance at June 30 | 992,327 | 985,447 | (1) Share amounts reflected above are net of shares withheld to satisfy the employee's tax withholding obligation. #### ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables present the changes in accumulated other comprehensive loss, net of tax: | Line item | Foreign Currency Translation Adjustments | Cash Flow Hedges | Benefit Plans | Accumulated Other Comprehensive Loss | | --- | --- | --- | --- | --- | | Balance at December 31, 2025 | $(2,336) | $3 | $(319) | $(2,652) | | Other comprehensive income (loss) before reclassifications | (68) | (97) | (3) | (168) | | Amounts reclassified from accumulated other comprehensive loss | 28 | (1) | 8 | 35 | | Deferred taxes | 3 | — | — | 3 | | Other comprehensive income (loss) | (37) | (98) | 5 | (130) | | Less: Other comprehensive loss attributable to noncontrolling interests | (1) | — | — | (1) | | Balance at June 30, 2026 | $(2,372) | $(95) | $(314) | $(2,781) | | Line item | Foreign Currency Translation Adjustments | Cash Flow Hedges | Benefit Plans | Accumulated Other Comprehensive Loss | | --- | --- | --- | --- | --- | | Balance at December 31, 2024 | $(2,863) | $(7) | $(291) | $(3,161) | | Other comprehensive income (loss) before reclassifications | 513 | 3 | (18) | 498 | | Amounts reclassified from accumulated other comprehensive loss | — | 1 | 8 | 9 | | Deferred taxes | — | (1) | 3 | 2 | | Other comprehensive income (loss) | 513 | 3 | (7) | 509 | | Less: Other comprehensive income attributable to noncontrolling interests | 1 | — | — | 1 | | Balance at June 30, 2025 | $(2,351) | $(4) | $(298) | $(2,653) | The amounts reclassified from accumulated other comprehensive loss during the six months ended June 30, 2026 and 2025 represent (i) net gains (losses) reclassified on cash flow hedges when the hedged transaction occurs, and (ii) the amortization of net actuarial gain (loss), prior service credit, settlements, and curtailments which are included in the computation of net periodic pension cost, and (iii) during the six months ended June 30, 2026 only, foreign currency translation adjustments related to business dispositions. Baker Hughes Company 2026 Second Quarter Form 10-Q | 14 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements ### NOTE 11. EARNINGS PER SHARE Basic and diluted net income per share of Class A common stock is presented below: | (In millions, except per share amounts) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Net income | $682 | $711 | $1,620 | $1,120 | | Less: Net income attributable to noncontrolling interests | 1 | 10 | 9 | 17 | | Net income attributable to Baker Hughes Company | $681 | $701 | $1,611 | $1,103 | | Weighted average shares outstanding: | | | | | | Class A basic | 992 | 988 | 991 | 990 | | Class A diluted | 997 | 991 | 996 | 995 | | Net income per share attributable to common stockholders: | | | | | | Class A basic | $0.69 | $0.71 | $1.63 | $1.11 | | Class A diluted | $0.68 | $0.71 | $1.62 | $1.11 | Baker Hughes Company 2026 Second Quarter Form 10-Q | 15 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements ### NOTE 12. FINANCIAL INSTRUMENTS #### RECURRING FAIR VALUE MEASUREMENTS The Company's assets and liabilities measured at fair value on a recurring basis consist of derivative instruments and investment securities. | Line item | June 30, 2026 / Level 1 | June 30, 2026 / Level 2 | June 30, 2026 / Level 3 | June 30, 2026 / Net Balance | December 31, 2025 / Level 1 | December 31, 2025 / Level 2 | December 31, 2025 / Level 3 | December 31, 2025 / Net Balance | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | | | | Derivatives | — | $14 | — | $14 | — | $22 | — | $22 | | Investment securities | 1,297 | — | 32 | 1,329 | 1,217 | — | 24 | 1,241 | | Total assets | 1,297 | 14 | 32 | 1,343 | 1,217 | 22 | 24 | 1,263 | | Liabilities | | | | | | | | | | Derivatives | — | (26) | — | (26) | — | (33) | — | (33) | | Total liabilities | — | $(26) | — | $(26) | — | $(33) | — | $(33) | | Line item | June 30, 2026 / Amortized Cost | June 30, 2026 / Gross Unrealized Gains | June 30, 2026 / Gross Unrealized Losses | June 30, 2026 / Estimated Fair Value | December 31, 2025 / Amortized Cost | December 31, 2025 / Gross Unrealized Gains | December 31, 2025 / Gross Unrealized Losses | December 31, 2025 / Estimated Fair Value | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investment securities (1) | | | | | | | | | | Non-U.S. debt securities (2) | $33 | — | $(1) | $32 | $24 | — | — | $24 | | Equity securities | 579 | 754 | (36) | 1,297 | 578 | 666 | (27) | 1,217 | | Total | $612 | $754 | $(37) | $1,329 | $602 | $666 | $(27) | $1,241 | (1) Net gains (losses) recorded to earnings related to these securities were $125 million and $119 million for the three months ended June 30, 2026 and 2025, respectively, and $75 million and $(22) million for the six months ended June 30, 2026 and 2025, respectively. (2) As of June 30, 2026, the Company's non-U.S. debt securities are classified as available for sale securities and mature within one year. As of June 30, 2026 and December 31, 2025, the balance of the Company's equity securities with readily determinable fair values is $1,297 million and $1,217 million, respectively, and is comprised mainly of the Company's investment in Abu Dhabi National Oil Company Drilling, and is recorded in "All other current assets" in the condensed consolidated statements of financial position. The Company measured its investments at fair value based on quoted prices in active markets. Net gains (losses) related to the Company's equity securities with readily determinable fair values are reported in "Other (income) expense, net" in the condensed consolidated statements of income (loss). See "Note 18. Other (Income) Expense, Net" for further information. #### FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS The Company's financial instruments include cash and cash equivalents, receivables, certain investments, accounts payable, short and long-term debt, and derivative financial instruments. Except for long-term debt, the estimated fair value of these financial instruments as of June 30, 2026 and December 31, 2025 approximates their carrying value as reflected in the condensed consolidated financial statements. For further information on the fair value of the Company's debt, see "Note 8. Debt." Baker Hughes Company 2026 Second Quarter Form 10-Q | 16 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements #### DERIVATIVES AND HEDGING The Company uses derivatives to manage its risks and does not use derivatives for speculation. The table below summarizes the fair value of all derivatives, including hedging instruments and embedded derivatives. | Line item | June 30, 2026 / Assets | June 30, 2026 / Liabilities | December 31, 2025 / Assets | December 31, 2025 / Liabilities | | --- | --- | --- | --- | --- | | Derivatives accounted for as hedges | | | | | | Interest rate swap contracts | — | $(23) | $9 | $(24) | | Derivatives not accounted for as hedges | | | | | | Currency exchange contracts and other | 14 | (3) | 13 | (9) | | Total derivatives | $14 | $(26) | $22 | $(33) | Derivatives are classified in the condensed consolidated statements of financial position depending on their respective maturity date. As of June 30, 2026 and December 31, 2025, $14 million and $22 million of derivative assets are recorded in "All other current assets" and $1 million and nil are recorded in "All other assets" in the condensed consolidated statements of financial position, respectively. As of June 30, 2026 and December 31, 2025, $3 million and $8 million of derivative liabilities are recorded in "All other current liabilities" and $23 million and $25 million are recorded in "All other liabilities" in the condensed consolidated statements of financial position, respectively. As of June 30, 2026 and December 31, 2025, the Company had issued credit default swaps ("CDS") with original notional balances totaling $514 million and $775 million, respectively, with third-party financial institutions. The CDS relate to borrowings provided by these financial institutions to a customer in Mexico who utilized these borrowings to pay certain of the Company's outstanding receivables. The total notional amount remaining on the issued CDS was $86 million and $287 million as of June 30, 2026 and December 31, 2025, respectively, which will reduce each month through September 2026 as the customer repays the borrowings. As of June 30, 2026, the fair value of these derivative liabilities is not material. #### FORMS OF HEDGING #### Cash Flow Hedges The Company uses cash flow hedging primarily to mitigate the effects of foreign exchange rate changes on purchase and sale contracts. Accordingly, the vast majority of derivative activity in this category consists of currency exchange contracts. In addition, the Company is exposed to interest rate risk fluctuations in connection with long-term debt that it issues from time to time to fund its operations. Changes in the fair value of cash flow hedges are recorded in a separate component of equity (referred to as "Accumulated Other Comprehensive Income" or "AOCI") and are recorded in earnings in the period in which the hedged transaction occurs. See "Note 10. Equity" for further information on activity in AOCI for cash flow hedges. In March 2026, the interest rate swap contracts designated as cash flow hedges with a notional amount of $2.5 billion hedging a portion of the Company's expected exposure in connection with future debt financing activities related to the acquisition of Chart, were terminated with the completion of the debt financing. A loss of $91 million was recorded in AOCI, of which, $12 million will amortize to earnings over a 10-year period and $79 million will amortize to earnings over a 30-year period. As of June 30, 2026, there are no active cash flow hedges. #### Fair Value Hedges All of the Company's long-term debt is comprised of fixed rate instruments. The Company is subject to interest rate risk on its debt portfolio and may use interest rate swaps to manage the economic effect of fixed rate obligations associated with certain debt. Under these arrangements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. Baker Hughes Company 2026 Second Quarter Form 10-Q | 17 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements As of June 30, 2026 and December 31, 2025, the Company had interest rate swaps with a notional amount of $500 million that converted a portion of its $1,350 million aggregate principal amount of 3.337% fixed rate Senior Notes due 2027 into a floating rate instrument with an interest rate based on a Secured Overnight Financing Rate index. The Company concluded that the interest rate swap met the criteria necessary to qualify for hedge accounting, and as such, the changes in this fair value hedge are recorded as gains or losses in interest expense and are equally offset by the gains or losses of the underlying debt instrument, which are also recorded in interest expense. #### Net Investment Hedges The Company utilizes net investment hedges to manage foreign currency translation risk associated with its net investment in foreign operations. For qualifying net investment hedges, changes in fair value are recorded in AOCI and offset translation adjustments related to the hedged net investment. The fair value will remain in AOCI until the hedged foreign net investment operation is materially disposed of, at which time the AOCI will be recorded to earnings. The Company evaluates hedge effectiveness on a qualitative basis, with any portion of the hedges deemed ineffective will be recorded in earnings in the period recognized. As of June 30, 2026, the Company designated €3.0 billion (approximately $3.5 billion, equivalent) of its recently issued notes as a non-derivative net investment hedge. The fair value recorded in AOCI related to this non-derivative hedge was a $48 million loss. #### NOTIONAL AMOUNT OF DERIVATIVES The notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. The Company discloses the derivative notional amounts on a gross basis to indicate the total counterparty risk but it does not generally represent amounts exchanged by the Company and the counterparties. A substantial majority of the outstanding notional amount of $4.2 billion and $7.1 billion at June 30, 2026 and December 31, 2025, respectively, is related to hedges of anticipated sales and purchases in foreign currency, commodity purchases, changes in interest rates, and contractual terms in contracts that are considered embedded derivatives and for intercompany borrowings in foreign currencies. #### COUNTERPARTY CREDIT RISK Fair values of the Company's derivatives can change significantly from period to period based on, among other factors, market movements and changes in the Company's positions. The Company manages counterparty credit risk (the risk that counterparties will default and not make payments according to the terms of the agreements) on an individual counterparty basis. ### NOTE 13. REVENUE RELATED TO CONTRACTS WITH CUSTOMERS #### DISAGGREGATED REVENUE The Company disaggregates its revenue from contracts with customers by product line for both the OFSE and IET segments, as the Company believes this best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. In addition, management views revenue from contracts with customers for OFSE by geography based on the location to where the product is shipped or the services are performed. Baker Hughes Company 2026 Second Quarter Form 10-Q | 18 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements The series of tables below present the Company's revenue disaggregated by these categories. | Total Revenue | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Well Construction | $899 | $921 | $1,742 | $1,812 | | Completions, Intervention, and Measurements | 944 | 935 | 1,827 | 1,861 | | Production Solutions | 930 | 968 | 1,828 | 1,867 | | Subsea & Surface Pressure Systems | 678 | 793 | 1,291 | 1,576 | | Oilfield Services & Equipment | 3,451 | 3,617 | 6,688 | 7,116 | | Gas Technology Equipment | 1,524 | 1,624 | 3,189 | 3,080 | | Gas Technology Services | 831 | 752 | 1,622 | 1,344 | | Total Gas Technology | 2,355 | 2,377 | 4,811 | 4,424 | | Industrial Products | 549 | 488 | 1,040 | 933 | | Industrial Solutions | 182 | 273 | 367 | 531 | | Total Industrial Technology | 731 | 761 | 1,407 | 1,464 | | Climate Technology Solutions | 205 | 156 | 423 | 334 | | Industrial & Energy Technology | 3,291 | 3,293 | 6,641 | 6,221 | | Total | $6,742 | $6,910 | $13,329 | $13,337 | | Oilfield Services & Equipment Geographic Revenue | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | North America | $933 | $928 | $1,859 | $1,849 | | Latin America | 732 | 639 | 1,332 | 1,207 | | Europe/CIS/Sub-Saharan Africa | 568 | 653 | 1,127 | 1,232 | | Middle East/Asia | 1,218 | 1,398 | 2,370 | 2,827 | | Oilfield Services & Equipment | $3,451 | $3,617 | $6,688 | $7,116 | #### REMAINING PERFORMANCE OBLIGATIONS As of June 30, 2026, the aggregate amount of the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations was $40.1 billion. As of June 30, 2026, the Company expects to recognize revenue of approximately 53%, 76% and 91% of the total remaining performance obligations within 2, 5, and 15 years, respectively, and the remaining thereafter. Contract modifications could affect both the timing to complete as well as the amount to be received as the Company fulfills the related remaining performance obligations. ### NOTE 14. SEGMENT INFORMATION The Company's segments are determined as those operations whose results are reviewed regularly by the chief operating decision maker ("CODM"), who is the Company's Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company reports its operating results through two operating segments, OFSE and IET. Each segment is organized and managed based upon the nature of the Company's markets and customers and consists of similar products and services. These products and services operate across upstream oil and gas and broader energy and industrial markets. The following is a description of each segment's business operations: #### OILFIELD SERVICES & EQUIPMENT OFSE provides products and services for onshore and offshore oilfield operations across the lifecycle of a well, Baker Hughes Company 2026 Second Quarter Form 10-Q | 19 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements ranging from exploration, appraisal, and development, to production, rejuvenation, and decommissioning. OFSE is organized into four product lines: Well Construction, which encompasses drilling services, drill bits, and drilling & completions fluids; Completions, Intervention, and Measurements, which encompasses well completions, pressure pumping, and wireline services; Production Solutions, which spans artificial lift systems and oilfield & industrial chemicals; and Subsea & Surface Pressure Systems, which encompasses subsea projects and services, and flexible pipe systems. Beyond its traditional oilfield concentration, OFSE is expanding its capabilities and technology portfolio to meet the challenges of a net-zero future. These efforts include expanding into new energy areas such as geothermal and carbon capture, utilization and storage, strengthening its digital architecture and addressing key energy market themes. #### INDUSTRIAL & ENERGY TECHNOLOGY IET provides technology solutions and services for mechanical-drive, compression and power-generation applications across the energy industry, including oil and gas, liquefied natural gas ("LNG") operations, downstream refining, and petrochemical markets, as well as lower carbon solutions to broader energy and industrial sectors. IET also provides equipment, software, and services that serve a wide range of industries including petrochemical and refining, nuclear, aviation, automotive, mining, cement, metals, pulp and paper, and food and beverage. IET is organized into five product lines - Gas Technology Equipment, Gas Technology Services, Industrial Products, Industrial Solutions, and Climate Technology Solutions. The CODM assesses the performance of each segment based on segment EBITDA, which is defined as income (loss) before income taxes and before the following: net interest expense, costs associated with significant restructuring programs, depreciation and amortization, and unallocated corporate costs and other income (expense). The CODM uses segment EBITDA as the measure to make resource (including financial or capital resources) allocation decisions for each segment, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when evaluating performance for each segment and making decisions about capital allocation. Accounting policies have been applied consistently by all segments within the Company for all reporting periods. Intercompany revenue and expense amounts have been eliminated within each segment to report on the basis that management uses internally for evaluating segment performance. Baker Hughes Company 2026 Second Quarter Form 10-Q | 20 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements Summarized financial information for the Company's segments is shown in the following tables. | Line item | Three Months Ended June 30, 2026 / OFSE | Three Months Ended June 30, 2026 / IET | Three Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2026 / OFSE | Six Months Ended June 30, 2026 / IET | Six Months Ended June 30, 2026 / Total | | --- | --- | --- | --- | --- | --- | --- | | Revenue | $3,451 | $3,291 | $6,742 | $6,688 | $6,641 | $13,329 | | Cost of goods and services sold | (2,849) | (2,311) | (5,160) | (5,540) | (4,692) | (10,232) | | Research and development costs | (60) | (83) | (143) | (114) | (163) | (277) | | Selling, general and administrative | (205) | (282) | (487) | (409) | (566) | (975) | | Other income | 2 | 3 | 5 | 1 | 8 | 9 | | Add: Depreciation and amortization | 266 | 60 | 326 | 544 | 128 | 672 | | Segment EBITDA | $605 | $678 | $1,283 | $1,170 | $1,356 | $2,526 | | Line item | Three Months Ended June 30, 2025 / OFSE | Three Months Ended June 30, 2025 / IET | Three Months Ended June 30, 2025 / Total | Six Months Ended June 30, 2025 / OFSE | Six Months Ended June 30, 2025 / IET | Six Months Ended June 30, 2025 / Total | | --- | --- | --- | --- | --- | --- | --- | | Revenue | $3,617 | $3,293 | $6,910 | $7,116 | $6,221 | $13,337 | | Cost of goods and services sold | (2,891) | (2,389) | (5,280) | (5,710) | (4,501) | (10,211) | | Research and development costs | (65) | (96) | (161) | (126) | (181) | (307) | | Selling, general and administrative | (219) | (283) | (502) | (440) | (567) | (1,007) | | Other income | 1 | 4 | 5 | 1 | 5 | 6 | | Add: Depreciation and amortization | 233 | 56 | 289 | 459 | 109 | 568 | | Segment EBITDA | $677 | $585 | $1,262 | $1,300 | $1,086 | $2,386 | Baker Hughes Company 2026 Second Quarter Form 10-Q | 21 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements | Reconciliation of segment EBITDA to Net Income Attributable to Baker Hughes Company: | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | OFSE | $605 | $677 | $1,170 | $1,300 | | IET | 678 | 585 | 1,356 | 1,086 | | Total segment | 1,283 | 1,262 | 2,526 | 2,386 | | Corporate costs (1) | (82) | (78) | (157) | (163) | | Restructuring | (11) | — | (50) | — | | Other income (expense), net (2) | 101 | 130 | 684 | (11) | | Depreciation and amortization | (333) | (293) | (687) | (579) | | Interest expense, net | (66) | (54) | (151) | (105) | | Income before income taxes | 892 | 967 | 2,165 | 1,528 | | Provision for income taxes | (210) | (256) | (545) | (408) | | Net income | 682 | 711 | 1,620 | 1,120 | | Less: Net income attributable to noncontrolling interests | 1 | 10 | 9 | 17 | | Net income attributable to Baker Hughes Company | $681 | $701 | $1,611 | $1,103 | (1) Corporate costs are primarily reported in "Selling, general and administrative" in the condensed consolidated statements of income and exclude $7 million and $5 million of depreciation and amortization for the three months ended June 30, 2026 and 2025, and $15 million and $11 million for the six months ended June 30, 2026 and 2025, respectively. (2) Other income (expense), net excludes immaterial amounts recorded within Segment EBITDA and corporate costs for the three and six months ended June 30, 2026. See "Note 18. Other (Income) Expense, Net" for further information. The following table presents total assets: | Assets | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | OFSE | $18,515 | $18,744 | | IET | 14,632 | 14,934 | | Total segment | 33,147 | 33,678 | | Corporate and eliminations (1) | 19,473 | 7,203 | | Total | $52,620 | $40,881 | (1) The assets reported in Corporate and eliminations consist primarily of the Baker Hughes trade name, cash, and tax assets. It also includes adjustments to eliminate intercompany investments and receivables reflected within the total assets of each of the reportable segments. The following table presents depreciation and amortization: | Depreciation and amortization | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | OFSE | $266 | $233 | $544 | $459 | | IET | 60 | 56 | 128 | 109 | | Total segment | 326 | 289 | 672 | 568 | | Corporate | 7 | 5 | 15 | 11 | | Total | $333 | $293 | $687 | $579 | Baker Hughes Company 2026 Second Quarter Form 10-Q | 22 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements The following table presents capital expenditures: | Capital expenditures | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | OFSE | $197 | $213 | $415 | $414 | | IET | 87 | 69 | 191 | 154 | | Total segment | 284 | 282 | 606 | 568 | | Corporate | 16 | 19 | 30 | 33 | | Total | $300 | $301 | $636 | $601 | ### NOTE 15. RELATED PARTY TRANSACTIONS The Company has an aeroderivative joint venture ("Aero JV") that is jointly controlled by GE Vernova (NYSE: GEV) and the Company, each with an ownership interest of 50%. The Company had purchases from the Aero JV of $226 million during each of the three months ended June 30, 2026 and 2025, and $435 million and $374 million during the six months ended June 30, 2026 and 2025, respectively. The Company had $150 million and $136 million of amounts due at June 30, 2026 and December 31, 2025, respectively, for products and services provided by the Aero JV in the ordinary course of business. ### NOTE 16. COMMITMENTS AND CONTINGENCIES #### LITIGATION The Company is subject to legal proceedings arising in the ordinary course of business. Because legal proceedings are inherently uncertain, management is unable to predict the ultimate outcome of such matters. For matters where the range of possible loss is probable and reasonably estimable, the Company has accrued the appropriate amount for the matters disclosed. Unless otherwise disclosed, any potential loss above accrued amounts is not reasonably estimable. Based on the opinion of management, the Company does not expect the ultimate outcome of currently pending legal proceedings to have a material adverse effect on its results of operations, financial position, or cash flows. However, there can be no assurance as to the ultimate outcome of these matters. On or around February 15, 2023, the lead plaintiff and three additional named plaintiffs in a putative securities class action styled The Reckstin Family Trust, et al., v. C3.ai, Inc., et al., No. 4:22-cv-01413-HSG, filed an amended class action complaint (the "Amended Complaint") in the United States District Court for the Northern District of California. The Amended Complaint names the following as defendants: (i) C3.ai., Inc. ("C3 AI"), (ii) certain of C3 AI's current and/or former officers and directors, (iii) certain underwriters for the C3 AI initial public offering (the "IPO"), and (iv) the Company, and its President and CEO (who formerly served as a director on the board of C3 AI). The Amended Complaint alleges violations of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") in connection with the IPO and the subsequent period between December 9, 2020 and December 2, 2021, during which BHH LLC held equity investments in C3 AI. The action seeks unspecified damages and the award of costs and expenses, including reasonable attorneys' fees. On February 22, 2024, the Court dismissed the claims against the Company. However, on April 4, 2024, the plaintiffs filed an amended complaint, reasserting their claims against the Company under the Securities Act and the Exchange Act. On or around February 14, 2025, the plaintiffs filed a further amended complaint, once again reasserting their claims against the Company under the Securities Act and the Exchange Act. On March 12, 2026, the Court dismissed the claims against the Company. The Company insures against risks arising from its business to the extent deemed prudent by management and to the extent insurance is available, but no assurance can be given that the nature and amount of that insurance will be sufficient to fully indemnify the Company against liabilities arising out of pending or future legal proceedings or other claims. Most of the Company's insurance policies contain deductibles or self-insured retentions in amounts management deems prudent and for which the Company is responsible for payment. In determining the amount of Baker Hughes Company 2026 Second Quarter Form 10-Q | 23 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements self-insurance, it is the Company's policy to self-insure those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability, general liability and workers' compensation. #### OTHER In the normal course of business with customers, vendors and others, the Company has entered into off-balance sheet arrangements, such as surety bonds for performance, letters of credit, and other bank issued guarantees. Total off-balance sheet arrangements were approximately $6.5 billion at June 30, 2026. It is not practicable to estimate the fair value of these financial instruments. As of June 30, 2026, none of the off-balance sheet arrangements either has, or is likely to have, a material effect on the Company's financial position, results of operations, or cash flows. The Company sometimes enters into joint and several liability consortiums or similar arrangements for certain projects. Under such arrangements, each party is responsible for performing a certain scope of work within the total scope of the contracted work, and the obligations expire when all contractual obligations are completed. The failure or inability, financially or otherwise, of any of the parties to perform their obligations could impose additional costs and obligations on the Company. These factors could result in unanticipated costs to complete the project, liquidated damages, or contract disputes. ### NOTE 17. RESTRUCTURING The Company recorded restructuring charges of $11 million and nil during the three months ended June 30, 2026 and 2025, and $50 million and nil during the six months ended June 30, 2026 and 2025, respectively. The following table presents restructuring and associated impairment charges by the impacted segment: | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Oilfield Services & Equipment | $11 | — | $24 | — | | Industrial & Energy Technology | — | — | 28 | — | | Corporate | — | — | (2) | — | | Total | $11 | — | $50 | — | The following table presents restructuring charges by type: | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Employee-related termination expenses | — | — | 24 | — | | Contract termination fees | — | — | 1 | — | | Environmental remediation costs | 1 | — | 1 | — | | Other incremental costs | 10 | — | 24 | — | | Total | $11 | — | $50 | — | Baker Hughes Company 2026 Second Quarter Form 10-Q | 24 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements ### NOTE 18. OTHER (INCOME) EXPENSE, NET Other (income) expense, net consists of the following: | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Change in fair value of equity securities | $(125) | $(119) | $(75) | $21 | | (Gain) loss on business dispositions | 24 | — | (697) | — | | Transaction related costs | 30 | — | 59 | — | | Other charges and credits (1) | (33) | (15) | 22 | (15) | | Total | $(104) | $(134) | $(691) | $6 | (1) Other charges and credits of $(5) million and $(9) million for the three and six months ended June 30, 2026, respectively, consist of other (income) expense, net within OFSE and IET. The (gain) loss on business dispositions includes subsequent working capital adjustment in respect of the sale of the PSI business discussed in "Note 19. Business Acquisitions, Dispositions, and Businesses Held for Sale." Transaction related costs consist of legal and other professional fees in connection with the businesses being disposed of and acquired, the most significant of which are related to the Chart acquisition. ### NOTE 19. BUSINESS ACQUISITIONS, DISPOSITIONS, AND BUSINESSES HELD FOR SALE #### ACQUISITIONS On July 16, 2026, the Company completed the previously announced acquisition of Chart for $210 per share in cash, representing an enterprise value of approximately $13.6 billion. The acquisition was funded through a combination of cash on hand, proceeds from the Notes Offering, and borrowings under the Term Loans. See "Note 8. Debt" for further information on the financing for this transaction. Chart is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling across a broad range of industrial and energy end markets. Chart’s highly differentiated products and solutions are used in every phase of the liquid gas supply chain, from engineering and design to installation, preventative maintenance to repair and service, as well as ongoing digital monitoring. In August 2025, the Company completed the acquisition of CDC in the IET segment for total consideration of $554 million. As a result of this acquisition, the Company recorded $229 million of goodwill and $269 million of intangible assets. #### DISPOSITIONS During January 2026, the Company completed the formation of a joint venture with a subsidiary of Cactus, Inc. ("Cactus") whereby the Company contributed the Surface Pressure Control business, a business within the Subsea & Surface Pressure Systems product line of its OFSE segment, to the newly formed joint venture in exchange for total consideration of $479 million comprised of a 35% noncontrolling interest and proceeds of approximately $323 million, a portion of which was deferred and is expected to be collected in the second half of 2026 upon the final transfer of certain legal entities. The initial carrying value of the joint venture was approximately $156 million and resulted in an initial gain of approximately $225 million. In connection with the transaction, the Company and Cactus' parent entered into reciprocal put and call arrangements exercisable on the second anniversary of closing. The arrangements provide for the future cash settlement of the Company's retained interest based on a contractual pricing formula determined at the exercise date. During January 2026, the Company completed the sale of its PSI business, a business within the Industrial Solutions product line of its IET segment, to Crane Company, a diversified manufacturer of engineered industrial products, for a total cash consideration of approximately $1.2 billion. The Company recognized an initial gain of approximately $497 million. Baker Hughes Company 2026 Second Quarter Form 10-Q | 25 Baker Hughes Company Notes to Unaudited Condensed Consolidated Financial Statements #### BUSINESSES HELD FOR SALE The Company classifies assets and liabilities as held for sale (a "disposal group") when management commits to a plan to sell the disposal group and concludes that it meets the relevant criteria. Assets held for sale are measured at the lower of their carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period the held for sale criteria are met. Conversely, gains are not recognized until the date of sale. During April 2026, the Company entered into an agreement with Hexagon AB, a global measurement technology company ("Hexagon"), to sell its Waygate Technologies business, a business within the Industrial Products product line of the IET segment, in an all-cash transaction valued at approximately $1.45 billion, before customary closing adjustments. The Company expects to complete the sale in the second half of 2026. As of June 30, 2026, the Waygate business meets the criteria to be classified as held for sale. The disposition proceeds are expected to exceed the carrying value of the business. The following table presents financial information related to the assets and liabilities classified as held for sale and reported in "All other current assets" and "All other current liabilities" in the condensed consolidated statements of financial position as of June 30, 2026. | Assets and liabilities of business held for sale | Waygate | | --- | --- | | Assets | | | Current receivables | $125 | | Inventories | 97 | | All other current assets | 14 | | Property, plant and equipment | 46 | | Operating lease right-of-use assets | 10 | | Goodwill | 492 | | Intangible assets | 66 | | Contract assets | 5 | | Deferred income tax assets | 12 | | All other assets | 6 | | Total assets of business held for sale | 873 | | Liabilities | | | Accounts payable | 60 | | Progress collections and deferred income | 46 | | Operating lease liabilities-current | 3 | | All other current liabilities | 35 | | Operating lease liabilities-non-current | 8 | | All other liabilities | 129 | | Total liabilities of business held for sale | 281 | | Total net assets of business held for sale | $592 | Baker Hughes Company 2026 Second Quarter Form 10-Q | 26 ## ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and the related notes included in Item 1 thereto, as well as our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report"). Baker Hughes Company ("Baker Hughes," "the Company," "we," "us," or "our") is an energy technology company with a broad and diversified portfolio of technologies and services that span the energy and industrial value chain. We conduct business in more than 120 countries and employ approximately 54,000 employees. We operate through our two business segments: Oilfield Services & Equipment ("OFSE") and Industrial & Energy Technology ("IET"). We sell products and services primarily in the global oil and gas markets, within the upstream, midstream and downstream segments, as well as broader industrial and new energy markets. ### EXECUTIVE SUMMARY ### Market Conditions During the second quarter of 2026, continued disruptions in the Middle East contributed to tighter oil and liquefied natural gas (“LNG”) market balances and higher inflationary costs. We believe that macroeconomic uncertainty, resulting from disruptions across key energy corridors, including the Strait of Hormuz, has now become a structural feature of oil and gas markets, increasing the focus on energy security and the reliability of affordable supply. As global energy demand continues to rise, these dynamics underscore the importance of sustained investment across the upstream sector. Looking ahead, oil market fundamentals are likely to be supported by a supply-constrained market and the need to replenish depleted strategic inventories. As the dynamic geopolitical environment continues to create uncertainty, we expect to see a decline in upstream spending in the Middle East this year, while spending in North American and other international markets is expected to remain broadly unchanged compared to 2025, absent further downside pressure in oil prices. Additionally, ongoing supply constraints through the Strait of Hormuz and broader disruptions across the Middle East are expected to create incremental risk across the business, with potential impacts on customer spending patterns, project timing, and supply chain visibility. Over the longer term, heightened geopolitical risk may contribute to higher mid-cycle oil prices necessary to incentivize incremental global supply. As a result, we see continued upstream investment as necessary to sustain production growth and meet rising global demand. We also expect a continued increase in operating expenditure-driven investment as operators focus on optimizing recovery and extending the life of producing assets. We believe natural gas’s reliability, scalability, and dispatchability position it as an important long‑term energy source with the potential to support lower‑emissions outcomes across the energy system. The global natural gas outlook continues to be supported by increasing demand for LNG and ongoing natural gas development activity. A renewed focus on energy security reinforces these fundamentals, which are underpinned by long‑term energy demand growth driven by population growth, rising living standards, and accelerating electrification. ### Financial Results and Key Company Initiatives In the second quarter of 2026, the Company generated revenues of $6.7 billion, a decrease of $0.2 billion, or 2%, compared to the second quarter of 2025. IET revenue remained flat year-over-year, driven by an increase of $79 million or 11% in Gas Technology Services ("GTS"), an increase of $61 million or 13% in Industrial Products ("IP"), and an increase in Climate Technology Solutions ("CTS") of $49 million or 31%, offset by a decrease of $100 million or 6% in Gas Technology Equipment ("GTE"), and a decrease of $91 million or 33% in Industrial Solutions ("IS") reflective of the Precision Sensors & Instrumentation ("PSI") disposition. OFSE revenue decreased $0.2 billion, or 5% year-over-year led by the Surface Pressure Control ("SPC") disposition and a decline in international revenue. Net income was $0.7 billion, which remained flat compared to the second quarter of 2025, driven by reduced income tax expense, improved performance in Segment EBITDA, and the change in fair value of equity securities, offset by increases in depreciation and amortization, transaction related costs, working capital adjustments related to business dispositions, interest expense, and restructuring. On July 16, 2026, we completed our previously announced acquisition of Chart Industries, Inc. ("Chart"), for Baker Hughes Company 2026 Second Quarter Form 10-Q | 27 $210 per share, representing an enterprise value of approximately $13.6 billion (the "Chart acquisition") as discussed in "Note 19. Business Acquisitions, Dispositions, and Businesses Held for Sale." The Chart acquisition was funded through an offering of senior notes in March 2026, along with other borrowings, as discussed in "Note 8. Debt," and cash on hand. In the second quarter of 2026, we returned $228 million to shareholders through dividends. ### Outlook Our business is exposed to a number of macro factors, which influence our outlook and expectations given the current macroeconomic uncertainty and continued volatile conditions in the industry. All of our outlook expectations are purely based on the market as we see it today and are subject to changing conditions in the industry. - OFSE outlook: We expect to see an improvement in global upstream spending through the remainder of the year across both international and North American markets, absent further downside pressure in oil prices. - IET outlook: We see sustained strength in LNG and gas infrastructure, as well as increasing opportunities to leverage our versatile portfolio to enhance IET's position across industrial and distributed power markets, with a growing emphasis on data centers. We also expect to see continued growth in new energy solutions specifically focused around reducing carbon emissions for the energy and broader industrial sectors. These include hydrogen; geothermal; carbon capture, utilization and storage; energy storage; clean power; and emissions abatement solutions. Continued signs of tightness in the aeroderivative supply chain, including extended lead times, will remain a factor to monitor and manage operationally. Overall, we believe our portfolio is uniquely positioned to compete across the energy and industrial value chains and deliver integrated, high-impact solutions for our customers. Over time, we believe global energy demand will continue to rise, supported by durable, secular macroeconomic trends, with hydrocarbons continuing to play a fundamental role in meeting the world's energy needs. As such, we remain focused on delivering innovative, lower-emission, and cost-effective solutions that drive meaningful improvements in operational and financial performance for our customers. ### Sustainability We believe we have an important role to play in society as an industry leader and partner. We view the area of sustainability as a lever to transform the performance of our Company. In 2019, we made a commitment to reduce Scope 1 and 2 carbon dioxide equivalent emissions from our operations by 50% by 2030 and achieve net-zero emissions by 2050. We continue to make progress on emissions reductions and reported in our 2025 Corporate Sustainability Report a 36.9% reduction in our Scope 1 and 2 carbon dioxide equivalent emissions as compared to our 2019 base year, alongside a 45.8% intensity reduction. Key initiatives supporting these results include facility consolidation, increased use of renewable electricity, infrastructure upgrades, and electrification of our vehicle fleet. ### BUSINESS ENVIRONMENT The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition, and liquidity position as of and for the three and six months ended June 30, 2026 and 2025, and should be read in conjunction with our condensed consolidated financial statements and related notes. Our revenue is predominantly generated from the sale of products and services to major, national, and independent oil and natural gas companies worldwide, and is dependent on spending by our customers for oil and natural gas exploration, field development, and production. This spending is driven by a number of factors, including our customers' forecasts of future energy demand and supply, their access to resources to develop and produce oil and natural gas, their ability to fund their capital programs, the impact of new government regulations, and their expectations for oil and natural gas prices as a key driver of their cash flows. Baker Hughes Company 2026 Second Quarter Form 10-Q | 28 ### Oil and Natural Gas Prices In North America, customer spending is influenced by the price of oil and gas as indicated by the Cushing, OK West Texas Intermediate ("WTI") crude oil spot price and the Henry Hub natural gas spot price. Outside of North America, customer spending is influenced by Brent crude oil prices. Oil and natural gas prices are summarized in the table below as averages of the daily closing prices during each of the periods indicated. | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Brent oil prices ($/Bbl) (1) | $102.63 | $68.07 | $91.50 | $72.03 | | WTI oil prices ($/Bbl) (2) | 95.65 | 64.57 | 84.29 | 68.12 | | Natural gas prices ($/mmBtu) (3) | 2.95 | 3.19 | 3.81 | 3.66 | (1) Energy Information Administration ("EIA") Europe Brent ("Brent") Spot Price per Barrel (2) EIA WTI Spot Price per Barrel (3) EIA Henry Hub Natural Gas Spot Price per million British Thermal Unit ### Rig Count Rig counts are an important business barometer for the drilling industry and its suppliers. When drilling rigs are active or operating, they consume products and services produced by the oil service industry. Therefore, rig counts may act as a leading indicator of market activity and reflect the relative strength of energy prices; however, these counts should not be solely relied on as other specific and pervasive conditions may exist that affect overall energy prices and market activity. Rig counts are compiled weekly for the U.S. and Canada and monthly for all international rigs. Published international rig counts do not include rigs drilling in certain locations, such as onshore China, because this information is not readily available. The rig counts are summarized in the table below as averages for each of the periods indicated based on our published rig counts on our website at www.bakerhughes.com. | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | % Change | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | % Change | | --- | --- | --- | --- | --- | --- | --- | | North America | 704 | 699 | 1% | 726 | 751 | (3)% | | International | 1,056 | 897 | 18% | 1,070 | 900 | 19% | | Worldwide | 1,760 | 1,596 | 10% | 1,796 | 1,651 | 9% | ### RESULTS OF OPERATIONS The discussions below relating to significant line items from our condensed consolidated statements of income are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, have quantified the impact of such items. In addition, the discussions below for revenue and cost of revenue are on a total basis as the business drivers for product sales and services are similar. All dollar amounts in tabulations in this section are in millions of dollars, unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers. Our condensed consolidated statements of income display sales and costs of sales in accordance with the Securities and Exchange Commission ("SEC") regulations under which "goods" are required to include all sales of tangible products and "services" must include all other sales, including other service activities. For the amounts Baker Hughes Company 2026 Second Quarter Form 10-Q | 29 shown below, we distinguish between "equipment" and "product services," where product services refer to sales under product services agreements, including sales of both goods (such as spare parts and equipment upgrades) and related services (such as monitoring, maintenance, and repairs), which are an important part of our operations. We refer to "product services" simply as "services" within Management's Discussion and Analysis of Financial Condition and Results of Operations. Our results of operations are evaluated by our chief operating decision maker, who is the Company's Chief Executive Officer, on a consolidated basis as well as at the segment level. The performance of each segment is evaluated based on segment Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), which is defined as income (loss) before income taxes and before the following: net interest expense, costs associated with significant restructuring programs, depreciation and amortization, and unallocated corporate costs and other income (expense). In evaluating Company and segment performance, we primarily use the following: Volume: Volume is defined as the increase or decrease in products and/or services sold period-over-period excluding the impact of foreign exchange ("FX") and price. The volume impact on profit is calculated by multiplying the prior period profit rate by the change in revenue volume between the current and prior period. Price: Price is defined as the change in sales price for a comparable product or service period-over-period and is calculated as the period-over-period change in sales prices of comparable products and services. ### Business Mix: Business mix is defined as period-over-period change in sales mix within segments. ### Cost out initiatives: Programs and initiatives that are focused on cost reduction, including restructuring programs. FX: FX measures the translational foreign exchange impact, or the translation impact of the period-over-period change on sales and costs directly attributable to change in the FX rate compared to the U.S. dollar. FX impact is calculated by multiplying the functional currency amounts (revenue or profit) with the period-over-period FX rate variance, using the average exchange rate for the respective period. This also includes the period-over-period variance of transactional foreign exchange, aside from those foreign currency devaluations that are reported separately for business evaluation purposes. (Inflation)/Deflation: (Inflation)/deflation is defined as the increase or decrease in direct and indirect costs of the same type for an equal amount of volume. It is calculated as the year-over-year change in cost (i.e. price paid) of direct material, compensation and benefits, and overhead costs. ### Productivity: Productivity is measured by the remaining variance in profit, after adjusting for the period-over-period impact of volume, price, business mix, FX, and (inflation)/deflation. Baker Hughes Company 2026 Second Quarter Form 10-Q | 30 ### Orders and Remaining Performance Obligations Summarized orders information for our segments are shown in the following table. | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | $ Change | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | $ Change | | --- | --- | --- | --- | --- | --- | --- | | Orders: | | | | | | | | Oilfield Services & Equipment | $3,413 | $3,503 | $(90) | $6,684 | $6,784 | $(100) | | Gas Technology Equipment | 4,913 | 781 | 4,132 | 6,736 | 2,116 | 4,620 | | Gas Technology Services | 1,314 | 986 | 328 | 2,288 | 1,899 | 389 | | Total Gas Technology | 6,227 | 1,767 | 4,460 | 9,024 | 4,015 | 5,009 | | Industrial Products | 533 | 513 | 20 | 1,137 | 1,013 | 124 | | Industrial Solutions | 274 | 327 | (53) | 503 | 608 | (105) | | Total Industrial Technology | 807 | 839 | (32) | 1,640 | 1,621 | 19 | | Climate Technology Solutions | 54 | 923 | (869) | 1,312 | 1,071 | 241 | | Industrial & Energy Technology | 7,088 | 3,530 | 3,558 | 11,976 | 6,708 | 5,268 | | Total | $10,501 | $7,032 | $3,469 | $18,660 | $13,492 | $5,168 | Remaining Performance Obligations ("RPO") relate to the aggregate amount of the transaction prices allocated to the unsatisfied (or partially unsatisfied) performance obligations. As of June 30, 2026, RPO totaled $40.1 billion, of which OFSE totaled $3.0 billion and IET totaled $37.1 billion. ### Second Quarter of 2026 Compared to the Second Quarter of 2025 Revenue decreased $0.2 billion, or 2%, to $6.7 billion. OFSE revenue decreased $0.2 billion, or 5%, and IET revenue was flat compared to the second quarter of 2025. Selling, general and administrative costs increased $2 million to $569 million. Research and development costs decreased $18 million, or 11%, to $143 million. Other income decreased $30 million, primarily reflecting working capital adjustments of $24 million related to business dispositions. Net interest expense in the second quarter of 2026 was $66 million, which includes interest income of $130 million offset by interest expense of $196 million. Net interest expense increased $12 million compared to the second quarter of 2025, primarily driven by increased interest expense as a result of the senior notes offering in March 2026. We recorded income tax expense in the second quarter of 2026 and 2025 of $210 million and $256 million, respectively. The difference between the U.S. statutory tax rate of 21% and the effective tax rate in both periods is primarily related to income generated in jurisdictions with tax rates higher than in the U.S. and losses with no tax benefit due to valuation allowances. Net income remained flat at $0.7 billion compared to the second quarter of 2025. Baker Hughes Company 2026 Second Quarter Form 10-Q | 31 ### Segment Revenues and Segment EBITDA ### Oilfield Services & Equipment | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | $ Change | | --- | --- | --- | --- | | Revenue | | | | | Well Construction | $899 | $921 | $(22) | | Completions, Intervention, and Measurements | 944 | 935 | 9 | | Production Solutions | 930 | 968 | (38) | | Subsea & Surface Pressure Systems | 678 | 793 | (115) | | Total | $3,451 | $3,617 | $(166) | | Cost of goods and services sold | $2,849 | $2,891 | $(42) | | Research and development costs | 60 | 65 | (5) | | Selling, general and administrative | 205 | 219 | (14) | | Other income | (2) | (1) | (1) | | Less: Depreciation and amortization | (266) | (233) | (33) | | Segment EBITDA | $605 | $677 | $(72) | OFSE revenue of $3,451 million decreased $166 million, or 5%, in the second quarter of 2026 compared to the second quarter of 2025, driven mainly by the impact of the SPC disposition and disruptions in the Middle East, offset by the benefit of FX in Latin America. From a geographical perspective, international revenue was $2,518 million, a decrease of $171 million, or 6%, from the second quarter of 2025, driven by Middle East/Asia and Europe/CIS/Sub-Saharan Africa, partially offset by an increase in Latin America. North America revenue was $933 million in the second quarter of 2026, an increase of $5 million, or 1%, from the second quarter of 2025. OFSE segment EBITDA of $605 million decreased $72 million, or 11%, in the second quarter of 2026 compared to the second quarter of 2025. The reduction of EBITDA in the second quarter of 2026, after taking into consideration the impact of the SPC disposition, was the result of inflation, change in business mix, and lower volume, partially offset by cost-out initiatives, overall productivity, and FX. Baker Hughes Company 2026 Second Quarter Form 10-Q | 32 ### Industrial & Energy Technology | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | $ Change | | --- | --- | --- | --- | | Revenue | | | | | Gas Technology Equipment | $1,524 | $1,624 | $(100) | | Gas Technology Services | 831 | 752 | 79 | | Total Gas Technology | 2,355 | 2,377 | (22) | | Industrial Products | 549 | 488 | 61 | | Industrial Solutions | 182 | 273 | (91) | | Total Industrial Technology | 731 | 761 | (30) | | Climate Technology Solutions | 205 | 156 | 49 | | Total | $3,291 | $3,293 | $(2) | | Cost of goods and services sold | $2,311 | $2,389 | $(78) | | Research and development costs | 83 | 96 | (13) | | Selling, general and administrative | 282 | 283 | (1) | | Other (income) expense | (3) | (4) | 1 | | Less: Depreciation and amortization | (60) | (56) | (4) | | Segment EBITDA | $678 | $585 | $93 | IET revenue of $3,291 million for the second quarter of 2026, remained flat year-over-year, with decreases in Gas Technology Equipment and Industrial Solutions driven by the PSI disposition, offset by increases in all other product lines. IET segment EBITDA of $678 million increased $93 million, or 16%, in the second quarter of 2026 compared to the second quarter of 2025. The improved performance in the second quarter of 2026 was driven by price, productivity, cost-out initiatives, and FX, partially offset by lower volume and inflation. ### The First Six Months of 2026 Compared to the First Six Months of 2025 Revenue was flat at $13.3 billion. OFSE decreased $0.4 billion, or 6%, and IET increased $0.4 billion, or 7%. Selling, general and administrative costs decreased $13 million, or 1%, to $1,131 million, driven primarily by a continued focus on cost optimization. Research and development costs decreased $30 million, or 10%, to $277 million. Other income increased $697 million, primarily related to gains of $697 million on business dispositions. Net interest expense incurred in the first six months of 2026 was $151 million, which includes interest income of $189 million offset by interest expense of $340 million. Net interest expense increased $46 million compared to the first six months of 2025, as a result of the recognition of previously unamortized lending fees related to the Bridge Facility terminated in the first quarter of 2026. In the first six months of 2026 and 2025, the provision for income taxes was $545 million and $408 million, respectively. The difference between the U.S. statutory tax rate of 21% and the effective tax rate in both periods is primarily related to income generated in jurisdictions with tax rates higher than in the U.S. and losses with no tax benefit due to valuation allowances. Net income increased $0.5 billion, or 46%, to $1.6 billion compared to the first six months of 2025. Baker Hughes Company 2026 Second Quarter Form 10-Q | 33 ### Segment Revenues and Segment EBITDA ### Oilfield Services & Equipment | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | $ Change | | --- | --- | --- | --- | | Revenue | | | | | Well Construction | $1,742 | $1,812 | $(70) | | Completions, Intervention, and Measurements | 1,827 | 1,861 | (34) | | Production Solutions | 1,828 | 1,867 | (39) | | Subsea & Surface Pressure Systems | 1,291 | 1,576 | (285) | | Total | $6,688 | $7,116 | $(428) | | Cost of goods and services sold | $5,540 | $5,710 | $(170) | | Research and development costs | 114 | 126 | (12) | | Selling, general and administrative | 409 | 440 | (31) | | Other income | (1) | (1) | — | | Less: Depreciation and amortization | (544) | (459) | (85) | | Segment EBITDA | $1,170 | $1,300 | $(130) | OFSE revenue of $6,688 million decreased $428 million, or 6%, in the first six months of 2026 compared to the first six months of 2025, driven by the SPC disposition and disruptions in the Middle East. From a geographical perspective, international revenue was $4,829 million, a decrease of $438 million, or 8%, from the first six months of 2025 driven by a decrease in Middle East/Asia and Europe/CIS/Sub-Saharan Africa, partially offset by an increase in Latin America. North America revenue was $1,859 million in the first six months of 2026, a increase of $10 million, or 1%, from the first six months of 2025. OFSE segment EBITDA of $1,170 million decreased $130 million, or 10%, in the first six months of 2026 compared to the first six months of 2025. The reduction of EBITDA in the first six months of 2026, after taking into consideration the disposal of SPC was a result of inflation, lower volume, change in business mix, partially offset by cost-out initiatives, overall productivity, and FX. Baker Hughes Company 2026 Second Quarter Form 10-Q | 34 ### Industrial & Energy Technology | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | $ Change | | --- | --- | --- | --- | | Revenue | | | | | Gas Technology Equipment | $3,189 | $3,080 | $109 | | Gas Technology Services | 1,622 | 1,344 | 278 | | Total Gas Technology | 4,811 | 4,424 | 387 | | Industrial Products | 1,040 | 933 | 107 | | Industrial Solutions | 367 | 531 | (164) | | Total Industrial Technology | 1,407 | 1,464 | (57) | | Climate Technology Solutions | 423 | 334 | 89 | | Total | $6,641 | $6,221 | $420 | | Cost of goods and services sold | $4,692 | $4,501 | $192 | | Research and development costs | 163 | 181 | (18) | | Selling, general and administrative | 566 | 567 | (1) | | Other income | (8) | (5) | (3) | | Less: Depreciation and amortization | (128) | (109) | (19) | | Segment EBITDA | $1,356 | $1,086 | $270 | IET revenue of $6,641 million increased $420 million, or 7%, in the first six months of 2026 compared to the first six months of 2025, with increases in GTE, GTS, IP, and CTS, partially offset by a decline in IS driven by the PSI disposition. IET segment EBITDA of $1,356 million increased $270 million, or 25%, in the first six months of 2026 compared to the first six months of 2025. The improved performance in the first six months of 2026 was driven by price, overall productivity, FX, higher volume, and cost-out initiatives, partially offset by inflation. ### LIQUIDITY AND CAPITAL RESOURCES Our objective in financing our business is to maintain sufficient liquidity, adequate financial resources, and financial flexibility in order to fund the requirements of our business and pending acquisitions. We continue to maintain solid financial strength and sufficient liquidity. At June 30, 2026, we had cash and cash equivalents of $15.7 billion compared to $3.7 billion at December 31, 2025. As of June 30, 2026, we held approximately $13.5 billion of cash and cash equivalents in the U.S. and approximately $2.3 billion outside the U.S., including $0.9 billion held in Europe and the United Kingdom. As of December 31, 2025, cash and cash equivalents totaled approximately $0.7 billion in the U.S. and approximately $3.0 billion outside the U.S., including $1.5 billion held in Europe and the United Kingdom. A substantial portion of the cash held outside the U.S. at June 30, 2026 has either been reinvested in active non-U.S. business operations or was being held for the Chart acquisition, which was completed on July 16, 2026. If we decide at a later date to repatriate certain cash to the U.S., we may incur other additional taxes that would not be significant to the total tax provision. Baker Hughes Holdings LLC ("BHH LLC"), a wholly owned subsidiary of the Company, has a $3.0 billion committed unsecured revolving credit facility (the "Credit Agreement") with commercial banks maturing in November 2028. The Credit Agreement contains certain representations and warranties, certain affirmative covenants and negative covenants, in each case we consider customary. No related events of default have occurred. The Credit Agreement is fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes. At June 30, 2026 and December 31, 2025, there were no borrowings under the Credit Agreement. Baker Hughes Company 2026 Second Quarter Form 10-Q | 35 Certain Senior Notes contain covenants that restrict our ability to take certain actions. See "Note 8. Debt" of the Notes to Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details. At June 30, 2026, we were in compliance with all debt covenants. Our next debt maturity is December 2026. We continuously review our liquidity and capital resources. If market conditions were to change, for instance due to the uncertainty created by geopolitical events, a global pandemic, or a significant decline in oil and gas prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be negatively impacted. Additionally, it could cause the rating agencies to lower our credit ratings. There are no ratings triggers that would accelerate the maturity of any borrowings under our committed credit facility; however, a downgrade in our credit ratings could increase the cost of borrowings under the credit facility. Should this occur, we could seek alternative sources of funding, including borrowing under the credit facility. During the six months ended June 30, 2026, we disbursed cash to fund a variety of activities including certain working capital needs, capital expenditures, and the payment of dividends. On July 15, 2026, BHH LLC, as borrower, and Baker Hughes Company, as parent guarantor, entered into two separate $1.0 billion, 2-year senior, unsecured term loan agreements (the "Term Loans"). Both Term Loan agreements contain customary representations, warranties, and covenants, and bear interest at a base rate or Secured Overnight Financing Rate ("SOFR") plus applicable margin. Concurrent with the closure of the Chart acquisition, the 2025 delayed draw term loan facility was terminated. See "Note 19. Business Acquisitions, Dispositions, and Businesses Held for Sale" for additional information related to the Chart acquisition and "Note 8. Debt" for additional information on our funding activities. ### Cash Flows Cash flows provided by (used in) each type of activity were as follows for the six months ended June 30: | (In millions) | 2026 | 2025 | | --- | --- | --- | | Operating activities | $1,845 | $1,219 | | Investing activities | 874 | (596) | | Financing activities | 9,287 | (945) | ### Operating Activities Cash flows provided by operating activities were $1,845 million and $1,219 million for the six months ended June 30, 2026 and 2025, respectively. Our largest source of operating cash is payments from customers, of which the largest component is collecting cash related to our sales of products and services, including advance payments or progress collections for work to be performed. The primary use of operating cash is to pay our suppliers, employees, tax authorities, and others for a wide range of goods and services. Cash from operating activities is primarily generated from net income or loss adjusted for certain noncash items (including depreciation, amortization, change in fair value of equity securities, stock-based compensation cost, deferred tax benefit or provision, and the impairment of certain assets). For the six months ended June 30, 2026, net working capital cash generation was $350 million, mainly due to progress collections, partially offset by contract assets build up and inventory increase. For the six months ended June 30, 2025, net working capital cash generation was $98 million, mainly due to accounts receivable collections and contract asset buildup, partially offset by progress collections, accounts payable, and inventory increases. Included in the cash flows from operating activities for the six months ended June 30, 2026 and 2025 were payments of $86 million and $67 million, respectively, made primarily for employee severance as a result of our restructuring activities. Baker Hughes Company 2026 Second Quarter Form 10-Q | 36 ### Investing Activities Cash flows provided by investing activities were $874 million for the six months ended June 30, 2026 and cash flows used in investing activities were $596 million for the six months ended June 30, 2025. Our principal recurring investing activity is the funding of capital expenditures including property, plant and equipment ("PP&E") and software, to support and generate revenue from operations. Expenditures for capital assets were $636 million and $601 million for the six months ended June 30, 2026 and 2025, respectively, partially offset by cash flows from the disposal of PP&E of $110 million and $74 million for the six months ended June 30, 2026 and 2025, respectively. Proceeds from the disposal of assets were primarily related to OFSE equipment that was lost-in-hole, and PP&E no longer used in operations that was sold throughout the period. During the first quarter of 2026, the Company generated approximately $1.2 billion from the disposition of the Precision Sensors & Instrumentation business, a business within the Industrial Solutions product line of its IET segment, to Crane Company. The Company also received $0.2 billion from the formation of a joint venture with a subsidiary of Cactus, Inc. ("Cactus") whereby the Company contributed the Surface Pressure Control business, a business within the Subsea & Surface Pressure Systems product line of its OFSE segment, in exchange for cash consideration and 35% noncontrolling interest. ### Financing Activities Cash flows provided by financing activities were $9,287 million for the six months ended June 30, 2026 and cash flows used in financing activities were $945 million for the six months ended June 30, 2025. We maintained a quarterly dividend during the six months ended June 30, 2026 and 2025 of $0.23 per share. We paid dividends of $456 million and $456 million to our Class A shareholders during the six months ended June 30, 2026 and 2025, respectively. We did not repurchase any shares of Class A common stock during the six months ended June 30, 2026. During the six months ended June 30, 2025, we repurchased and canceled 9.8 million shares of Class A common stock for a total of $384 million. On March 11, 2026, we completed an offering of $6.5 billion of U.S. dollar-denominated notes, along with €3.0 billion of Euro-denominated notes. As a result of the completed offering, we terminated the Bridge Facility entered into on July 28, 2025. ### Cash Requirements We believe cash on hand, cash flows from operating activities, the available revolving credit facility, access to our uncommitted lines of credit, and availability under our existing shelf registrations of debt will provide us with sufficient capital resources and liquidity in the short-term and long-term to manage our working capital needs; meet contractual obligations; fund strategic growth initiatives, capital expenditures, and dividends; repay debt; repurchase our Class A common stock; and support the development of our short-term and long-term operating strategies. Our capital expenditures can be adjusted and managed by us to match market demand and activity levels. Based on current market conditions, capital expenditures in 2026 are expected to be made at a rate that we estimate would equal up to 5% of annual revenue. The expenditures are expected to be used primarily for normal, recurring items necessary to support our business. Based on our current outlook, we anticipate making income tax payments in the range of $0.9 to $1.0 billion in 2026. ### Other Factors Affecting Liquidity Customer receivables: In line with industry practice, we may bill our customers for services provided in arrears dependent upon contractual terms. In a challenging economic environment, we may experience delays in the payment of our invoices due to customers' lower cash flow from operations or their more limited access to credit markets. While historically there have not been material non-payment events, we attempt to mitigate this risk by working with our customers to restructure their debts or utilizing available trade receivable facilities that enable us to Baker Hughes Company 2026 Second Quarter Form 10-Q | 37 manage collection risk. With regard to our primary customer in Mexico, there have not historically been any material losses due to uncollectable accounts receivable, nor are any such balances currently in dispute. As of June 30, 2026 and December 31, 2025, the Company had credit default swaps ("CDS") with original notional balances totaling $514 million and $775 million, respectively, with third-party financial institutions. The CDS relate to borrowings provided by these financial institutions to our primary customer in Mexico who utilized these borrowings to pay certain of the Company's outstanding receivables. The total notional amount remaining on the issued CDS was $86 million and $287 million as of June 30, 2026 and December 31, 2025, respectively, which will reduce each month through September 2026 as the customer repays the borrowings. As of June 30, 2026, the fair value of these derivative liabilities is not material. A customer's failure or delay in payment could have a material adverse effect on our short-term liquidity and results of operations. Our gross customer receivables were 16% in the U.S. as of June 30, 2026. No other country accounted for more than 10% of our gross customer receivables as of June 30, 2026. International operations: Our cash that is held outside the U.S. is 15% of the total cash balance as of June 30, 2026, including 6% of total cash held in Europe and the United Kingdom. Depending on the jurisdiction or country where this cash is held, we may not be able to use this cash quickly and efficiently due to exchange or cash controls that could make it challenging. As a result, our cash balance may not represent our ability to quickly and efficiently use this cash. ### Guarantor Financial Information We guarantee various senior unsecured notes and senior unsecured debentures (collectively, the "Debt Securities") outstanding with an aggregate principal amount of $15.7 billion as of June 30, 2026, with maturities ranging from 2026 to 2056. The Debt Securities constitute debt obligations of BHH LLC and Baker Hughes Co-Obligor, Inc., a wholly owned finance subsidiary of BHH LLC (together with BHH LLC, the "Issuers"). The Debt Securities are fully and unconditionally guaranteed on a senior unsecured basis by the Company and rank equally in right of payment with all of the Company's other senior and unsecured debt obligations. However, because these obligations are not secured, they would be effectively subordinated to any existing or future secured indebtedness of Baker Hughes and the Issuers. As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded summarized financial information for the Issuers because the combined assets, liabilities, and results of operations of the Issuers are not materially different than the corresponding amounts in our condensed consolidated financial statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors. ### CRITICAL ACCOUNTING ESTIMATES Our critical accounting estimation processes are consistent with those described in Item 7 of Part II, "Management's discussion and analysis of financial condition and results of operations" of our 2025 Annual Report. ### FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, (each a "forward-looking statement"). All statements, other than historical facts, including statements regarding the presentation of the Company's operations in future reports and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may," "will," "should," "potential," "intend," "expect," "would," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could," "project," "predict," "continue," "target," "goal" or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the risk factors identified in the "Risk Factors" section of Part II of Item 1A of Baker Hughes Company 2026 Second Quarter Form 10-Q | 38 this report and Part 1 of Item 1A of our 2025 Annual Report and those set forth from time-to-time in other filings by the Company with the SEC. These documents are available through our website or through the SEC's Electronic Data Gathering and Analysis Retrieval (EDGAR) system at http://www.sec.gov. Any forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. The Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements. ## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK For quantitative and qualitative disclosures about market risk affecting us, see Item 7A. "Quantitative and Qualitative Disclosures about Market Risk," in our 2025 Annual Report. Our exposure to market risk has not changed materially since December 31, 2025. ## ITEM 4. CONTROLS AND PROCEDURES ### Evaluation of disclosure controls and procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective at a reasonable assurance level. There has been no change in our internal controls over financial reporting during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting, except the implementation of SAP Central Finance ("cFIN") as part of the Company's finance systems transformation program. The implementation resulted in the modification of certain finance processes and related internal controls over financial reporting. Management continues to monitor and refine the related processes and controls as part of its ongoing finance transformation activities. Baker Hughes Company 2026 Second Quarter Form 10-Q | 39 ### PART II - OTHER INFORMATION ## ITEM 1. LEGAL PROCEEDINGS See discussion of legal proceedings in "Note 16. Commitments and Contingencies" of the Notes to Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, Item 3 of Part I of our 2025 Annual Report and Note 19 of the Notes to Consolidated Financial Statements included in Item 8 of our 2025 Annual Report. ## ITEM 1A. RISK FACTORS As of the date of this filing, the Company and our operations continue to be subject to the risk factors previously discussed in the "Risk Factors" section contained in the 2025 Annual Report. ## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table contains information about our purchases of our Class A common stock equity securities during the three months ended June 30, 2026. | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of a Publicly Announced Program (1)(2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)(2) | | --- | --- | --- | --- | --- | | April 1-30, 2026 | — | — | — | $1,348,978,828 | | May 1-31, 2026 | — | — | — | $1,348,978,828 | | June 1-30, 2026 | — | — | — | $1,348,978,828 | | Total | — | — | — | | (1) On July 30, 2021, our Board of Directors authorized the Company to repurchase up to $2 billion of its Class A common stock. On October 27, 2022, our Board of Directors authorized an increase to our repurchase program of $2 billion of additional Class A common stock, increasing its existing repurchase authorization of $2 billion to $4 billion. The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. (2) During the three months ended June 30, 2026, we repurchased no shares of Class A common stock in the open market under our publicly announced purchase program. ## ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ## ITEM 4. MINE SAFETY DISCLOSURES We have no mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K to report for the current quarter. ## ITEM 5. OTHER INFORMATION Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements During the three months ended June 30, 2026, none of our officers or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) and (c), respectively, of Regulation S-K, for the purchase or sale of our securities. ## ITEM 6. EXHIBITS Each exhibit identified below is filed as a part of this report. Exhibits designated with an "*" are filed as an exhibit Baker Hughes Company 2026 Second Quarter Form 10-Q | 40 to this Quarterly Report on Form 10-Q and Exhibits designated with an "**" are furnished as an exhibit to this Quarterly Report on Form 10-Q. Exhibits designated with a "+" contain schedules that have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and the Company agrees to furnish a supplemental copy of such schedules to the SEC upon its request. Exhibits previously filed are incorporated by reference. | | | | --- | --- | | 2.1+ | Agreement and Plan of Merger, dated as of July 28, 2025, by and among Baker Hughes Company, Tango Merger Sub, Inc. and Chart Industries, Inc. (incorporated by reference as Exhibit 2.1 to the Current Report on Form 8-K of Baker Hughes Company filed on July 29, 2025). | | 10.1 | Baker Hughes Company 2026 Long-Term Incentive Plan (incorporated by reference as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on May 19, 2026 (File No. 333-296021)). | | 10.2+* | Baker Hughes Company Form of Performance Share Unit Award Agreement (under the 2026 Long-Term Incentive Plan). | | 10.3+* | Baker Hughes Company Form of Horizon 2 Performance Share Unit Award Agreement (under the 2026 Long-Term Incentive Plan). | | 10.4* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (3-Year Cliff Vesting, Executive) (under the 2026 Long-Term Incentive Plan). | | 10.5* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (3-Year Ratable Vesting, Executive) (under the 2026 Long-Term Incentive Plan). | | 10.6* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (2-Year Cliff Vesting, Executive) (under the 2026 Long-Term Incentive Plan). | | 10.7* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (2-Year Ratable Vesting, Executive) (under the 2026 Long-Term Incentive Plan). | | 10.8* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (1-Year Cliff Vesting, Executive) (under the 2026 Long-Term Incentive Plan). | | 10.9* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (3-Year Cliff Vesting, Non-Executive) (under the 2026 Long-Term Incentive Plan). | | 10.10* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (3-Year Ratable Vesting, Non-Executive) (under the 2026 Long-Term Incentive Plan). | | 10.11* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (2-Year Cliff Vesting, Non-Executive) (under the 2026 Long-Term Incentive Plan). | | 10.12* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (2-Year Ratable Vesting, Non-Executive) (under the 2026 Long-Term Incentive Plan). | | 10.13* | Baker Hughes Company Form of Restricted Stock Unit Award Agreement (1-Year Cliff Vesting, Non-Executive) (under the 2026 Long-Term Incentive Plan). | | 10.14* | Baker Hughes Company Form of Director Deferred Stock Unit Award Agreement (under the 2026 Long-Term Incentive Plan). | | 10.15* | Baker Hughes Company Non-Employee Director Deferral Plan, as Amended and Restated, effective May 19, 2026. | | 10.16* | Baker Hughes Company Form of Non-U.S. Addendum to Award Agreements (under the 2026 Long-Term Incentive Plan). | | 10.17 | Term Loan Facility Credit Agreement, dated as of July 15, 2026, by and among Baker Hughes Holdings LLC, as borrower, Baker Hughes Company, as parent guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent for the lenders (incorporated by reference as Exhibit 10.1 to the Current Report on Form 8-K of Baker Hughes Company filed on July 16, 2026). | | 10.18 | Term Loan Facility Credit Agreement, dated as of July 15, 2026, by and among Baker Hughes Holdings LLC, as borrower, Baker Hughes Company, as parent guarantor, the lenders party thereto, and UniCredit Bank GmbH - New York Branch, as administrative agent for the lenders (incorporated by reference as Exhibit 10.2 to the Current Report on Form 8-K of Baker Hughes Company filed on July 16, 2026). | | 22.1* | List of Subsidiary Guarantors of Guaranteed Securities. | | 31.1* | Certification of Lorenzo Simonelli, President and Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. | | 31.2* | Certification of Ahmed Moghal, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. | | 32** | Certification of Lorenzo Simonelli, President and Chief Executive Officer, and Ahmed Moghal, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. | Baker Hughes Company 2026 Second Quarter Form 10-Q | 41 | | | | --- | --- | | 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | 101.SCH* | XBRL Schema Document | | 101.CAL* | XBRL Calculation Linkbase Document | | 101.DEF* | XBRL Definition Linkbase Document | | 101.LAB* | XBRL Label Linkbase Document | | 101.PRE* | XBRL Presentation Linkbase Document | | 104* | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) | Baker Hughes Company 2026 Second Quarter Form 10-Q | 42 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Baker Hughes Company (Registrant) Date: July 27, 2026 By: /s/ AHMED MOGHAL Ahmed Moghal Executive Vice President and Chief Financial Officer Date: July 27, 2026 By: /s/ REBECCA CHARLTON Rebecca Charlton Senior Vice President, Controller and Chief Accounting Officer Baker Hughes Company 2026 Second Quarter Form 10-Q | 43 --- ## EX-10.2 SEC source: [bkr20260630exhibit102.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit102.htm) Exhibit 10.2 [Certain terms in this Exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission an unredacted copy of this Exhibit upon request.] Baker Hughes Company Performance Share Unit Award Agreement For [Participant] 1.Capitalized Terms. Each capitalized term used but not defined in this Award Agreement (including Appendix A) shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Performance Share Units (“PSUs”) to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each PSU entitles the Participant an opportunity to earn and receive from the Company one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with the terms of this Award Agreement, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. The target number of PSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services (the “Target PSUs”) is the number of PSUs that the Participant may earn if the Performance Condition is satisfied at the target level. The actual number of PSUs that the Participant may earn may be less than or more than the Target PSUs, depending upon actual performance and the service of the Participant, as specified in paragraph 4. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the restrictions lapse or the PSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of PSUs that are ultimately earned pursuant to this Agreement times the per Share quarterly dividend payments made to stockholders of the Company’s Shares during the period from the Grant Date until the date that the restrictions lapse and the PSUs are vested (“Dividend Equivalent”). The Company will pay the Participant an amount equal to the Dividend Equivalents unpaid as of the date that the restrictions lapse (without interest) upon such lapse date (when such PSUs are vested). Notwithstanding the foregoing, any unpaid Dividend Equivalents attributable to PSUs that are cancelled (including forfeitures due to failure to vest) will not be paid and are immediately forfeited upon cancellation (or failure to vest) of the PSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Restrictions. a.Lapse of Restrictions Generally. Except as specified in paragraph 6(a), restrictions on the PSUs will lapse to the extent that both the Service Condition and the Performance Condition are satisfied and once the Committee has certified the Performance Condition has been satisfied (the “Normal Restriction Lapse Date”). Subject to paragraphs 5 and 6, the “Service Condition” will be satisfied with respect to the PSUs only if the Participant has been continuously employed by the Company or one of its Subsidiaries through the Normal Restriction Lapse Date, and the “Performance Condition” will be satisfied with respect to between 0% and 200% of the Target PSUs based on the attainment of Cumulative ROIC and Relative Cumulative Free Cash Flow Divided by Cumulative Adjusted EBITDA performance conditions, adjusted by the Relative TSR modifier, in accordance with Appendix A, and in all cases, subject to the maximum share limitation and maximum value as set forth below in Section 4(b) and 4(c), respectively. Prior to the issuance of any Shares pursuant to paragraph 7, except as specified in this Award Agreement (for example, in the event of an Involuntary Termination due to a Change in Control as described in paragraphs 5(b) and 6(a)), the Committee shall certify the extent, if any, to which the Performance Condition was achieved. b.Maximum Shares Limitation. Following the application of the Relative TSR modifier (as detailed on Appendix A), the maximum number of Shares the Participant may earn under this Award is Shares equal to 225% of the Target PSUs. c.Maximum Value Limitation. In addition to any other limitation specified in this Award Agreement, notwithstanding anything in this Award Agreement to the contrary, if the Final Value of the Shares otherwise issuable on lapse of the restrictions on the PSUs, as determined in accordance with this Award Agreement, exceeds the applicable Maximum Value, the number of Shares issued to the Participant will be reduced so that the Final Value of the number of Shares issued is equal to such Maximum Value. “Final Value” means the closing price of a Share on the End Date, multiplied by the number of Shares otherwise issuable on lapse of the restrictions applicable to the PSUs (assuming for such purpose that the immediately preceding sentence did not apply). “Maximum Value” means the closing price of a Share on the Grant Date multiplied by the Target PSUs, multiplied by 5. 5.Termination of Employment. If the Participant’s employment with the Company or any of its Subsidiaries terminates prior to the Normal Restriction Lapse Date, the PSUs shall be immediately cancelled, except as follows: a.Employment Termination Due to Death. If the Participant’s employment with the Company or any of its Subsidiaries terminates prior to the Normal Restriction Lapse Date as a result of the Participant’s death, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PSUs shall remain subject to the Performance Condition. b.Involuntary Termination Following Certain Transactions. If prior to the Normal Restriction Lapse Date (i) the Participant incurs an Involuntary Termination during the 24-month period following a Change in Control or (ii) the Participant incurs an Involuntary Full Severance of Employment in Connection With a Covered Transaction during the 24-month period following a Covered Transaction (in each case, as determined by the Committee in its sole discretion), the Service Condition shall be deemed to be fully satisfied for all PSUs awarded hereby on the date of the Participant’s Involuntary Termination. For the avoidance of doubt, the 24-month period following a Change in Control or a Covered Transaction includes the date of the consummation of the Change in Control or the Covered Transaction. c.Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PSUs shall remain subject to the Performance Condition. d. Other Involuntary Termination. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs an Involuntary Termination, and paragraph 5(b) does not apply, then as of the date of such Involuntary Termination, the Service Condition shall be deemed satisfied with respect to the applicable Pro-Rata Portion, and such Pro-Rata Portion of the PSUs shall remain subject to the Performance Condition (except as specified in paragraph 6(a) and (b)). 2 e.Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 5(a), 5(b), 5(c), or 5(d) then the PSUs shall be immediately cancelled. f. Definitions. For purposes of this Award Agreement, the following terms have the meanings specified below: (i) “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. (ii) “Covered Transaction” means a transaction other than a Change in Control that, in the determination of the Committee in its sole discretion, involves either (1) the formation of a joint venture to which the Company contributes assets or businesses comprising at least 30% of the Company (as measured in terms of assets, revenue, cash flow, net income and/or other parameters, in the discretion of the Committee) (a “Covered Business”) and in which the Company retains an equity interest of at least 40%, or (2) the disposition to the Company’s shareholders of a Covered Business. (iii) “Involuntary Full Severance of Employment in Connection With a Covered Transaction” means an Involuntary Termination incurred in connection with the Covered Transaction as determined by the Committee in its sole discretion; provided, however, that the Participant shall not incur an Involuntary Full Severance of Employment in Connection With a Covered Transaction if, prior to the Normal Restriction Lapse Date, (1) the Participant receives an offer of employment from a Qualifying Successor (whether or not the Participant accepts such offer of employment) unless such offer of employment is for materially diminished base salary as compared to the Participant’s base salary in effect immediately prior to the consummation of the Covered Transaction as determined by the Committee in its sole discretion, or (2) the Participant transfers to, or continues the employment with, a Qualifying Successor on or following a Covered Transaction. (iv) “Involuntary Termination” means the Termination of Employment of the Participant (1) because the Participant’s position with the Company Group is eliminated, (2) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, (3) because the Participant is no longer employed within the Company Group because the Participant becomes or remains employed by a Qualifying Successor, (4) because on or within 24 months following and in connection with a Covered Transaction (as determined by the Committee in its sole discretion) the Participant resigns from employment with the Company, or any Subsidiary due to a material diminution of the Participant’s base salary (as determined by the Committee in its sole discretion) within such period; provided that the Participant delivers written notice to the Participant’s employer, either the Company or a Subsidiary (as applicable), of the Participant’s intention to terminate employment within 30 days following the occurrence of such material diminution of base salary and the Company or Subsidiary (as applicable) has not, within 30 days following receipt of such written notice, corrected such diminution (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and such employer), or (5) because, on or within 24 months following a Change in Control, the Participant resigns from employment with the Company, or any Subsidiary (or, upon or following a Change in Control any of their successors), due to a reason that would qualify as an event that is a “Good Reason” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan (as determined by the Committee), whether or not the Participant is a participant in the Baker Hughes Company Executive Change in Control Severance Plan; provided, that the Participant delivers written notice to the Committee of the Participant’s intention to terminate employment within 30 days 3 following the occurrence of the Good Reason event and the Company or Subsidiary (or, upon or following a Change in Control any of their successors) as applicable, has not, within 30 days following receipt of such written notice, corrected such Good Reason event (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and the Participant’s employer) (for the avoidance of doubt, treating all references to Committee for purposes of this clause (5) as the “Committee” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan). For purposes of this Award Agreement, an “Involuntary Termination” does not include (w) a Termination of Employment for Cause, (x) the Participant’s death or Termination of Employment due to disability or retirement, (y) a voluntary Termination of Employment by the Participant, or (z) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). (v)“Pro-Rata Portion” shall mean the total number of PSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of Involuntary Termination and the denominator of which is 36. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. (vi)“Qualifying Successor” means (1) an entity (or entities) holding assets or businesses comprising a Covered Business that is disposed of to the Company’s shareholders in a Covered Transaction and entities that are affiliated with such entity under section 414 of the Code, (2) a joint venture to which the Company contributes assets or businesses comprising a Covered Business and entities that are affiliated with such entity under section 414 of the Code. (vii)“Termination of Employment” means the Participant is no longer employed by the Company or any entity that is then a Subsidiary without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary. (viii)“Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. 6.Transactions Involving the Company or Peers. a.Change in Control of the Company. In the event of a Change in Control, the Performance Condition shall be deemed satisfied at the target level of performance with respect to the Target PSUs that have not theretofore been forfeited, and, except as specified above in this Award Agreement, the Target PSUs shall remain subject to the Service Condition. 4 b.Covered Transaction. In the event of a Covered Transaction, if paragraph 5(b) or paragraph 5(d) applies to the Participant and the Committee has determined in its sole discretion that the Participant has incurred an Involuntary Termination in connection with the Covered Transaction, the Performance Condition shall be deemed satisfied at the greater of (i) the target level of performance or (ii) the actual performance through the date of the Covered Transaction (calculated based upon the most recent results that have then been reported through the calendar quarter immediately preceding the date of the Covered Transaction) with respect to the Target PSUs that have not theretofore been forfeited. c.Transactions Involving Peers. Notwithstanding anything in this Award Agreement (other than Section 3d of Appendix A) to the contrary, for purposes of the Performance Condition in Appendix A, in the event that, prior to the End Date, there occurs: (i)a merger, acquisition or business combination transaction of a Peer with or by another Peer, only the surviving entity shall remain a Peer; (ii)a merger of a Peer with an entity that is not a Peer, or the acquisition or business combination transaction by or with a Peer, or with an entity that is not a Peer, in each case where such Peer is the surviving entity and remains publicly traded, such Peer shall remain a Peer; (iii)a merger or acquisition or business combination transaction of a Peer by or with an entity that is not a Peer or a “going private” transaction involving a Peer where such Peer is not the surviving entity or is otherwise no longer publicly traded, such Peer shall no longer be a Peer; (iv)a stock distribution from a Peer consisting of the shares of a new publicly traded company (a “spin-off”), such Peer shall remain a Peer, such distribution shall be treated as a dividend from such Peer based on the closing price of the shares of the spun-off company on its first day of trading and the Cumulative Free Cash Flow of the spun-off company and the Adjusted EBITDA of the spun-off company shall not thereafter be tracked for purposes of calculating Cumulative Free Cash Flow and Adjusted EBITDA, and the performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR, and the performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR; or (v) a bankruptcy or liquidation of a Peer, the Cumulative Free Cash Flow Divided by Cumulative Adjusted EBITDA of such Peer shall be ranked last for purposes of determining the Relative Cumulative Free Cash Flow Divided by Cumulative Adjusted EBITDA, and the TSR of such Peer shall be ranked last for purposes of determining the Relative TSR. 7.Issuance and Withholding Tax. As soon as administratively practicable (but no more than 45 days) following such date as both the Service Condition and the Performance Condition restrictions lapse pursuant to this Award Agreement, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the PSUs for which the restrictions lapse in accordance with this Award Agreement. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which both the Service Condition and the Performance Condition have been satisfied (or deemed satisfied) under the terms of this Award Agreement. No later than the date as of which an amount with respect to the PSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company 5 regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 8.Amendment/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the PSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; provided further that no such consent shall be required with respect to any amendment, alteration or termination of the PSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (a) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (b) is in accordance with paragraph 9. Notwithstanding the foregoing, no amendment of the PSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the PSUs shall be null and void to the extent the grant of PSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 9.Recoupment. Notwithstanding any other provision of this Award to the contrary, the PSUs, any Shares issued in settlement of the PSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the Baker Hughes Recovery of Compensation Policy, as may be amended from time to time, and any other recoupment policy that the Company may adopt from time to time. 10.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 11.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 12.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different. 13.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through 6 such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 14.Nontransferability. Except as specified in this Award Agreement, this Award and this Award Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 15.Section 409A. This Award is intended to be exempt from Section 409A. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any PSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 16.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 17.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the PSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 7 Appendix A [PSU Performance Condition Redacted; Company Confidential] 8 --- ## EX-10.3 SEC source: [bkr20260630exhibit103.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit103.htm) Exhibit 10.3 [Certain terms in this Exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission an unredacted copy of this Exhibit upon request.] Baker Hughes Company Performance Share Unit Award Agreement For [Participant] 1.Capitalized Terms. Each capitalized term used but not defined in this Award Agreement (including Appendix A) shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Performance Share Units (“PSUs”) to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each PSU entitles the Participant an opportunity to earn and receive from the Company one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with the terms of this Award Agreement, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. The target number of PSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services (the “Target PSUs”) is the number of PSUs that the Participant may earn if the Performance Condition is satisfied at the target level. The actual number of PSUs that the Participant may earn may be less than or more than the Target PSUs, depending upon actual performance and the service of the Participant, as specified in paragraph 4. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the restrictions lapse or the PSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of PSUs that are ultimately earned pursuant to this Agreement times the per Share quarterly dividend payments made to stockholders of the Company’s Shares during the period from the Grant Date until the date that the restrictions lapse and the PSUs are vested (“Dividend Equivalent”). The Company will pay the Participant an amount equal to the Dividend Equivalents unpaid as of the date that the restrictions lapse (without interest) upon such lapse date (when such PSUs are vested). Notwithstanding the foregoing, any unpaid Dividend Equivalents attributable to PSUs that are cancelled (including forfeitures due to failure to vest) will not be paid and are immediately forfeited upon cancellation (or failure to vest) of the PSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Restrictions. a.Lapse of Restrictions Generally. Except as specified in paragraph 6(a), restrictions on the PSUs will lapse to the extent that both the Service Condition and the Performance Condition are satisfied and once the Committee has certified the Performance Condition has been satisfied (the “Normal Restriction Lapse Date”). Subject to paragraphs 5 and 6, the “Service Condition” will be satisfied with respect to the PSUs only if the Participant has been continuously employed by the Company or one of its Subsidiaries through the Normal Restriction Lapse Date, and the “Performance Condition” will be satisfied with respect to between 0% and 200% of the Target PSUs based on the attainment of the performance conditions set forth in Appendix A, and in all cases, subject to the maximum share limitation and maximum value as set forth below in Section 4(b) and 4(c), respectively. Prior to the issuance of any Shares pursuant to paragraph 7, except as specified in this Award Agreement (for example, in the event of an Involuntary Termination due to a Change in Control as described in paragraphs 5(b) and 6(a)), the Committee shall certify the extent, if any, to which the Performance Condition was achieved. b.Maximum Shares Limitation. The maximum number of Shares the Participant may earn under this Award is Shares equal to 200% of the Target PSUs. c.Maximum Value Limitation. In addition to any other limitation specified in this Award Agreement, notwithstanding anything in this Award Agreement to the contrary, if the Final Value of the Shares otherwise issuable on lapse of the restrictions on the PSUs, as determined in accordance with this Award Agreement, exceeds the applicable Maximum Value, the number of Shares issued to the Participant will be reduced so that the Final Value of the number of Shares issued is equal to such Maximum Value. “Final Value” means the closing price of a Share on the End Date, multiplied by the number of Shares otherwise issuable on lapse of the restrictions applicable to the PSUs (assuming for such purpose that the immediately preceding sentence did not apply). “Maximum Value” means the closing price of a Share on the Grant Date multiplied by the Target PSUs, multiplied by 5. 5.Termination of Employment. If the Participant’s employment with the Company or any of its Subsidiaries terminates prior to the Normal Restriction Lapse Date, the PSUs shall be immediately cancelled, except as follows: a.Employment Termination Due to Death. If the Participant’s employment with the Company or any of its Subsidiaries terminates prior to the Normal Restriction Lapse Date as a result of the Participant’s death, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PSUs shall remain subject to the Performance Condition. b.Involuntary Termination Following Certain Transactions. If prior to the Normal Restriction Lapse Date (i) the Participant incurs an Involuntary Termination during the 24-month period following a Change in Control or (ii) the Participant incurs an Involuntary Full Severance of Employment in Connection With a Covered Transaction during the 24-month period following a Covered Transaction (in each case, as determined by the Committee in its sole discretion), the Service Condition shall be deemed to be fully satisfied for all PSUs awarded hereby on the date of the Participant’s Involuntary Termination. For the avoidance of doubt, the 24-month period following a Change in Control or a Covered Transaction includes the date of the consummation of the Change in Control or the Covered Transaction. c.Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, the Service Condition shall be deemed fully satisfied as of the date of such termination, and, subject to paragraph 6(a), the PSUs shall remain subject to the Performance Condition. d. Other Involuntary Termination. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs an Involuntary Termination, and paragraph 5(b) does not apply, then as of the date of such Involuntary Termination, the Service Condition shall be deemed satisfied with respect to the applicable Pro-Rata Portion, and such Pro-Rata Portion of the PSUs shall remain subject to the Performance Condition (except as specified in paragraph 6(a) and (b)). 2 e.Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 5(a), 5(b), 5(c), or 5(d) then the PSUs shall be immediately cancelled. f. Definitions. For purposes of this Award Agreement, the following terms have the meanings specified below: (i) “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. (ii) “Covered Transaction” means a transaction other than a Change in Control that, in the determination of the Committee in its sole discretion, involves either (1) the formation of a joint venture to which the Company contributes assets or businesses comprising at least 30% of the Company (as measured in terms of assets, revenue, cash flow, net income and/or other parameters, in the discretion of the Committee) (a “Covered Business”) and in which the Company retains an equity interest of at least 40%, or (2) the disposition to the Company’s shareholders of a Covered Business. (iii) “Involuntary Full Severance of Employment in Connection With a Covered Transaction” means an Involuntary Termination incurred in connection with the Covered Transaction as determined by the Committee in its sole discretion; provided, however, that the Participant shall not incur an Involuntary Full Severance of Employment in Connection With a Covered Transaction if, prior to the Normal Restriction Lapse Date, (1) the Participant receives an offer of employment from a Qualifying Successor (whether or not the Participant accepts such offer of employment) unless such offer of employment is for materially diminished base salary as compared to the Participant’s base salary in effect immediately prior to the consummation of the Covered Transaction as determined by the Committee in its sole discretion, or (2) the Participant transfers to, or continues the employment with, a Qualifying Successor on or following a Covered Transaction. (iv) “Involuntary Termination” means the Termination of Employment of the Participant (1) because the Participant’s position with the Company Group is eliminated, (2) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, (3) because the Participant is no longer employed within the Company Group because the Participant becomes or remains employed by a Qualifying Successor, (4) because on or within 24 months following and in connection with a Covered Transaction (as determined by the Committee in its sole discretion) the Participant resigns from employment with the Company, or any Subsidiary due to a material diminution of the Participant’s base salary (as determined by the Committee in its sole discretion) within such period; provided that the Participant delivers written notice to the Participant’s employer, either the Company or a Subsidiary (as applicable), of the Participant’s intention to terminate employment within 30 days following the occurrence of such material diminution of base salary and the Company or Subsidiary (as applicable) has not, within 30 days following receipt of such written notice, corrected such diminution (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and such employer), or (5) because, on or within 24 months following a Change in Control, the Participant resigns from employment with the Company, or any Subsidiary (or, upon or following a Change in Control any of their successors), due to a reason that would qualify as an event that is a “Good Reason” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan (as determined by the Committee), whether or not the Participant is a participant in the Baker Hughes Company Executive Change in Control Severance Plan; provided that the Participant delivers written notice to the Committee of the Participant’s intention to terminate employment within 30 days 3 following the occurrence of the Good Reason event and the Company or Subsidiary (or, upon or following a Change in Control any of their successors) as applicable, has not, within 30 days following receipt of such written notice, corrected such Good Reason event (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and the Participant’s employer) (for the avoidance of doubt, treating all references to Committee for purposes of this clause (5) as the “Committee” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan). For purposes of this Award Agreement, an “Involuntary Termination” does not include (w) a Termination of Employment for Cause, (x) the Participant’s death or Termination of Employment due to disability or retirement, (y) a voluntary Termination of Employment by the Participant, or (z) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). (v)“Pro-Rata Portion” shall mean the total number of PSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of Involuntary Termination and the denominator of which is 36. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. (vi)“Qualifying Successor” means (1) an entity (or entities) holding assets or businesses comprising a Covered Business that is disposed of to the Company’s shareholders in a Covered Transaction and entities that are affiliated with such entity under section 414 of the Code, (2) a joint venture to which the Company contributes assets or businesses comprising a Covered Business and entities that are affiliated with such entity under section 414 of the Code. (vii)“Termination of Employment” means the Participant is no longer employed by the Company or any entity that is then a Subsidiary without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary. (viii)“Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. 6.Transactions Involving the Company. a.Change in Control of the Company. In the event of a Change in Control, the Performance Condition shall be deemed satisfied at the target level of performance with respect to the Target PSUs that have not theretofore been forfeited, and, except as specified above in this Award Agreement, the Target PSUs shall remain subject to the Service Condition. 4 b.Covered Transaction. In the event of a Covered Transaction, if paragraph 5(b) or paragraph 5(d) applies to the Participant and the Committee has determined in its sole discretion that the Participant has incurred an Involuntary Termination in connection with the Covered Transaction, the Performance Condition shall be deemed satisfied at the greater of (i) the target level of performance or (ii) the actual performance through the date of the Covered Transaction (calculated based upon the most recent results that have then been reported through the calendar quarter immediately preceding the date of the Covered Transaction) with respect to the Target PSUs that have not theretofore been forfeited. 7.Issuance and Withholding Tax. As soon as administratively practicable (but no more than 45 days) following such date as both the Service Condition and the Performance Condition restrictions lapse pursuant to this Award Agreement, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the PSUs for which the restrictions lapse in accordance with this Award Agreement. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which both the Service Condition and the Performance Condition have been satisfied (or deemed satisfied) under the terms of this Award Agreement. No later than the date as of which an amount with respect to the PSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 8.Amendment/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the PSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; provided further that no such consent shall be required with respect to any amendment, alteration or termination of the PSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (a) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (b) is in accordance with paragraph 9. Notwithstanding the foregoing, no amendment of the PSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the PSUs shall be null and void to the extent the grant of PSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 9.Recoupment. Notwithstanding any other provision of this Award to the contrary, the PSUs, any Shares issued in settlement of the PSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the Baker Hughes Recovery of Compensation Policy, as may be amended from time to time, and any other recoupment policy that the Company may adopt from time to time. 10.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 11.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 12.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if 5 different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different. 13.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 14.Nontransferability. Except as specified in this Award Agreement, this Award and this Award Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 15.Section 409A. This Award is intended to be exempt from Section 409A. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any PSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 16.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award 6 Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 17.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the PSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 7 Appendix A [PSU Performance Condition Redacted; Company Confidential] 8 --- ## EX-10.4 SEC source: [bkr20260630exhibit104.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit104.htm) Exhibit 10.4 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant Name] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on the third anniversary of the Grant Date (the “Normal Restriction Lapse Date”) only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the Normal Restriction Lapse Date the restrictions will lapse as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date of the Participant’s Termination of Employment except as follows: a.Termination of Employment Due to Death. If prior to the Normal Restriction Lapse Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all RSUs shall immediately lapse. b.Involuntary Termination Without Cause Following Certain Transactions. If prior to the third anniversary of the Grant Date (i) the Participant incurs an Involuntary Termination during the 24-month period following a Change in Control or (ii) during the 24- month period following a Covered Transaction the Participant incurs an Involuntary Full Severance of Employment in Connection With a Covered Transaction, on the date of the Participant’s Involuntary Termination restrictions on all RSUs shall immediately lapse. For the avoidance of doubt, the 24-month period following a Change in Control or a Covered Transaction includes the date of the consummation of the Change in Control or the Covered Transaction. c. Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, restrictions on all RSUs shall immediately lapse. d. Other Involuntary Termination. If, prior to the Normal Restriction Lapse Date and on or after the first anniversary of the Grant Date, the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) and none of paragraphs 4(a), 4(b), or 4(c) is applicable, then restrictions on the Pro-Rata Portion of the RSUs shall immediately lapse on the date of the Participant’s Involuntary Termination and the remaining RSUs covered by this Award shall be immediately cancelled. For purposes of this Award, the “Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of termination and the denominator of which is 36. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. e. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a), 4(b), 4(c), or 4(d), then the RSUs shall be immediately cancelled. f. Definitions. For purposes of this Award Agreement, the following terms have the meanings specified below: (i) “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. 2 (ii) “Covered Transaction” means a transaction other than a Change in Control that, in the determination of the Committee in its sole discretion, involves either (i) the formation of a joint venture to which the Company contributes assets or businesses comprising at least 30% of the Company (as measured in terms of assets, revenue, cash flow, net income and/or other parameters, in the discretion of the Committee) (a “Covered Business”) and in which the Company retains an equity interest of at least 40%, or (ii) the disposition to the Company’s shareholders of a Covered Business. (iii)“Involuntary Full Severance of Employment in Connection With a Covered Transaction” means an Involuntary Termination incurred in connection with the Covered Transaction as determined by the Committee in its sole discretion; provided, however, that the Participant shall not incur an Involuntary Full Severance of Employment in Connection With a Covered Transaction if, prior to the Normal Restriction Lapse Date (i) the Participant receives an offer of employment from a Qualifying Successor (whether or not the Participant accepts such offer of employment) unless such offer of employment is for materially diminished base salary as compared to the Participant’s base salary in effect immediately prior to the consummation of the Covered Transaction as determined by the Committee in its sole discretion, or (ii) the Participant transfers to, or continues the employment with, a Qualifying Successor on or following a Covered Transaction. 3 (iv)“Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, (iii) because the Participant is no longer employed within the Company Group because the Participant becomes or remains employed by a Qualifying Successor, (iv) because on or within 24 months following and in connection with a Covered Transaction (as determined by the Committee in its sole discretion) the Participant resigns from employment with the Company, or any Subsidiary due to a material diminution of the Participant’s base salary (as determined by the Committee in its sole discretion) within such period; provided that the Participant delivers written notice to the Participant’s employer, either the Company or a Subsidiary (as applicable), of the Participant’s intention to terminate employment within 30 days following the occurrence of such material diminution of base salary and the Company or Subsidiary (as applicable) has not, within 30 days following receipt of such written notice, corrected such diminution (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and such employer), or (v) because, on or within 24 months following a Change in Control, the Participant resigns from employment with the Company, or any Subsidiary (or, upon or following a Change in Control any of their successors), due to a reason that would qualify as an event that is a “Good Reason” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan (as determined by the Committee), whether or not the Participant is a participant in the Baker Hughes Company Executive Change in Control Severance Plan; provided that the Participant delivers written notice to the Committee of the Participant’s intention to terminate employment within 30 days following the occurrence of the Good Reason event and the Company or Subsidiary (or, upon or following a Change in Control any of their successors) as applicable, has not, within 30 days following receipt of such written notice, corrected such Good Reason event (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and the Participant’s employer (for the avoidance of doubt, treating all references to Committee for purposes of this clause (v) as the “Committee” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan). For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). (v)“Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of termination and the denominator of which is 36. 4 (vi) “Qualifying Successor” means (1) an entity (or entities) holding assets or businesses comprising a Covered Business that is disposed of to the Company’s shareholders in a Covered Transaction and entities that are affiliated with such entity under section 414 of the Code, (2) a joint venture to which the Company contributes assets or businesses comprising a Covered Business and entities that are affiliated with such entity under section 414 of the Code. (vii)“Termination of Employment” means the Participant is no longer employed by the Company or any entity that is a Subsidiary without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary. (viii)“Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 5 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may 6 modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any RSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 7 --- ## EX-10.5 SEC source: [bkr20260630exhibit105.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit105.htm) Exhibit 10.5 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant Name] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on one third of the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on each of the first, second and third anniversaries of the Grant Date (each, a “Normal Restriction Lapse Date”), in each case, only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the third Normal Restriction Lapse Date, the restrictions will have lapsed as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date of the Participant’s Termination of Employment except as follows: a.Termination of Employment Due to Death. If prior to the third anniversary of the Grant Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. b.Involuntary Termination Following Certain Transactions. If prior to the third anniversary of the Grant Date (i) the Participant incurs an Involuntary Termination during the 24-month period following a Change in Control or (ii) during the 24-month period following a Covered Transaction the Participant incurs an Involuntary Full Severance of Employment in Connection With a Covered Transaction (as determined by the Committee in its sole discretion), on the date of the Participant’s Involuntary Termination restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. For the avoidance of doubt, the 24-month period following a Change in Control or a Covered Transaction includes the date of the consummation of the Change in Control or the Covered Transaction. c. Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. d. Other Involuntary Termination. If, prior to the Normal Restriction Lapse Date and on or after the first anniversary of the Grant Date, the Participant incurs an Involuntary Termination and none of paragraphs 4(a), 4(b), or 4(c) is applicable, then restrictions on the Pro-Rata Portion of the RSUs shall immediately lapse on the date of the Participant’s Involuntary Termination and the remaining RSUs covered by this Award shall be immediately cancelled. e. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a), 4(b), 4(c), or 4(d), then the remaining RSUs shall be immediately cancelled. f. Definitions. For purposes of this Award Agreement, the following terms have the meanings specified below: (i) “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. (ii) “Covered Transaction” means a transaction other than a Change in Control that, in the determination of the Committee in its sole discretion, involves either (i) the formation of a joint venture to which the Company contributes assets or businesses comprising at least 30% of the Company (as measured in terms of assets, revenue, cash flow, net income and/or other parameters, in the discretion of the Committee) (a “Covered Business”) and in which the Company retains an equity interest of at least 40%, or (ii) the disposition to the Company’s shareholders of a Covered Business. 2 (iii)“Involuntary Full Severance of Employment in Connection With a Covered Transaction” means an Involuntary Termination incurred in connection with the Covered Transaction as determined by the Committee in its sole discretion; provided, however, that the Participant shall not incur an Involuntary Full Severance of Employment in Connection With a Covered Transaction if, prior to the Normal Restriction Lapse Date (i) the Participant receives an offer of employment from a Qualifying Successor (whether or not the Participant accepts such offer of employment) unless such offer of employment is for materially diminished base salary as compared to the Participant’s base salary in effect immediately prior to the consummation of the Covered Transaction as determined by the Committee in its sole discretion, or (ii) the Participant transfers to, or continues the employment with, a Qualifying Successor on or following a Covered Transaction. 3 (iv)“Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, (iii) because the Participant is no longer employed within the Company Group because the Participant becomes or remains employed by a Qualifying Successor, (iv) because on or within 24 months following and in connection with a Covered Transaction (as determined by the Committee in its sole discretion) the Participant resigns from employment with the Company, or any Subsidiary due to a material diminution of the Participant’s base salary (as determined by the Committee in its sole discretion) within such period; provided that the Participant delivers written notice to the Participant’s employer, either the Company or a Subsidiary (as applicable), of the Participant’s intention to terminate employment within 30 days following the occurrence of such material diminution of base salary and the Company or Subsidiary (as applicable) has not, within 30 days following receipt of such written notice, corrected such diminution (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and such employer), or (v) because, on or within 24 months following a Change in Control, the Participant resigns from employment with the Company, or any Subsidiary (or, upon or following a Change in Control any of their successors), due to a reason that would qualify as an event that is a “Good Reason” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan (as determined by the Committee), whether or not the Participant is a participant in the Baker Hughes Company Executive Change in Control Severance Plan; provided that the Participant delivers written notice to the Committee of the Participant’s intention to terminate employment within 30 days following the occurrence of the Good Reason event and the Company or Subsidiary (or, upon or following a Change in Control any of their successors) as applicable, has not, within 30 days following receipt of such written notice, corrected such Good Reason event (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and the Participant’s employer (for the avoidance of doubt, treating all references to Committee for purposes of this clause (v) as the “Committee” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan). For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). 4 (v)“Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of Termination of Employment and the denominator of which is the total number of months between the Grant Date and the third anniversary of the Grant Date, less the number of RSUs for which the restrictions have lapsed prior to the date of Termination of Employment. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. (vi) “Qualifying Successor” means (1) an entity (or entities) holding assets or businesses comprising a Covered Business that is disposed of to the Company’s shareholders in a Covered Transaction and entities that are affiliated with such entity under section 414 of the Code, (2) a joint venture to which the Company contributes assets or businesses comprising a Covered Business and entities that are affiliated with such entity under section 414 of the Code. (vii)“Termination of Employment” means the Participant is no longer employed by the Company or any entity that is then a Subsidiary without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary. (viii)“Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and 5 provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such 6 system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any RSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such 7 provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 8 --- ## EX-10.6 SEC source: [bkr20260630exhibit106.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit106.htm) Exhibit 10.6 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on the second anniversary of the Grant Date (the “Normal Restriction Lapse Date”) only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the Normal Restriction Lapse Date the restrictions will lapse as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date of the Participant’s Termination of Employment except as follows: a.Termination of Employment Due to Death. If prior to the Normal Restriction Lapse Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all RSUs shall immediately lapse. b.Involuntary Termination Without Cause Following Certain Transactions. If prior to the second anniversary of the Grant Date (i) the Participant incurs an Involuntary Termination during the 24-month period following a Change in Control or (ii) during the 24- month period following a Covered Transaction the Participant incurs an Involuntary Full Severance of Employment in Connection With a Covered Transaction, on the date of the Participant’s Involuntary Termination restrictions on all RSUs shall immediately lapse. For the avoidance of doubt, the 24-month period following a Change in Control or a Covered Transaction includes the date of the consummation of the Change in Control or the Covered Transaction. c. Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, restrictions on all RSUs shall immediately lapse. d. Other Involuntary Termination. If, prior to the Normal Restriction Lapse Date and on or after the first anniversary of the Grant Date, the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) and none of paragraphs 4(a), 4(b), or 4(c) is applicable, then restrictions on the Pro-Rata Portion of the RSUs shall immediately lapse on the date of the Participant’s Involuntary Termination and the remaining RSUs covered by this Award shall be immediately cancelled. For purposes of this Award, the “Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of termination and the denominator of which is 24. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. e. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a), 4(b), 4(c), or 4(d), then the RSUs shall be immediately cancelled. f. Definitions. For purposes of this Award Agreement, the following terms have the meanings specified below: (i) “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. 2 (ii) “Covered Transaction” means a transaction other than a Change in Control that, in the determination of the Committee in its sole discretion, involves either (i) the formation of a joint venture to which the Company contributes assets or businesses comprising at least 30% of the Company (as measured in terms of assets, revenue, cash flow, net income and/or other parameters, in the discretion of the Committee) (a “Covered Business”) and in which the Company retains an equity interest of at least 40%, or (ii) the disposition to the Company’s shareholders of a Covered Business. (iii) “Involuntary Full Severance of Employment in Connection With a Covered Transaction” means an Involuntary Termination incurred in connection with the Covered Transaction as determined by the Committee in its sole discretion; provided, however, that the Participant shall not incur an Involuntary Full Severance of Employment in Connection With a Covered Transaction if, prior to the Normal Restriction Lapse Date (i) the Participant receives an offer of employment from a Qualifying Successor (whether or not the Participant accepts such offer of employment) unless such offer of employment is for materially diminished base salary as compared to the Participant’s base salary in effect immediately prior to the consummation of the Covered Transaction as determined by the Committee in its sole discretion, or (ii) the Participant transfers to, or continues the employment with, a Qualifying Successor on or following a Covered Transaction. 3 (iv) “Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, (iii) because the Participant is no longer employed within the Company Group because the Participant becomes or remains employed by a Qualifying Successor, (iv) because on or within 24 months following and in connection with a Covered Transaction (as determined by the Committee in its sole discretion) the Participant resigns from employment with the Company, or any Subsidiary due to a material diminution of the Participant’s base salary (as determined by the Committee in its sole discretion) within such period; provided that the Participant delivers written notice to the Participant’s employer, either the Company or a Subsidiary (as applicable), of the Participant’s intention to terminate employment within 30 days following the occurrence of such material diminution of base salary and the Company or Subsidiary (as applicable) has not, within 30 days following receipt of such written notice, corrected such diminution (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and such employer), or (v) because, on or within 24 months following a Change in Control, the Participant resigns from employment with the Company, or any Subsidiary (or, upon or following a Change in Control any of their successors), due to a reason that would qualify as an event that is a “Good Reason” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan (as determined by the Committee), whether or not the Participant is a participant in the Baker Hughes Company Executive Change in Control Severance Plan; provided that the Participant delivers written notice to the Committee of the Participant’s intention to terminate employment within 30 days following the occurrence of the Good Reason event and the Company or Subsidiary (or, upon or following a Change in Control any of their successors) as applicable, has not, within 30 days following receipt of such written notice, corrected such Good Reason event (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and the Participant’s employer (for the avoidance of doubt, treating all references to Committee for purposes of this clause (v) as the “Committee” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan). For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). (v)“Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of termination and the denominator of which is 24. 4 (vi) “Qualifying Successor” means (1) an entity (or entities) holding assets or businesses comprising a Covered Business that is disposed of to the Company’s shareholders in a Covered Transaction and entities that are affiliated with such entity under section 414 of the Code, (2) a joint venture to which the Company contributes assets or businesses comprising a Covered Business and entities that are affiliated with such entity under section 414 of the Code. (vii)“Termination of Employment” means the Participant is no longer employed by the Company or any entity that is a Subsidiary without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary. (viii)“Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 5 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional 6 taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any RSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 7 --- ## EX-10.7 SEC source: [bkr20260630exhibit107.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit107.htm) Exhibit 10.7 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on one half of the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on each of the first and second anniversaries of the Grant Date (each, a “Normal Restriction Lapse Date”), in each case, only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the second Normal Restriction Lapse Date, the restrictions will have lapsed as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date of the Participant’s Termination of Employment except as follows: a.Termination of Employment Due to Death. If prior to the second anniversary of the Grant Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. b.Involuntary Termination Following Certain Transactions. If prior to the second anniversary of the Grant Date (i) the Participant incurs an Involuntary Termination during the 24-month period following a Change in Control or (ii) during the 24-month period following a Covered Transaction the Participant incurs an Involuntary Full Severance of Employment in Connection With a Covered Transaction (as determined by the Committee in its sole discretion), on the date of the Participant’s Involuntary Termination restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. For the avoidance of doubt, the 24-month period following a Change in Control or a Covered Transaction includes the date of the consummation of the Change in Control or the Covered Transaction. c. Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. d. Other Involuntary Termination. If, prior to the Normal Restriction Lapse Date and on or after the first anniversary of the Grant Date, the Participant incurs an Involuntary Termination and none of paragraphs 4(a), 4(b), or 4(c) is applicable, then restrictions on the Pro-Rata Portion of the RSUs shall immediately lapse on the date of the Participant’s Involuntary Termination and the remaining RSUs covered by this Award shall be immediately cancelled. e. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a), 4(b), 4(c), or 4(d), then the remaining RSUs shall be immediately cancelled. f. Definitions. For purposes of this Award Agreement, the following terms have the meanings specified below: (i) “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. (ii) “Covered Transaction” means a transaction other than a Change in Control that, in the determination of the Committee in its sole discretion, involves either (i) the formation of a joint venture to which the Company contributes assets or businesses comprising at least 30% of the Company (as measured in terms of assets, revenue, cash flow, net income and/or other parameters, in the discretion of the Committee) (a “Covered Business”) and in which the Company retains an equity interest of at least 40%, or (ii) the disposition to the Company’s shareholders of a Covered Business. 2 (iii) “Involuntary Full Severance of Employment in Connection With a Covered Transaction” means an Involuntary Termination incurred in connection with the Covered Transaction as determined by the Committee in its sole discretion; provided, however, that the Participant shall not incur an Involuntary Full Severance of Employment in Connection With a Covered Transaction if, prior to the Normal Restriction Lapse Date (i) the Participant receives an offer of employment from a Qualifying Successor (whether or not the Participant accepts such offer of employment) unless such offer of employment is for materially diminished base salary as compared to the Participant’s base salary in effect immediately prior to the consummation of the Covered Transaction as determined by the Committee in its sole discretion, or (ii) the Participant transfers to, or continues the employment with, a Qualifying Successor on or following a Covered Transaction. 3 (iv) “Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, (iii) because the Participant is no longer employed within the Company Group because the Participant becomes or remains employed by a Qualifying Successor, (iv) because on or within 24 months following and in connection with a Covered Transaction (as determined by the Committee in its sole discretion) the Participant resigns from employment with the Company, or any Subsidiary due to a material diminution of the Participant’s base salary (as determined by the Committee in its sole discretion) within such period; provided that the Participant delivers written notice to the Participant’s employer, either the Company or a Subsidiary (as applicable), of the Participant’s intention to terminate employment within 30 days following the occurrence of such material diminution of base salary and the Company or Subsidiary (as applicable) has not, within 30 days following receipt of such written notice, corrected such diminution (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and such employer), or (v) because, on or within 24 months following a Change in Control, the Participant resigns from employment with the Company, or any Subsidiary (or, upon or following a Change in Control any of their successors), due to a reason that would qualify as an event that is a “Good Reason” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan (as determined by the Committee), whether or not the Participant is a participant in the Baker Hughes Company Executive Change in Control Severance Plan; provided that the Participant delivers written notice to the Committee of the Participant’s intention to terminate employment within 30 days following the occurrence of the Good Reason event and the Company or Subsidiary (or, upon or following a Change in Control any of their successors) as applicable, has not, within 30 days following receipt of such written notice, corrected such Good Reason event (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and the Participant’s employer (for the avoidance of doubt, treating all references to Committee for purposes of this clause (v) as the “Committee” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan). For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). 4 (v)“Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of Termination of Employment and the denominator of which is the total number of months between the Grant Date and the second anniversary of the Grant Date, less the number of RSUs for which the restrictions have lapsed prior to the date of Termination of Employment. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. (vi) “Qualifying Successor” means (1) an entity (or entities) holding assets or businesses comprising a Covered Business that is disposed of to the Company’s shareholders in a Covered Transaction and entities that are affiliated with such entity under section 414 of the Code, (2) a joint venture to which the Company contributes assets or businesses comprising a Covered Business and entities that are affiliated with such entity under section 414 of the Code. (vii)“Termination of Employment” means the Participant is no longer employed by the Company or any entity that is then a Subsidiary without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary. (viii)“Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration 5 or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 6 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any RSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. 7 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 8 --- ## EX-10.8 SEC source: [bkr20260630exhibit108.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit108.htm) Exhibit 10.8 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant Name] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on the first anniversary of the Grant Date (the “Normal Restriction Lapse Date”) only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the Normal Restriction Lapse Date the restrictions will lapse as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date of the Participant’s Termination of Employment except as follows: a.Termination of Employment Due to Death. If prior to the Normal Restriction Lapse Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all RSUs shall immediately lapse. b.Involuntary Termination Without Cause Following Certain Transactions. If prior to the Normal Restriction Lapse Date (i) the Participant incurs an Involuntary Termination during the 24-month period following a Change in Control or (ii) during the 24-month period following a Covered Transaction the Participant incurs an Involuntary Full Severance of Employment in Connection With a Covered Transaction, on the date of the Participant’s Involuntary Termination restrictions on all RSUs shall immediately lapse. For the avoidance of doubt, the 24-month period following a Change in Control or a Covered Transaction includes the date of the consummation of the Change in Control or the Covered Transaction. c. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a) or 4(b), then the unvested RSUs covered by this Award shall be immediately cancelled. d. Transfers. For the avoidance of doubt, transfer of employment from the Company or any of its Subsidiaries to the Company or any of its Subsidiaries shall not constitute a Termination of Employment for purposes of this Award. e. Definitions. For purposes of this Award Agreement, the following terms have the meanings specified below: (i) “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. (ii) “Covered Transaction” means a transaction other than a Change in Control that, in the determination of the Committee in its sole discretion, involves either (i) the formation of a joint venture to which the Company contributes assets or businesses comprising at least 30% of the Company (as measured in terms of assets, revenue, cash flow, net income and/or other parameters, in the discretion of the Committee) (a “Covered Business”) and in which the Company retains an equity interest of at least 40%, or (ii) the disposition to the Company’s shareholders of a Covered Business. (iii) “Involuntary Full Severance of Employment in Connection With a Covered Transaction” means an Involuntary Termination incurred in connection with the Covered Transaction as determined by the Committee in its sole discretion; provided, however, that the Participant shall not incur an Involuntary Full Severance of Employment in Connection With a Covered Transaction if, prior to the Normal Restriction Lapse Date (i) the Participant receives an offer of employment from a Qualifying Successor (whether or not the Participant accepts such offer of employment) unless such offer of employment is for materially diminished base salary as compared to the Participant’s base salary in effect immediately prior to the consummation of the Covered Transaction as determined by the Committee in its sole discretion, or (ii) the Participant transfers to, or continues the employment with, a Qualifying Successor on or following a Covered Transaction. 2 (iv) “Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, (iii) because the Participant is no longer employed within the Company Group because the Participant becomes or remains employed by a Qualifying Successor, (iv) because on or within 24 months following and in connection with a Covered Transaction (as determined by the Committee in its sole discretion) the Participant resigns from employment with the Company, or any Subsidiary due to a material diminution of the Participant’s base salary (as determined by the Committee in its sole discretion) within such period; provided that the Participant delivers written notice to the Participant’s employer, either the Company or a Subsidiary (as applicable), of the Participant’s intention to terminate employment within 30 days following the occurrence of such material diminution of base salary and the Company or Subsidiary (as applicable) has not, within 30 days following receipt of such written notice, corrected such diminution (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and such employer), or (v) because, on or within 24 months following a Change in Control, the Participant resigns from employment with the Company, or any Subsidiary (or, upon or following a Change in Control any of their successors), due to a reason that would qualify as an event that is a “Good Reason” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan (as determined by the Committee), whether or not the Participant is a participant in the Baker Hughes Company Executive Change in Control Severance Plan; provided that the Participant delivers written notice to the Committee of the Participant’s intention to terminate employment within 30 days following the occurrence of the Good Reason event and the Company or Subsidiary (or, upon or following a Change in Control any of their successors) as applicable, has not, within 30 days following receipt of such written notice, corrected such Good Reason event (in which case such resignation shall be effective immediately upon the expiration of the cure period or such other date that would remain within the short term deferral period for purposes of Section 409A as agreed in writing by the Participant and the Participant’s employer (for the avoidance of doubt, treating all references to Committee for purposes of this clause (v) as the “Committee” within the meaning of the Baker Hughes Company Executive Change in Control Severance Plan). For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). (v)“Qualifying Successor” means (1) an entity (or entities) holding assets or businesses comprising a Covered Business that is disposed of to the Company’s shareholders in a Covered Transaction and entities that are affiliated with such entity under section 414 of the Code, (2) a joint venture to which the Company contributes assets or businesses comprising a Covered Business and entities that are affiliated with such entity under section 414 of the Code. 3 (vi)“Termination of Employment” means the Participant is no longer employed by the Company or any entity that is a Subsidiary without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if 4 different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made 5 until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 6 --- ## EX-10.9 SEC source: [bkr20260630exhibit109.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit109.htm) Exhibit 10.9 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant Name] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on the third anniversary of the Grant Date (the “Normal Restriction Lapse Date”) only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the Normal Restriction Lapse Date the restrictions will lapse as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date that the Participant is no longer employed by the Company or any entity that is then one of the Subsidiaries without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary (a “Termination of Employment”), except as follows: a.Termination of Employment Due to Death. If prior to the Normal Restriction Lapse Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. b.Involuntary Termination Without Cause Following Certain Transactions. If prior to the Normal Restriction Lapse Date the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) during the 24-month period following a Change in Control, restrictions on all RSUs awarded hereby, to the extent not theretofore forfeited or paid, shall immediately lapse on the date of the Participant’s Involuntary Termination. For the avoidance of doubt, the 24-month period following the Change in Control includes the date of the consummation of the Change in Control. For purposes of this Award Agreement, “Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, or (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, in each case, as determined by the Committee in its sole discretion. For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). For purposes of this Award, “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. c. Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, restrictions on all RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. For purposes of this Award Agreement, “Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. d. Involuntary Termination. If, prior to the Normal Restriction Lapse Date and on or after the first anniversary of the Grant Date, the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) and none of paragraphs 4(a), 4(b), or 4(c) is applicable, then restrictions on the Pro-Rata Portion of the RSUs shall immediately lapse on the date of the Participant’s Involuntary Termination and the remaining RSUs covered by this Award shall be immediately cancelled. For purposes of this Award Agreement, “Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of Involuntary Termination and the denominator of which is 36. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of 2 whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. e. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a), 4(b), 4(c), or 4(d), then the RSUs shall be immediately cancelled. f. Transfers. For the avoidance of doubt, transfer of employment from the Company or any of its Subsidiaries to the Company or any of its Subsidiaries shall not constitute a Termination of Employment for purposes of this Award. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more 3 protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may 4 have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any RSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 5 --- ## EX-10.10 SEC source: [bkr20260630exhibit1010.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1010.htm) Exhibit 10.10 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant Name] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on one third of the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on each of the first, second and third anniversaries of the Grant Date (each, a “Normal Restriction Lapse Date”), in each case, only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the third Normal Restriction Lapse Date, the restrictions will have lapsed as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date that the Participant is no longer employed by the Company or any entity that is then one of the Subsidiaries without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary (a “Termination of Employment”), except as follows: a.Termination of Employment Due to Death. If prior to the third anniversary of the Grant Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. b.Involuntary Termination Without Cause Following Certain Transactions. If prior to the third anniversary of the Grant Date the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) during the 24-month period following a Change in Control, restrictions on all remaining RSUs awarded hereby, to the extent not theretofore forfeited or paid, shall immediately lapse on the date of the Participant’s Involuntary Termination. For the avoidance of doubt, the 24-month period following the Change in Control includes the date of the consummation of the Change in Control. For purposes of this Award Agreement, “Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, or (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, in each case, as determined by the Committee in its sole discretion. For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). For purposes of this Award, “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. c. Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. For purposes of this Award Agreement, “Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. d. Attainment of Certain Retirement Eligibility Conditions. If on or after the second anniversary of the Grant Date and prior to the Normal Restriction Lapse Date the Participant has attained at least age 60 while still employed by the Company or a Subsidiary and has completed five or more years of continuous service with the Company and/or any Subsidiaries (the “Retirement Eligibility Conditions”), then restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse on the later of (i) the second anniversary of the Grant Date or (ii) the date on which the Participant has satisfied the Retirement Eligibility Conditions. e. Involuntary Termination. If, prior to the Normal Restriction Lapse Date and on or after the first anniversary of the Grant Date, the Participant incurs an Involuntary Termination and none of paragraphs 4(a), 4(b), 4(c) or 4(d) is applicable, then restrictions on the Pro-Rata Portion of the RSUs shall immediately lapse on the date of the Participant’s Involuntary Termination and the remaining RSUs covered by this Award shall be immediately cancelled. For purposes of this Award, the “Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete 2 months which have elapsed between the Grant Date and the date of Termination of Employment and the denominator of which is the total number of months between the Grant Date and the third anniversary of the Grant Date, less the number of RSUs for which the restrictions have lapsed prior to the date of Termination of Employment. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. f. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a), 4(b), 4(c), 4(d), or 4(e), then the remaining RSUs shall be immediately cancelled. g. Transfers. For the avoidance of doubt, transfer of employment from the Company or any of its Subsidiaries to the Company or any of its Subsidiaries shall not constitute a Termination of Employment for purposes of this Award. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 3 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 4 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any RSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 5 --- ## EX-10.11 SEC source: [bkr20260630exhibit1011.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1011.htm) Exhibit 10.11 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant Name] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on the second anniversary of the Grant Date (the “Normal Restriction Lapse Date”) only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the Normal Restriction Lapse Date the restrictions will lapse as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date that the Participant is no longer employed by the Company or any entity that is then one of the Subsidiaries without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary (a “Termination of Employment”), except as follows: a.Termination of Employment Due to Death. If prior to the Normal Restriction Lapse Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. b.Involuntary Termination Without Cause Following Certain Transactions. If prior to the Normal Restriction Lapse Date the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) during the 24-month period following a Change in Control, restrictions on all RSUs awarded hereby, to the extent not theretofore forfeited or paid, shall immediately lapse on the date of the Participant’s Involuntary Termination. For the avoidance of doubt, the 24-month period following the Change in Control includes the date of the consummation of the Change in Control. For purposes of this Award Agreement, “Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, or (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, in each case, as determined by the Committee in its sole discretion. For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). For purposes of this Award, “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. c. Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, restrictions on all RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. For purposes of this Award Agreement, “Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. d. Involuntary Termination. If, prior to the Normal Restriction Lapse Date and on or after the first anniversary of the Grant Date, the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) and none of paragraphs 4(a), 4(b), or 4(c) is applicable, then restrictions on the Pro-Rata Portion of the RSUs shall immediately lapse on the date of the Participant’s Involuntary Termination and the remaining RSUs covered by this Award shall be immediately cancelled. For purposes of this Award Agreement, “Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of Involuntary Termination and the denominator of which is 24. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete 2 months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. e. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a), 4(b), 4(c), or 4(d), then the RSUs shall be immediately cancelled. f. Transfers. For the avoidance of doubt, transfer of employment from the Company or any of its Subsidiaries to the Company or any of its Subsidiaries shall not constitute a Termination of Employment for purposes of this Award. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 3 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the 4 Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any RSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 5 --- ## EX-10.12 SEC source: [bkr20260630exhibit1012.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1012.htm) Exhibit 10.12 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant Name] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on one half of the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on each of the first and second anniversaries of the Grant Date (each, a “Normal Restriction Lapse Date”), in each case, only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the second Normal Restriction Lapse Date, the restrictions will have lapsed as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date that the Participant is no longer employed by the Company or any entity that is then one of the Subsidiaries without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary (a “Termination of Employment”), except as follows: a.Termination of Employment Due to Death. If prior to the Normal Restriction Lapse Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. b.Involuntary Termination Without Cause Following Certain Transactions. If prior to the Normal Restriction Lapse Date the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) during the 24-month period following a Change in Control, restrictions on all remaining RSUs awarded hereby, to the extent not theretofore forfeited or paid, shall immediately lapse on the date of the Participant’s Involuntary Termination. For the avoidance of doubt, the 24-month period following the Change in Control includes the date of the consummation of the Change in Control. For purposes of this Award Agreement, “Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, or (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, in each case, as determined by the Committee in its sole discretion. For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). For purposes of this Award, “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. c. Occurrence of Total Disability. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs a Total Disability, restrictions on all remaining RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. For purposes of this Award Agreement, “Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. d. Involuntary Termination. If, prior to the Normal Restriction Lapse Date and on or after the first anniversary of the Grant Date, the Participant incurs an Involuntary Termination and none of paragraphs 4(a), 4(b) or 4(c) is applicable, then restrictions on the Pro-Rata Portion of the RSUs shall immediately lapse on the date of the Participant’s Involuntary Termination and the remaining RSUs covered by this Award shall be immediately cancelled. For purposes of this Award, the “Pro-Rata Portion” shall mean the total number of RSUs covered by this Award multiplied by a fraction, the numerator of which is the total number of complete months which have elapsed between the Grant Date and the date of Termination of Employment and the denominator of which is the total number of months between the Grant Date and the second anniversary of the Grant Date, less the number of RSUs for which the restrictions have lapsed prior to the date of Termination of Employment. Notwithstanding the foregoing, in the event that the Participant’s Involuntary Termination results from or occurs in connection with a divestiture, 2 sale of a business unit or division, spin-off, distribution, or similar joint venture transaction that results in a Subsidiary or business unit ceasing to be a Subsidiary, affiliate or business unit of the Company (a “Divestiture Transaction”) that does not constitute a Change in Control, the Pro-Rata Portion shall instead be calculated by substituting, for the numerator described above, the total number of complete months which have elapsed between the Grant Date and the date of consummation of such Divestiture Transaction (as determined by the Administrator in its sole discretion), regardless of whether the Participant continues in the employ of the Company or any of its Subsidiaries for any period following such consummation for administrative, transitional or other purposes. e. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a), 4(b), 4(c) or 4(d), then the remaining RSUs shall be immediately cancelled. f. Transfers. For the avoidance of doubt, transfer of employment from the Company or any of its Subsidiaries to the Company or any of its Subsidiaries shall not constitute a Termination of Employment for purposes of this Award. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 3 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or 4 guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. If necessary to exempt the Award from Section 409A, or to comply with Section 409A, any RSUs that become payable by reason of the Participant’s Termination of Employment shall not be made to the Participant unless the Participant’s Termination of Employment constitutes a “separation from service” (within the meaning of Section 409A and any regulations or other guidance thereunder). Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 5 --- ## EX-10.13 SEC source: [bkr20260630exhibit1013.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1013.htm) Exhibit 10.13 Baker Hughes Company Restricted Stock Unit Award Agreement For [Participant Name] 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Committee of Baker Hughes Company (the “Company”) has granted Restricted Stock Units, with Dividend Equivalents as described in paragraph 3 (“RSUs”), to the individual named above in this Award Agreement (the “Participant”) on [Grant Date] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company (i) one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to stockholders as set forth in paragraph 3, each in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan. 3.Dividend Equivalents. Until such time as the following restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share quarterly dividend payments made to stockholders of the Company’s Shares (“Dividend Equivalent”). The Company shall accumulate Dividend Equivalents and, upon the date that restrictions lapse, will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest). Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion. 4.Lapse of Restrictions. Except as specified below, restrictions on the number of RSUs reflected in the Participant’s Plan account maintained by Fidelity Stock Plan Services will lapse on the first anniversary of the Grant Date (the “Normal Restriction Lapse Date”) only if the Participant has been continuously employed by the Company or one of its Subsidiaries to such date, such that on the Normal Restriction Lapse Date the restrictions will lapse as to all of the RSUs subject to this Award Agreement. The RSUs shall be immediately cancelled upon the date that the Participant is no longer employed by the Company or any entity that is then one of the Subsidiaries without a contemporaneous transfer of employment to the Company or an entity that is then a Subsidiary (a “Termination of Employment”), except as follows: a.Termination of Employment Due to Death. If prior to the Normal Restriction Lapse Date the Participant incurs a Termination of Employment as a result of the Participant’s death, then restrictions on all RSUs, to the extent not theretofore forfeited or paid, shall immediately lapse. b.Involuntary Termination Without Cause Following Certain Transactions. If prior to the Normal Restriction Lapse Date the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) during the 24-month period following a Change in Control, restrictions on all RSUs awarded hereby, to the extent not theretofore forfeited or paid, shall immediately lapse on the date of the Participant’s Involuntary Termination. For the avoidance of doubt, the 24-month period following the Change in Control includes the date of the consummation of the Change in Control. For purposes of this Award Agreement, “Involuntary Termination” means the Termination of Employment of the Participant (i) because the Participant’s position with the Company Group is eliminated, or (ii) because the Participant and the Company, or any Subsidiary (or, upon or following a Change in Control, any of their successors), terminates the employment of the Participant without Cause, in each case, as determined by the Committee in its sole discretion. For purposes of this Award Agreement, an “Involuntary Termination” does not include (i) a Termination of Employment for Cause, (ii) the Participant’s death or Termination of Employment due to disability or retirement, (iii) a voluntary Termination of Employment by the Participant, or (iv) the transfer or continuation of the employment of the Participant to or with the Company or an entity that is then a Subsidiary (or, following a Change in Control, any of their successors). For purposes of this Award, “Company Group” means the Company and entities that, at the relevant times through the date of the Participant’s Termination of Employment, are Subsidiaries. c. Occurrence of Total Disability. If the Participant incurs a Total Disability prior to the Normal Restriction Lapse Date, then the unvested RSUs covered by this Award shall be immediately cancelled. For purposes of this Award Agreement, “Total Disability” means the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company or any of its Subsidiaries. d. Involuntary Termination. If the Participant incurs an Involuntary Termination (as determined by the Committee in its sole discretion) prior to the Normal Restriction Lapse Date and neither paragraphs 4(a) or 4(b) are applicable, then the unvested RSUs covered by this Award shall be immediately cancelled. e. Termination of Employment Due to Other Reasons. If the Participant incurs a Termination of Employment for any reason other than as specified in paragraphs 4(a) or 4(b), then the unvested RSUs covered by this Award shall be immediately cancelled. f. Transfers. For the avoidance of doubt, transfer of employment from the Company or any of its Subsidiaries to the Company or any of its Subsidiaries shall not constitute a Termination of Employment for purposes of this Award. 5.Issuance and Withholding Tax. Upon the Normal Restriction Lapse Date, or such earlier date the restrictions lapse pursuant to paragraph 4, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for 2 applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount. 6.Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Board determines in its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 7. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant. 7.Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time. 8.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in the Participant’s country of employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of employment and country of residence, if different). 11.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the 3 Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, the Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 12.Nontransferability. Except as specified in this Agreement, this Award and this Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 13.Section 409A. This Award is intended to be exempt from Section 409A. In no event will payment under this Award be made later than the date that is 2 ½ months after the calendar year in which the forfeiture restrictions under this Award lapse. To the extent applicable, the Plan and any award document governing an award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and the interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A. Notwithstanding the foregoing, if the Participant is a “specified employee” within the meaning of Section 409A of the Code at the time of the Participant’s separation from service, then to the extent that any delivery of Shares hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A and is payable upon such separation from service, such delivery shall not be made until the earlier of (i) the date that is six (6) months after the date of the Participant’s separation from service, or (ii) the date of the Participant’s death. 14.Adjustments to Award. This Award is subject to adjustments pursuant to Section 4(b) of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency. 15.Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the 4 RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. 5 --- ## EX-10.14 SEC source: [bkr20260630exhibit1014.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1014.htm) Exhibit 10.14 Baker Hughes Company Director Deferred Stock Unit Award Agreement For [ - ] (“Participant”) 1.Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”), a copy of which will be furnished upon request. 2.Grant. The Board of Directors (the “Board”) of Baker Hughes Company (the “Company”) has granted Deferred Stock Units (“DSUs”) to Participant on [ - ] (the “Grant Date”). Each DSU entitles Participant to receive from the Company one share of Class A common stock of the Company, par value $0.0001 per share (“Share”), upon settlement. Each DSU will be fully vested on the Grant Date. 3.Plan Terms. This Award is subject to the terms of the Plan, which terms are incorporated by reference. For the avoidance of doubt, this Award is an award of restricted stock units granted to Participant pursuant to Section 6(c) of the Plan. 4.No Ownership Rights Prior to Issuance of Common Stock. Participant shall not have any rights as a stockholder of the Company with respect to the Shares underlying the DSUs, including but not limited to the right to vote with respect to such Shares, until and after such Shares have been actually issued to Participant and transferred on the books and records of the Company. 5.Delivery of Shares of Common Stock. Within 30 days following the date of Participant’s “retirement” from the Board, the Company shall cause to be delivered to Participant the full number of Shares underlying the DSUs, together with all accrued Dividend Equivalents, subject to satisfaction of any applicable tax withholding pursuant to Section 8(d) of the Plan. For purposes of this Award, “retirement” from the Board means separation from service (as a director, employee and all other service provider relationships) with the Company under any circumstances, including due to death or disability (within the meaning of Section 409A of the Code). For the avoidance of doubt, a separation from service must meet the requirements of a “separation from service” within the meaning of Section 409A of the Code. 6.Administration Pursuant to Deferral Plan. Until settled in Shares pursuant to Section 5 above (or such earlier time as may be specified pursuant to the Baker Hughes Company Non-Employee Director Deferral Plan, as amended and restated, effective May 19, 2026 (the “Deferral Plan”)), each DSU shall be credited as an additional Deferral to Participant’s Account (each as defined in the Deferral Plan) as an additional notional deferred Share with a Deferral Date (as defined in the Deferral Plan) as of the Grant Date, and after the Deferral Date will accrue additional notional Shares as of the date any dividends are paid with respect to the credited Shares in accordance with Section 5(c) of the Deferral Plan. The distribution timing specified in Section 5 will be the regular distribution timing for deferred Shares credited in respect of this grant of DSUs for purposes of Section 4(a) of the Deferral Plan. 7.Electronic Delivery. Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. 8.Nontransferability. This Award and this Agreement are not transferable or assignable by Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. 9.Data Privacy. Section 8(p) of the Plan is hereby incorporated herein by reference. To the extent any applicable data protection law (including the European Union or United Kingdom General Data Protection Regulation) imposes requirements that conflict with or are more protective than the provisions of this Agreement or Section 8(p) of the Plan, such applicable data protection law shall control. 10.Entire Agreement. This Award Agreement, the Plan, the Deferral Plan, country specific addendums and the rules and procedures adopted by the Board contain all of the provisions applicable to the DSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to Participant. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. --- ## EX-10.15 SEC source: [bkr20260630exhibit1015.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1015.htm) Exhibit 10.15 Baker Hughes Company Non-Employee Director Deferral Plan As Amended and Restated SECTION 1. General. (a) Purpose. The purpose of the Non-Employee Director Deferral Plan (the “Plan”) is to attract and retain the services of experienced Directors by providing them with opportunities to defer income taxes on their compensation and encouraging them to acquire additional Shares, thereby furthering the best interests of Baker Hughes Company (together with its successors, the “Company”) and its stockholders. (b) LTIP. The Plan does not authorize or contemplate any additional Shares beyond the Shares authorized under the Baker Hughes Company 2021 Long-Term Incentive Plan and the Baker Hughes Company 2026 Long-Term Incentive Plan (as each may be amended, restated, supplemented or replaced from time to time, including any successor equity incentive plan thereto) (collectively, the “LTIP”), and the Plan incorporates by reference herein the terms of the LTIP. Unless otherwise defined in the Plan, capitalized terms used in the Plan shall have the meanings assigned to them in the LTIP. (c) Eligibility. Except as otherwise determined by the Board, each Director is eligible to participate in the Plan. (d) Definitions. (i) “Board” means the Board of Directors of the Company. (ii) “Deferral” means a Deferred Retainer or a Deferred RSU. (iii) “Deferral Date” means (x) with respect to a Director’s Deferred Retainer, the date on which the corresponding Retainer was scheduled to be to paid to such Director, or (y) with respect to a Director’s Deferred RSU, the date on which the Shares covered by the corresponding RSU were scheduled to be issued to such Director, in either case had such Director not deferred such Retainer or RSU. (iv) “Deferred Retainer” means a Retainer that is deferred by a Director pursuant to Section 3. (v) “Deferred RSU” means an RSU that is deferred by a Director pursuant to Section 3. (vi) “Disability” means that a Director (x) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (y) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (vii) “Retainer” means a cash retainer payable to a Director for service on the Board. (viii) “RSU” means an Award of Restricted Stock Units or Deferred Stock Units granted to a Director pursuant to the terms and conditions of the LTIP, including Section 6(c) with respect to Restricted Stock Units and Section 6(f)(i) with respect to Deferred Stock Units. SECTION 2. Administration. (a) The Plan shall be administered by the Board, which shall have the power to interpret the Plan and to adopt such rules and guidelines for implementing the terms of the Plan as it may deem appropriate. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan shall be within the sole discretion of the Board, may be made at any time, and shall be final, conclusive, and binding on all Persons, including the Company and any Affiliate, Director, beneficiary or stockholder. (b) The Board may delegate to any Person such duties and powers, both administrative and discretionary, as it deems appropriate, except for such duties that may not be delegated by law or regulation. In administering the Plan, the Board may employ attorneys, consultants, accountants or other Persons, and the Company and the Board shall be entitled to rely on the advice or opinions of any such Persons. All ordinary and reasonable expenses of the Board shall be paid by the Company. SECTION 3. Deferral Elections. (a) Election Forms. (i) A Director may elect to defer receipt of a Retainer or RSU pursuant to a form provided to the Director by an officer of the Company (each an “Authorized Officer”) and filed with the Secretary of the Company (an “Election Form”). Each Election Form will remain in effect until superseded or revoked pursuant to Section 3(c) or (d). Notwithstanding the foregoing, as of May 22, 2024, a Director may no longer file an Election Form with respect to RSUs, but is expected to receive additional RSUs annually that are credited to the Director’s account under this Plan pursuant to the terms of the applicable award agreement. (ii) An Election Form may provide for a Director to elect to receive distribution of such Director’s Deferral at the following times or such other times consistent with Section 409A of the Code (but in no event earlier than the applicable Deferral Date): (x) a specified date, (y) cessation of such Director’s service on the Board 2 or (z) the earlier or the later of a specified date or cessation of such Director’s service on the Board. (b) Initial Elections. (i) An Election Form shall apply to any Retainer that is paid or any RSU that is granted to a Director for any period of service that commences following the year in which such Election Form is filed. (ii) Notwithstanding Section 3(b)(i), a Director who first becomes eligible to participate in the Plan (including any other plan that is required to be treated as a single plan with the Plan under Section 409A of the Code) may file an Election Form during the first 30 days of such eligibility; provided that such Election Form shall apply only to any Retainer that is paid or any RSU that is granted to such Director for any period of service that commences after the date that such Election Form is filed. (iii) Notwithstanding Sections 3(b)(i) and (ii), if a Director elects, pursuant to an Election Form, to defer a Retainer to a date that is not later than December 31 of the year in which such Retainer otherwise would have been paid to such Director, such Election Form shall apply to any Retainer that is paid to such Director following the date on which such Election Form is filed. (c) Subsequent Elections. A Director who has an Election Form on file with the Company may file with the Secretary of the Company a subsequent Election Form at any time. Such Election Form shall apply to any Retainer that is paid or any RSU that is granted to such Director for any period of service that commences following the year in which such Election Form is filed. (d) Revoking Elections. A Director may revoke an Election Form at any time by providing written notice to the Secretary of the Company. Such revocation shall apply to any Retainer that is paid or any RSU that is granted to such Director for any period of service that commences following the year in which such Election Form is filed. Notwithstanding the foregoing, if the original Election Form provided for deferral of such Director’s Retainer to a date that is not later than December 31 of the year in which such Retainer otherwise would have been paid to such Director, such revocation shall apply to any Retainer that is paid to such Director following the date on which such Director provides written notice thereof to the Secretary of the Company. (e) Redeferrals. Not less than 12 months prior to the date on which a Deferral is scheduled to be distributed to a Director, such Director may elect to redefer such Deferral to a date that is not less than five years after the scheduled distribution date. Such redeferral election shall be made in an Election Form provided to the Director by an Authorized Officer and filed with the Secretary of the Company. (f) Vesting. Each Deferral shall be fully vested and non-forfeitable at all times from the applicable Deferral Date. 3 SECTION 4. Distributions. (a) Regular Distribution Date. Subject to this Section 4, distribution with respect to a Director’s Deferral shall be made to such Director in a lump sum payment at the time specified in the applicable Election Form or, with respect to RSUs granted under the LTIP on or after May 22, 2024, the applicable award agreement. (b) Change in Control, Death and Disability. All of a Director’s Deferrals shall be distributed to such Director on a Change in Control or within 30 days following such Director’s death or Disability. (c) Unforeseeable Emergency. The Board, in its sole discretion, may accelerate the distribution of a Director’s Deferral if such Director experiences an unforeseeable emergency; provided that such distribution complies with Section 409A of the Code. To request such a distribution, a Director must file an application with the Board and furnish such supporting documentation as the Board may require. Such application shall specify the basis for the distribution and the amount to be distributed. If such request is approved by the Board, distribution shall be made in a lump sum payment as soon as administratively practicable, but not more than 30 days, following such approval. (d) Specified Employees. If the Board considers a Director to be one of the Company’s “specified employees” under Section 409A of the Code at the time of such Director’s cessation of service on the Board, any distribution that otherwise would be made to such Director with respect to a Deferral as a result of such cessation of service shall not be made until the date that is six months after such cessation of service, except to the extent that earlier distribution would not result in such Director’s incurring interest or additional tax under Section 409A of the Code. SECTION 5. Amount of Distribution. (a) Each Deferral shall be notionally invested in Shares from the applicable Deferral Date through the applicable distribution date. In the case of a Deferred Retainer, the initial number of such notional Shares shall be determined on December 15 of the year in which services are performed by dividing the amount of the corresponding Retainer by the closing price of a Share on the Deferral Date or by such other calculation method as is determined by the Board. In the case of a Deferred RSU, the initial number of such notional Shares shall be the number of Shares covered by the corresponding RSU. Each Deferral shall be allocated to a separate bookkeeping account (an “Account”) established and maintained by the Board to record the number of Shares in which such Deferral is notionally invested. (b) Cash Dividend Payment. This Section 5(b) shall apply to all Deferrals made with respect to any period of service prior to January 1, 2025. With respect to the period beginning on the Deferral Date applicable to a Director’s Deferral and ending on the distribution date applicable to such Deferral, such Director shall receive a cash payment with respect to any cash dividend that would have been paid on a number of outstanding Shares equal to the number of notional Shares credited to the applicable Account as of the applicable dividend record date. 4 Each such payment shall be made on the date on which the applicable dividend is paid to holders of Shares generally (each a “Dividend Payment Date”). (c) Deferral of Dividend Payment. For Deferrals (i) made with respect to any period of service that commences on or after January 1, 2025 or (ii) for which an initial Election Form is filed in connection with a Director’s appointment to the Board after January 1, 2024, in each case, with respect to the period beginning on the Deferral Date applicable to a Director’s Deferral and ending on the distribution date applicable to such Deferral, effective as of each Dividend Payment Date, additional notional Shares will be credited to such Director’s Account, payable at the same time as such Director’s Deferral, as specified in the applicable Election Form. The number of notional Shares credited in accordance with this Section 5(c) will be determined by multiplying the number of notional Shares credited to the applicable Account on the dividend record date by any per Share cash dividends declared by the Company and dividing the product by the closing price of a Share on such Dividend Payment Date; provided, however that for purposes of this calculation, the number of notional Shares credited to the applicable Account will assume that the number of notional Shares for a Deferred Retainer were credited as of the Deferral Date for such underlying Retainer. Once credited to the Director’s Account, any such additional number of notional Shares shall be credited with additional notional Shares on each subsequent Dividend Payment Date until the distribution of all Shares from the Director’s account. (d) In the event that the Board shall determine that any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined in Accounting Standards Codification Topic 718 (or any successor thereto), or otherwise affects the Shares, then the Board shall adjust the number and type of securities or other property (including cash) payable with respect to outstanding Deferrals in a manner that is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. (e) On the distribution date applicable to a Director’s Deferral, such Director shall receive that number of Shares equal to the number of notional Shares credited to the applicable Account as of such distribution date; provided that cash shall be distributed in lieu of any fractional Shares. SECTION 6. General Provisions Applicable to Deferrals. (a) Except as provided by the Board, no Deferral and no right under any Deferral, shall be assignable, alienable, saleable or transferable by a Director otherwise than by will or by the laws of descent and distribution; provided, however, that, if so determined by the Board, a Director may, in the manner established by the Board, designate a beneficiary or beneficiaries to exercise the rights of the Director with respect to a Deferral on the death of the Director. Each Deferral, and each right under any Deferral, shall be exercisable, during the Director’s lifetime, 5 only by the Director or, if permissible under applicable law, by the Director’s guardian or legal representative. No Deferral, and no right under any Deferral, may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. (b) All Shares or other securities delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange on which such Shares or other securities are then listed, and any applicable federal, state or local securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. SECTION 7. Amendments and Termination. (a) The Board, in its sole discretion, may amend, suspend or discontinue the Plan or any Deferral at any time; provided that no such amendment, suspension or discontinuance shall reduce the accrued benefit of any Director except to the extent necessary to comply with any provision of federal, state or other applicable law. The Board further has the right, without a Director’s consent, to amend or modify the terms of the Plan and such Director’s Deferrals to the extent that the Board deems it necessary to avoid adverse or unintended tax consequences to such Director under Section 409A of the Code. (b) The Board, in its sole discretion, may terminate the Plan at any time, as long as such termination complies with then applicable tax and other requirements. Distributions of Deferrals outstanding under the Plan as of the date on which the Plan is terminated will be made in a lump sum payment 12 months after such termination, unless the right to receive a distribution in accordance with the terms of the Plan would occur before the end of such 12month period, in which case distribution will be made in accordance with the terms of the Plan. (c) Such other changes to Deferrals shall be permitted and honored under the Plan to the extent authorized by the Board and consistent with Section 409A of the Code. SECTION 8. Miscellaneous. (a) No Rights to Participation. No Director or other Person shall have any claim to be entitled to make a deferral under the Plan, and there is no obligation for uniformity of treatment of Directors or beneficiaries under the Plan. The terms and conditions of deferrals under the Plan need not be the same with respect to each Director. (b) Withholding. The Company or any Subsidiary shall be authorized to withhold from any Deferral the amount (in cash, Shares or other securities) of taxes required or permitted to be withheld (up to the maximum statutory tax rate in the relevant jurisdiction) in respect of such Deferral and to take such other action as may be necessary or appropriate in the opinion of the Company or Subsidiary to satisfy withholding taxes. 6 (c) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. (d) No Right to Continued Service. The opportunity to make a Deferral under the Plan shall not be construed as giving a Director the right to be retained in the service of the Board or the Company. A Director’s Deferral under the Plan is not intended to confer any rights on such Director except as set forth in the Plan. The Company expressly reserves the right at any time to replace or not to renominate a Director without any liability for any claim against the Company for any payment or distribution except to the extent provided for in the Plan. (e) Rights as a Stockholder. A Director will have no rights as a stockholder unless and until Shares are issued hereunder and such Director becomes the holder of record of such Shares. (f) Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law without regard to conflict of law. (g) Severability. If any provision of the Plan or any Election Form is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person, or would disqualify the Plan or any Deferral under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or such Deferral, such provision shall be stricken as to such jurisdiction, Person or Deferral, and the remainder of the Plan and such Election Form shall remain in full force and effect. (h) Unfunded Status of the Plan. The Plan is unfunded. The Plan, together with the applicable Election Form, shall represent at all times an unfunded and unsecured contractual obligation of the Company. Each Director and beneficiary will be an unsecured creditor of the Company with respect to all obligations owed to them under the Plan. Amounts payable under the Plan will be satisfied solely out of the general assets of the Company subject to the claims of its creditors. No Director or beneficiary will have any interest in any fund or in any specific asset of the Company of any kind, nor shall any Director or beneficiary or any other Person have any right to receive any payment or distribution under the Plan except as, and to the extent, expressly provided in the Plan and the applicable Election Form. The Company will not segregate any funds or assets to provide for any distribution under the Plan. Any reserve or other asset that the Company may establish or acquire to assure itself of the funds to provide payments required under the Plan shall not serve in any way as security to any Director or beneficiary for the Company’s performance under the Plan. (i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 7 (j) Indemnification. Subject to requirements of Delaware State law, each individual who is or shall have been a member of the Board, or a Person to whom authority was delegated in accordance with Section 2(b), shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed on or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her; provided that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. (k) Section 409A of the Code. With respect to Deferrals that are subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Election Form shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any Election Form would otherwise frustrate or conflict with this intent, such provision will be interpreted and deemed amended so as to avoid such conflict. (l) Effective Date of Amendment and Restatement of the Plan. This Amendment and Restatement of the Plan shall be effective as of May 19, 2026. 8 --- ## EX-10.16 SEC source: [bkr20260630exhibit1016.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit1016.htm) Exhibit 10.16 [Certain identified terms in this Exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission an unredacted copy of this Exhibit upon request. [***] indicates where information has been omitted.] NON-US ADDENDUM NON-US INFORMATION FOR THE BAKER HUGHES COMPANY (“BAKER HUGHES” OR “COMPANY”) 2026 LONG-TERM INCENTIVE PLAN (THE “PLAN”) May 2026 This Addendum provides additional terms and conditions of your grant in Section A and specific additional information that applies to residents of the countries listed below in Section B. Capitalized terms not defined in this Addendum shall have the meaning set forth in the Plan. References in this Addendum to “Fidelity Brokerage Services LLC” shall apply equally to any successor broker designated by the Company, at its discretion. Further, to the extent specified herein, provisions in this Addendum shall apply to stock options (“Options”), restricted stock units (“RSUs”), and performance stock units (“PSUs”) (collectively, “Awards”) granted both on or after the date of this Addendum and granted prior to the date of this Addendum. A. General Provisions Applicable to All Grantees. You acknowledge that you have received materials describing the Plan and its terms and conditions, and that you understand the description of the Plan and agree to its terms and conditions. Accordingly, you should understand that the grant Baker Hughes is making is subject to the Plan, is unilateral and discretionary, and that Baker Hughes reserves the absolute right to amend and/or discontinue the Plan or the Award at any time without any liability to you. You acknowledge that Award grants under the Plan are occasional and that receipt of a given grant does not create any contractual or other right to receive future grants or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Options and underlying Shares is unknown and unpredictable. You acknowledge and accept that taking part in the Plan is outside the terms of your regular employment and is not part of normal or expected compensation for any purpose, including, but not limited to, calculating severance, resignation, termination, redundancy or similar payments. This invitation to participate in the Plan and any subsequent acquisition of Shares does not establish a labor relationship between you and Baker Hughes, and it does not establish any rights between you and your employer. You also acknowledge that the termination of your employment under any circumstances will not give you any claim or right of action against Baker Hughes or its affiliates with respect of any loss of any award or other benefit under the Plan. You also acknowledge that the tax and legal rules that apply to the Plan may change from time to time and that Baker Hughes is not responsible for providing updated tax information to you. You should understand that there may be personal tax payment and reporting obligations that could result from the grant, vesting, exercise and sale of Shares and payment of any dividends or dividend equivalent payments that you receive through the Plan. Please note that Baker Hughes is not providing tax or regulatory advice, and you should discuss potential tax or regulatory issues with your personal advisor. You further understand that neither Baker Hughes nor any of its affiliates are responsible in any circumstance for your individual tax, foreign exchange control or other legal obligations arising from your participation in this Plan. Prior to the applicable taxable event, you shall pay or make adequate arrangements satisfactory to Baker Hughes and/or your employer to satisfy all withholding (including income tax, social insurance contributions, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) and payment on account obligations of Baker Hughes and/or your employer. In this regard, you authorize Baker Hughes and/or your employer to withhold all applicable taxes legally payable by you from your wages or other cash compensation paid to you by Baker Hughes and/or your employer or from proceeds of the sale of Shares sold on your behalf and at your direction pursuant to this authorization. In addition, you authorize Baker Hughes and/or your employer to withhold applicable taxes by withholding in Shares issuable to you pursuant to the Award. If the obligation for taxes is satisfied by withholding a number of whole Shares as described herein, you will be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the applicable taxes. Further, if you have become subject to tax (including, without limitation, social security contributions or the like) in more than one jurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that Baker Hughes and/or your employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. You agree to hold Baker Hughes and/or your employer (or former employer, as applicable) harmless in this respect. You authorize Baker Hughes and your employer to deliver information about the Plan to you electronically through email or other web-based or electronic information delivery systems. You further authorize future Plan transactions to occur electronically through web-based or electronic systems or through other designated means. If you are granted Options under the Plan, you understand that you are prohibited from tendering Shares that you already own to pay the exercise price of the Option. Baker Hughes reserves the right to impose other requirements on your participation in the Plan, on the Awards and on any Shares acquired under the Plan, to the extent Baker Hughes determines it is necessary or desirable in order to comply with or take advantage of local regulations or the like, or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Data Privacy a. By accepting the Award, you hereby acknowledge and explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data by and among, as applicable, your employer, Baker Hughes and any subsidiary for the exclusive purpose of implementing, administering and managing your participation in the Plan. Page 2 of 36 You hereby understand that Baker Hughes and its subsidiaries hold (but only process or transfer to the extent required or permitted by local law) the following personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any Shares or directorships held in Baker Hughes, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”). b. You hereby understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including Fidelity Brokerage Services LLC, that these recipients may be located in your country or elsewhere (including countries outside of the European Economic Area, such as the United States of America), and that a recipient’s country of operation (e.g., the United States) may have different data privacy laws and protections than your country. You hereby understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of Data by contacting your human resources representative. c. You authorize Baker Hughes, Fidelity Brokerage Services LLC, and any other possible recipients which may assist Baker Hughes (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any Shares acquired upon exercise or vesting of the Award. You hereby understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan and in accordance with local law. You hereby understand that, if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your human resources representative. You hereby understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you hereby understand that you may contact your local human resources representative. B. Country Specific Provisions. Algeria Notwithstanding anything to the contrary in the Award Agreement, due to local requirements, you understand and agree that Baker Hughes will force the immediate sale of any Shares to be issued upon Page 3 of 36 vesting and settlement of any RSUs granted to you. Baker Hughes reserves the right to settle your RSUs in a different method in accordance with local law. Angola You must comply with all Angolan currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards. Argentina Type of Offering – The Awards granted pursuant to the Plan and the Shares which may be purchased upon exercise of the Option or acquired upon lapse of the RSUs or PSUs are not publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority. Exchange Control Reporting – You must comply with all Argentine currency exchange restrictions, approvals and reporting requirements in connection with the exercise of your Options, the vesting of your RSUs or PSUs, or the sale of the Shares underlying the Awards. Argentine exchange control laws do not currently restrict Argentine residents from acquiring or holding Options, RSUs, PSUs or the Shares underlying the Awards. However, any Argentine resident would be required to use US dollars already held by them, as current rules limit an individual’s purchase of foreign currency at US$200 per month (subject to certain conditions and requirements). If a resident desired to use funds from an Argentine bank account denominated in local currency to purchase stock issued outside of Argentina, prior authorization would be needed from the Central Bank to acquire more than US$ 200 per month. In addition, the transfer of funds must be made in accordance with any further requirements imposed by the local financial institution involved in the transaction. You are not required to repatriate dividends paid on Shares underlying the Options, PSUs, RSUs or proceeds from the sale of underlying Shares. However, if you elect to repatriate funds, they must be transferred and documented in accordance with the rules issued by the Central Bank and the requirements of any local financial institution involved in the repatriation. Because of Argentina’s rigorous control of cross-border financial transactions, you should anticipate having the local bank carefully scrutinize documentation evidencing the lawful source of the funds. Moreover, transferred funds must be sourced from, and deposited into, a bank account maintained in the employee/beneficiary’s name. Upon entry into the Argentine banking system, the funds may be maintained in U.S. dollars if you have an account denominated in U.S. dollars in Argentina. Otherwise, the amounts will be converted into Argentine pesos at the official exchange rate. Thereafter, you may, under current Central Bank regulations, acquire U.S. dollars with the repatriated proceeds without Central Bank approval but only for limited purposes (e.g., the payment for imported goods and services) and upon satisfying specific requirements that may apply. Otherwise, Argentine residents are limited to acquiring up to US$ 200 per month for the purpose of savings without Central Bank approval (upon meeting certain requirements). Please note that, since December 23, 2019, a 30% tax is assessed on the acquisition of foreign currency by Argentine residents for the purpose of savings, among other purposes. In addition, Page 4 of 36 since September 16, 2020, the government has also imposed a 35% surcharge on foreign exchange transactions, which is creditable toward the resident’s Argentine income tax. Argentine residents holding foreign assets (including Shares and other securities) issued by a non-resident are currently not required to report these assets to the Central Bank. Any natural person resident in Argentina holding a liability payable to a non-resident would, however, be required to disclose these liabilities by filing a quarterly disclosure statement with the Central Bank. Personal Assets Tax – As an Argentine taxpayer, if you hold worldwide assets in excess of AR$6 million, you will be required to: - File an annual disclosure statement with the Federal Tax Authority. This disclosure would include any Shares held by you as of December 31 of each year. The disclosure statement must be filed no later than June of the following year. - File a personal assets tax return. The obligation to file such a return shall continue for as long as you hold worldwide assets (including Shares) in excess of AR$6 million. The personal assets tax currently applies at an ascending sum plus a percentage of the value of those assets exceeding the threshold at a progressive rate ranging from 0.70% to 2.25% of your total worldwide assets exceeding AR$6 million as of December 31 of each year. If you elect to repatriate at least 5% of your assets held outside Argentina (including Shares) before March 31 of any calendar year, the personal assets tax rate applicable to the preceding calendar year will be reduced to a minimum of 0.50% and a maximum of 1.75%. You should consult a qualified tax adviser to determine the amount and applicability of this tax. Australia Offer Document and Australian Addendum – Please consult the Australia Addendum and Offer Documents for Options, RSUs and PSUs subject to the conditions of the governing award agreements (which have been provided to you) for additional terms and information applicable to your grant. PSU Holding Period – The Shares issued upon vesting of the PSUs may not be sold, transferred or otherwise alienated within twelve (12) months of the date of issue, unless you comply in all respects with the licensing and disclosure requirements under the Australian Corporations Act 2001 (Cth). Taxation – You understand that the Options, RSUs and PSUs should satisfy the real risk of forfeiture test for deferral concessions as set forth in the Employee Share Scheme legislation effective July 1, 2015 because you will forfeit the Award if certain conditions are not met (i.e., you must remain continuously employed until the award is exercised or vests), and accordingly, you will be subject to deferred taxation and should generally not be subject to tax when the Award is granted. Furthermore, by accepting the grant of the Award, you acknowledge that you do not hold a beneficial interest in more than 10% of Baker Hughes’ common stock, and you are not in a position to cast, or to control the casting of more than 10% of the maximum number of votes that might be cast at a general meeting of Baker Hughes. Page 5 of 36 Austria In general, you should not be subject to any foreign exchange requirements in connection with your acquisition or sale of Shares under the Plan. However, if the value of Shares held abroad by you as of any given quarter equals or exceeds €30,000,000, you must submit a quarterly report to the Austrian National Bank, or if the value of Shares equals or exceeds €5,000,000 as of December 31 of each year, you must submit an annual report to the bank. Further, if you are an Austrian resident and hold cash in accounts outside of Austria, monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts exceeds €10,000,000. Specifically, if this threshold is met, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Azerbaijan Securities Law Information – You understand that the Award Agreement, the Plan and all other materials you may receive regarding your participation in the Plan do not constitute advertising or offering of securities in Azerbaijan. The issuance of securities pursuant to the Plan has not been and will not be filed, registered, or approved by the Central Bank of the Republic of Azerbaijan and / or any other statute authority of the Republic of Azerbaijan and therefore, the securities described in any Plan-related documents may not be used for sale or public circulation in Azerbaijan. Thus, the offer of RSUs and the acquisition and sale of any Shares occurs wholly outside Azerbaijan and is not subject to local securities laws. You understand that you are solely responsible for determining whether you are eligible to acquire Shares in accordance with the requirements of the laws of the Republic of Azerbaijan. Unless and to the extent permitted under the applicable laws of the Republic of Azerbaijan, you undertake not to directly or indirectly sell, transfer or otherwise dispose of the Shares to the public or any physical person or legal entity in the territory of the Republic of Azerbaijan. You further undertake not to pass on the Award Agreement, the Plan and all other materials you may receive regarding your participation in the Plan and information contained therein, directly or indirectly, to any physical person or legal entity of Republic of Azerbaijan or otherwise make them publicly available in the Republic of Azerbaijan. Exchange Control Regulations – You must comply with all Algerian currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards. Bahrain Securities Law Information – The Award Agreement, the Plan, and all other materials you receive regarding participation in the Plan do not constitute advertising or an offering of securities in Bahrain, nor does it constitute an allotment of securities in Bahrain. Any Shares issued upon vesting of the RSUs shall be deposited into a brokerage account in the United States. In no event will Shares be issued or delivered in Bahrain. The issuance of Shares pursuant to the RSUs described herein has not and will not be registered in Bahrain and hence, the Shares described herein may not be admitted or used for Page 6 of 36 offering, placement, or public circulation in Bahrain. Accordingly, you understand that you may not make any public advertising or announcements regarding the RSUs or Shares in Bahrain, promote these Shares to legal entities or individuals in Bahrain, or sell Shares directly to other legal entities or individuals in Bahrain. You acknowledge and agree that Shares may only be sold outside of Bahrain and on a stock exchange on which the Company is traded. THIS IS NOT A PUBLIC OFFER. THE OFFER IN BAHRAIN IS BEING MAKE ONLY TO THE EMPLOYEES OF BAKER HUGHES BAHRAIN COMPANY W.L.L. AND BAKER HUGHES EHO LTD., BAHRAIN BRANCH. THE CENTRAL BANK OF BAHRAIN OR ANY OTHER REGULATORY AUTHORITY IN BAHRAIN (I) HAS NEITHER APPROVED NOR REVIEWED THIS OFFER OR ANY DOCUMENTS BEING DISTRIBUTED HEREUNDER; (II) TAKES NO RESPONSIBILITY FOR THE PERFORMANCE OF THE SHARES OFFERED HEREUNDER; AND (III) TAKES NO RESPONSIBILITY FOR THE CONTENTS OF ANY DOCUMENTS DISTRIBUTED IN BAHRAIN PURSUANT TO OR IN RELATION TO THIS OFFER. Exchange Control Regulations – You must comply with all Bahrainian currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards. Belgium Stock Exchange Tax – A stock exchange tax applies to transactions executed through a non-Belgian financial intermediary. The stock exchange tax will likely apply when Shares are sold. You should consult your personal tax advisor to determine your obligations with respect to the stock exchange tax. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Bolivia Exchange Control Regulations – You must comply with all Bolivian currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards. Brazil Foreign Asset Reporting – In general, you should not be subject to any foreign exchange requirements in connection with your acquisition or sale of Shares under the Plan. However, if you own foreign assets (including Shares) that exceed US $100,000 in value, then you are responsible for reporting those assets to the Central Bank of Brazil in accordance with the declaration deadline established annually by the bank. Brunei Securities Law Information – The grant of Options, RSUs, and/or PSUs is made pursuant to a private offering exemption under section 117 of the Securities Markets Order, 2013 (“SMO”) on which basis it is exempt from the prospectus and registration requirements under the SMO and is also exempt from the capital markets services licensing requirements under section 159(1)(d) as being the administration of an employee participation scheme. Such grants have not been licensed or registered with the Capital Page 7 of 36 Markets Unit and is not licensed or registered within the context of the Securities Markets Regulations, 2015. The Plan has not been lodged or registered as a prospectus with the Autoriti Monetari Brunei Darussalam. The Plan has also not been licensed by or registered with the Brunei Darussalam Registry of Companies & Business Names or any other relevant governmental agencies within Brunei Darussalam. Cameroon There are no country-specific terms and conditions or notifications. Canada Securities Law Matters – By accepting the Award Agreement and agreeing to the terms and conditions herein, you represent and warrant that your participation in the trade and acceptance of the Option, RSU, and/or PSU is voluntary and that you have not been induced to participate by expectation of engagement, appointment, employment, continued engagement, continued appointment or continued employment, as applicable. Acknowledgment – You acknowledge that (i) the grant of Options, RSUs, and/or PSUs is being made on a private placement basis only and is exempt from the requirement that Baker Hughes prepare and file a prospectus with the relevant Canadian securities regulatory authorities, (ii) Baker Hughes is not a “reporting issuer”, as such term is defined under applicable Canadian securities laws, in any province or territory of Canada, (iii) Baker Hughes does not intend to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the Options, RSUs, and/or PSUs to the public in any province or territory of Canada in connection with the grant of the Options, RSUs, and/or PSUs hereunder, (iv) any resale of the Options, RSUs, and/or PSUs must be made in accordance with the prospectus and dealer registration requirements or exemptions therefrom under applicable securities laws, (v) that these resale restrictions may apply to resales of the Options, RSUs, and/or PSUs outside of Canada, and (vi) that you have been advised to consult its own legal, financial and tax advisers with respect to the consequences of the grant of the Options, RSUs, and/or PSUs hereunder. Additional Restrictions on Resale – In addition to the restrictions on resale and transfer noted in Plan materials, securities purchased under the Plan may be subject to certain restrictions on resale imposed by Canadian provincial securities laws. You are encouraged to seek legal advice prior to any resale of such securities. In general, participants resident in Canada may resell their securities in transactions carried out on exchanges outside of Canada and, in particular, you are generally permitted to sell Shares acquired pursuant to the Plan through the designated broker appointed under the Plan, if any, provided that the Company is a foreign issuer that is not public in Canada and the sale of the Shares acquired pursuant to the Plan takes place: (i) through an exchange, or a market, outside of Canada on the distribution date; or (ii) to a person or company outside of Canada. For purposes hereof, a foreign issuer is an issuer that: (a) is not incorporated or existing pursuant to the laws of Canada or any jurisdiction of Canada; (b) does not have its head office in Canada; and (c) does not have a majority of its executive officers or directors ordinarily resident in Canada. Form of Payment – Due to legal restrictions in Canada and notwithstanding any language to the contrary in the Plan, you are prohibited from surrendering shares that you already own or from Page 8 of 36 attesting to the ownership of shares to pay any tax withholding in connection with the Options, RSUs, and/or PSUs granted. Any tax withholding must be paid in cash or by check or by wire transfer of immediately available funds, by net share withholding, by a combination of such methods of payment, or by such other methods as may be approved by Baker Hughes. Tax Reporting – The Tax Act and the regulations thereunder require a Canadian resident individual (among others) to file an information return (Form T1135) disclosing prescribed information where, at any time in a tax year, the total cost amount of such individual’s “specified foreign property” (which includes Shares) exceeds Cdn.$100,000. You should consult your own tax advisor regarding this reporting requirement. Tax Considerations – In accordance with subsection 110(1.9) of the Income Tax Act (Canada) (the “Act”), notice is hereby given by the Company that the Shares to be issued in respect of the Options (i.e., options in excess of the Cdn. $200,000 limit) are non-qualified securities for purposes of the Act. Active Service Provision – For greater certainty, your last date of active service shall be determined without regard to any period of statutory, contractual, common law, civil law or other reasonable notice of termination or any period of salary continuance or deemed employment and regardless of whether any such termination was lawful. Termination Provisions – By accepting the grant, you declare that you expressly agree with the provisions regarding termination of employment described in the Company’s 2026 Long-Term Incentive Plan, the applicable Award Agreement (including, but not limited to, Section 4 thereof) and the special terms and conditions set forth in the Non-US Addendum for your country. Province of Quebec only – The parties acknowledge that it is their express wish that this Addendum, as well as all documents, notices and legal proceeds entered into, given or instituted pursuant hereto or relating directly to indirectly hereto, be provided to them in English. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention. Chad There are no country-specific terms and conditions or notifications. Chile Securities Law Information – Neither the Company nor the Shares that you may receive pursuant to your Awards are registered with the Registry of Securities or under the control of the Chilean Superintendence of Securities. Exchange Control Information – Please note that the exchange control regulations in Chile are subject to change. You should consult with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting or receiving proceeds from the sale of Shares acquired under the Plan. You are responsible for ensuring compliance with all exchange control laws in Chile. Page 9 of 36 Tax Reporting and Registration Information – You must file Tax Form 1851 (“Annual Sworn Statement Regarding Investments Held Abroad”) in relation to any Shares acquired under the Plan that are held abroad. In addition, if you wish to receive credit in Chile for any tax paid abroad on any dividends received pursuant to the Shares, you must register the acquisition of Shares with the CIRS and also file Tax Form 1853 (“Annual Sworn Statement Regarding Credits for Taxes Paid Abroad”). These forms must be submitted through the CIRS web page at www.sii.cl. You should also consult with your personal legal and tax advisor about how to register with the CIRS. China Shares acquired through RSU lapses must be maintained in the Fidelity Brokerage Services LLC account until the Shares are sold through Fidelity Brokerage Services LLC with the net sales proceeds being paid to you through your current or most recent PRC employer. As a condition of the grant of RSUs, to the extent that you hold any Shares after the date of your termination of active employment with Baker Hughes and its subsidiaries and affiliates, you authorize Fidelity Brokerage Services LLC (or any successor broker designated by Baker Hughes) to sell such Shares on your behalf at that time or as soon as is administratively practical thereafter. Under local law, you are required to repatriate to China the proceeds from the sale of Shares acquired through RSU lapses through a special exchange control account established by Baker Hughes or one of its subsidiaries or affiliates in China. You hereby agree that any net sale proceeds from your participation in the Plan may be transferred to such special account prior to being delivered to you through your current or most recent PRC employer. Further, if the proceeds from your participation in the Plan are converted to local currency, you acknowledge that Baker Hughes (including its subsidiaries and affiliates) is under no obligation to secure any currency conversion rate, and may face delays in converting the proceeds to local currency due to exchange control restrictions in China. You agree to bear the risk of any currency conversion rate fluctuation between the date that your proceeds are delivered to the special exchange control account and the date of conversion of the proceeds to local currency. Baker Hughes reserves the right to impose such further restrictions or conditions as may be necessary to comply with changes in applicable local laws in China. Please note that the above provisions will apply to all RSUs granted to you under the Plan. If you are not a PRC national, the above provisions may not apply to you, to the extent determined in accordance with local laws. Colombia Securities Law Acknowledgement – The Shares are not and will not be registered with the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores). Therefore, the Shares may not be offered to the public in Colombia. Nothing in the Award Agreement should be construed as making a public offer of securities in Colombia. In the event that Baker Hughes, in its sole discretion, determines that the offer of RSUs in Colombia may constitute a “public offer of securities” under Law 964 of 2005, you understand and agree that Baker Hughes may, in its sole discretion, cease to offer participation in the Plan in Colombia. In the event that Baker Hughes exercises its discretion to cease Page 10 of 36 offering the Plan in Colombia, you will no longer be permitted to participate in the Plan as of the date established by Baker Hughes. Exchange Control Information – Exchange control reporting is required for offshore investments in an amount that exceeds US$500,000 as of December 31 of the applicable calendar year. If required, you will be responsible for filing the report with the Central Bank of Colombia. In addition, upon the sale of any Shares that have been registered, you must cancel the registration by March 31 of the following year. You may be subject to fines if you fail to cancel. Congo You must comply with all Congolese currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards. Côte d'Ivoire There are no country-specific terms and conditions or notifications. Czech Republic Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Denmark Stock Option Act – The Danish Stock Option Act has been revised as of January 1, 2019. The global termination provisions under the Plan will apply for any grants made after January 1, 2019. The relevant termination provisions are detailed in the Agreement and the Employer Statement. Exchange Control Information – If you establish an account holding Shares or an account holding cash outside Denmark, you must report the account to the Danish Tax Administration. The form to be used for such reporting can be obtained from a local bank. Please note that these obligations are separate from and in addition to the obligations described below. Securities/Tax Reporting Information – If you hold Shares acquired under the Plan in a brokerage account with a broker or bank outside Denmark, you are required to inform the Danish Tax Administration about the account by filing a Form V (Erklaering V) with the Danish Tax Administration. The Form V must be signed both by you and the applicable broker or bank where the account is held. By signing the Form V, the broker or bank undertakes to forward information to the Danish Tax Administration concerning the Shares in the account without further request each year. By signing the Form V, you authorize the Danish Tax Administration to examine the account. In addition, if you open a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark, you are also required to inform the Danish Tax Administration of this account by filing a Form K (Erklaering K) with the Danish Tax Administration. The Form K must be signed both by you and the applicable broker or bank where the account is held. By signing the Form K, the broker/bank undertakes an obligation, without further request each year, to forward Page 11 of 36 information to the Danish Tax Administration concerning the content of the account. By signing the Form K, you authorize the Danish Tax Administration to examine the account. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Ecuador There are no country-specific terms and conditions or notifications. European Economic Area Please consult the Information Memorandum, which is attached hereto as Appendix B, addressing the EU Prospectus Regulation for additional information on your grant unless your country specific notice states otherwise. Egypt Exchange Control Information – If you have a permanent domicile in Egypt and you transfer funds into Egypt in connection with the RSUs, you may be required to transfer the funds through a registered bank in Egypt. Please consult your legal advisor for additional details. Equatorial Guinea Exchange Control Information – You must comply with all local currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards, including applicable requirements on holding foreign currency accounts and repatriation of sale proceeds. France Exchange Control Information – If you import or export cash (e.g., sales’ proceeds received under the Plan) with a value equal to or exceeding €10,000 and do not use a financial institution to do so, you must submit a report to the customs and excise authorities. If you maintain a foreign bank account, you are required to report such account to the French tax authorities when filing your annual tax return. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Finland Grant Selection Criteria – [***] Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Gabon There are no country-specific terms and conditions or notifications. Page 12 of 36 Germany Exchange Control Information – Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If you use a German bank to transfer a cross-border payment in excess of €12,500 in connection with the sale of Company Shares acquired under the Plan, the bank will make the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Ghana There are no country-specific terms and conditions or notifications. Guyana There are no country-specific terms and conditions or notifications. Hong Kong Tax Election. Please note that the Company is required to report any gain realized on the exercise of Options and grants of RSUs or PSUs to the Hong Kong Inland Revenue Department (“IRD”). It is a condition of the grant that you agree to make appropriate filings with the IRD and to make an election to be taxed on a deemed exercise basis for all Option grants and on a deemed vested basis for all RSU and PSU grants. If you are in any doubt about your tax reporting obligations in Hong Kong, you should obtain independent professional tax advice. RSUs Settled in Shares Only. Notwithstanding anything to the contrary in the Plan and/or the Grant Agreements, you understand that any RSUs granted to you shall be paid in Shares only and do not provide any right for you to receive a cash payment. Securities Law Information. The awards and any Shares issued pursuant to the awards do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its subsidiaries and Affiliates. The Grant Agreements, including this Global Addendum, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The awards and any related documentation are intended only for the personal use of each eligible employee of the Company or its subsidiaries and Affiliates and may not be distributed to any other person. The contents of the Grant Agreements, including this Global Addendum and the Plan, have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of the Grant Agreements, including this Global Addendum, or the Plan, you should obtain independent professional advice. 激励及根据激励发行的任何股份不构成香港法律项下的公开发售证券，且其仅向本公司或其子公司和关联公司的员工提供。授予协议（包括本附录）、激励计划及任何其他偶然的通讯材料并非根据适用于公开发售证券的香港证券法规编制且不意图构成适用的香港证券法规项下公开发售证券的“招股说明书”。激励及任何相关文件 Page 13 of 36 仅供符合条件的本公司或其子公司和关联公司员工之个人使用，不得分发予任何其他人士。授予协议（包括本附录）与激励计划未经香港任何监管机构审核。您就此要约应当谨慎行事。如果您对授予协议（包括本附录）或激励计划的任何内容有任何疑问，应寻求独立的专业意见。 Hungary Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. India Cashless Exercise – Due to local legal requirements, your Option may not be exercised pursuant to a partial or sell-to-cover exercise. Exchange Control Information – You understand that you must repatriate any proceeds from the sale of Shares acquired under the Plan to India and convert the proceeds into local currency within 90 days of receipt. You will receive a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or your employer requests proof of repatriation. Tax Information – The amount subject to tax at vesting may partially be dependent upon a valuation of Shares. Baker Hughes has no responsibility or obligation to obtain the most favorable valuation possible. Foreign Asset Reporting – You are responsible for complying with any requirement to report or declare any assets (including Shares) that you hold outside of India. Indonesia Foreign Asset Reporting – If Indonesian residents remit proceeds from the sale of Shares into Indonesia, the Indonesian Bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of US$10,000 or more, a description of the transaction must be included in the report. Although the bank through which the transaction is made is required to make the report, Indonesian residents must complete a “Transfer Report Form.” The Transfer Report Form will be provided to the Indonesian residents by the bank through which the transaction is made. Iraq Securities Law Information – The Shares that you may receive pursuant to your Awards are not publicly offered or listed on any stock exchange in Iraq. Ireland Director Notification Requirement – If you are director, shadow director or secretary of an Irish subsidiary of Baker Hughes who owns more than a 1% interest in Baker Hughes, you are subject to certain notification requirements under the Companies Act, 1990. Among these requirements is an obligation to notify the secretary of the Irish subsidiary in writing when you receive an interest (e.g., RSUs or Shares) in Baker Hughes and the number and class of shares or rights to which the interest Page 14 of 36 relates. In addition, you must notify the Irish subsidiary when you sell Shares acquired pursuant to any Award granted under the Plan. You must notify the secretary of the Irish subsidiary of the acquisition or disposal of an interest in Shares within five days following the day of acquisition or disposal of the interest in Shares. These notification requirements also apply to any rights or Shares acquired by your spouse or children under the age of 18. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Israel Shares acquired through RSU lapses must be maintained in the Fidelity Brokerage Account (or other Company designated brokerage account) until the Shares are sold with the net sales proceeds being paid through your current or most recent Israeli employer. The obligation to maintain any Shares with the applicable broker acquired through the Awards will apply even when you leave the Company. Your current or most recent Israeli employer will withhold the applicable Israeli taxes and any other applicable compulsory payments such as national insurance and health tax prior to transferring to you the sale proceeds. Sales which occur subsequent to the termination of employment will be subject to the highest applicable withholding rate. Upon termination of employment, your Israeli employer may require you to provide a guarantee for the cash payment upon the sale of the Shares. Italy Securities Law Information – The offer and settlement of Awards do not require a prospectus to be submitted for approval to the Italian Securities and Exchange Commission (the “Commissione nazionale per le società e la borsa” or “CONSOB”). Cashless Exercise – Due to local legal requirements, your Option must be exercised pursuant to a broker-assisted, sell-all cashless method of exercise. Exchange Control Information – You are required to report on the RW Form of your annual tax return (i) any transfers of cash or shares to or from Italy and (ii) any foreign investments or investments held outside of Italy (including proceeds from the sale of Shares acquired upon the exercise of Options or vesting of RSUs or PSUs), if the investment may give rise to income in Italy. The foreign investments or investments held outside of Italy are also subject to a 0.2% tax on assets held abroad (IVAFE), which is due annually on the fair market value of the assets at the end of each calendar year that you hold the Shares (i.e., December 31) and is subject to pro-ration for the portion of the year that you hold the Shares received at vesting. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Japan If you acquire Shares valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of Page 15 of 36 the acquisition of the Shares unless a Japanese securities broker or a Japanese branch of a non-Japanese securities broker is involved in the acquisition of the Shares. Kazakhstan Securities Law Notification – This offer is addressed only to certain eligible employees in the form of the Shares to be issued by Baker Hughes. Neither the Plan nor the Award Agreement has been approved, nor do they need to be approved, by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan. Exchange Control Information – Residents of Kazakhstan may be required to notify the National Bank of Kazakhstan when they acquire Shares under the Plan if the value of such Shares exceeds US$100,000. Please note that the exchange control regulations in Kazakhstan are subject to change. You should consult with your personal legal advisor regarding any exchange control obligations that you may have prior to vesting or receiving proceeds from the sale of Shares acquired under the Plan. You are responsible for ensuring compliance with all exchange control laws in Kazakhstan. Kenya You are required to register your RSUs online within 30 days of vesting with the Commissioner of Income Tax. As part of the registration process, you will be required to submit a copy of your ID card or passport and any other documents that may be requested from time to time. Kuwait There are no country-specific terms and conditions or notifications. Lebanon There are no country-specific terms and conditions or notifications. Libya You must comply with all local currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards, including applicable requirements on holding foreign currency accounts and repatriation of sale proceeds. Malaysia Director Notification Requirement – If you are a director of a Malaysian affiliate of Baker Hughes, you are subject to certain notification requirements under the Malaysian Companies Act, 1965. Among these requirements is an obligation to notify the Malaysian affiliate in writing when you receive an interest (e.g., Options or Shares) in Baker Hughes or any related companies. In addition, you must notify the Malaysian affiliate when you sell any Shares or any related company (including when you sell Shares acquired through exercise of your Option or pursuant to any other Award granted under the Plan). Additionally, you must also notify the Malaysian affiliate of Baker Hughes if there are any subsequent changes in your interest in Baker Hughes or any related company. These notifications must be made within 14 days of acquiring or disposing of any interest in Baker Hughes or any related company. Page 16 of 36 Exchange Control Information – In general, you should not be subject to any foreign exchange requirements in connection with your acquisition or sale of Shares under the Plan. However, Bank Negara Malaysia must be notified of any remittance of funds between residents and non-residents of an amount equivalent to RM 200,001 or greater from Malaysia. Mexico In accepting the Awards granted under the Plan, you expressly recognize that Baker Hughes, with registered offices at 575 North Dairy Ashford Road, Suite 100, Houston, Texas, 77079 USA, is solely responsible for the administration of the Plan and that your participation in the Plan and your acquisition of Shares does not constitute an employment relationship between yourself and Baker Hughes since you are participating in the Plan on a wholly commercial basis and your sole employer is the applicable Baker Hughes affiliate in Mexico (“Baker Hughes-Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from your participation in the Plan do not establish any rights between yourself and your employer, Baker Hughes-Mexico, and do not form part of the employment conditions and/or benefits provided by Baker Hughes-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment. Al aceptar los premios bajo el Plan, usted expresamente reconoce que Baker Hughes, con sus oficinas registradas en at 575 North Dairy Ashford Road, Suite 100, Houston, Texas, 77079 U.S.A., es el único responsable de la administración del Plan y que su participación en el Plan y su adquisición de acciones no constituyen una relación de empleo entre usted y Baker Hughes. Usted está participando en el Plan a nivel comercial y su único empleador es la compañía correspondiente afiliada a Baker Hughes en México ("Baker Hughes-México"). Basado en lo anterior, usted expresamente reconoce que el Plan y los beneficios que le corresponden a usted por su participación en el Plan no establecen derechos entre usted y su empleador, Baker Hughes-México, y no forman parte de las condiciones de empleo ni de los beneficios otorgados a usted por Baker Hughes-México. Cualquier cambio en el Plan o la suspensión del mismo no constituye un cambio ni un impedimento de sus términos y condiciones de empleo. Mozambique Cash Delivery – Notwithstanding anything to the contrary in the Agreement, due to local requirements, you understand and agree that upon vesting of your RSUs, the Shares will be immediately sold and you will receive a payment from your local employer in local currency in an amount equal to the fair market value of the underlying Shares, less any tax-related items and applicable fees. Baker Hughes reserves the right to provide additional alternatives depending on the development of local law. Netherlands Securities Law Information – Because the Awards are non-transferable, such Awards should not qualify as transferable securities for purposes of Regulation (EU) 20117/1129 of the European Parliament and of the Council of June 14, 2017 related to the prospectus publishing obligation (the “Prospectus Regulation”). As such, Baker Hughes has not published an approved prospectus in the Netheralnds for the grant of the Awards. Page 17 of 36 Insider-Trading – You should be aware of the Dutch insider-trading rules, which may impact the sale of Shares acquired upon vesting of the RSUs. In particular, you may be prohibited from effectuating certain transactions involving Shares if you have inside information about Baker Hughes. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor. By accepting the grant of RSUs and participating in the Plan, you acknowledge having read and understood this notification and acknowledge that it is your responsibility to comply with the Dutch insider-trading rules. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Page 18 of 36 New Zealand Acknowledgment. You are being offered an opportunity to participate in the Plan. In compliance with an exemption to the New Zealand Financial Markets Conduct Act 2013, you are hereby notified that, you have the right to receive, free of charge, a copy of the Company’s latest annual report and a copy of the relevant financial statements. Such documents are available for your review on the Company’s external and/or internal sites at the web addresses listed below. In addition, in connection with the opportunity to participate in the Plan, you are being provided with a copy of the Plan, Grant Agreements, and the Plan Prospectus. The Company’s most recent annual report and other published financial statements can be found here: https://investors.bakerhughes.com/financial-information/sec-filings Warning This is an offer of Options, RSUs or PSUs. If the Options are exercised or the RSUs or PSUs vest and you receive Shares, the Shares will give you a stake in the ownership of the Company. You may receive a return if dividends are paid. If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors have been paid. You may lose some or all of your investment. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. The Company’s shares are listed on Nasdaq. This means you may be able to sell the Company’s shares, if received with respect to the Options, SARs, RSUs or PSUs, on Nasdaq if there are interested buyers. You may get less than you invested. The price will depend on the demand for the Company’s shares. Nigeria Securities Law Information – Unless otherwise noted, neither Baker Hughes nor the Shares are listed on any Nigerian stock exchanges or under the control of any local securities regulator outside of the United States. The Plan document, Award Agreement, this Addendum and any other communication or materials you may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issue of securities described in any Plan-related Page 19 of 36 documents is not intended for a public offering or circulation in Nigeria. By participating in the Plan, you acknowledge that the Awards and any Shares acquired do not constitute an offer to the public under any applicable Nigeria legislation. Norway There are no country-specific terms and conditions or notifications. Oman Securities Law Information – The offer is addressed only to eligible employees. The Plan, Award Agreement and any related documents do not constitute the marketing or offering of securities in Oman and consequently have not been registered or approved by the Central Bank of Oman, the Omani Ministry of Commerce and Industry, the Omani Capital Market Authority or any other authority in the Sultanate of Oman. Pakistan Forced Sale – Due to local legal requirements, you understand and agree that any Shares issued upon vesting of the RSUs will be immediately sold by Fidelity Brokerage Services LLC (or any successor broker designated by Baker Hughes), and you expressly authorize Fidelity to complete the sale of such Shares. You acknowledge that Fidelity is under no obligation to arrange for the sale of the Shares at any particular price. Due to fluctuations in the price of the Shares and/or applicable exchange rates between the vesting date of the RSUs and (if later) the date on which the Shares are sold, the amount of proceeds ultimately distributed to you may be more or less than the market value of the Shares at vesting. You understand and agree that the Company is not responsible for the amount of any loss you may incur and that Baker Hughes assumes no liability for any fluctuations in the price of the Shares and/or any applicable exchange rate. You acknowledge that you are not aware of any material nonpublic information with respect to Baker Hughes or any securities of Baker Hughes as of the date of this Addendum. Exchange Control Information – Pakistani residents are required to immediately repatriate to Pakistan the proceeds from the sale of Shares as described above. The proceeds must be converted into local currency and the receipt of proceeds must be reported to the State Bank of Pakistan (the “SBP”) by filing a “Proceeds Realization Certificate” issued by the bank converting the proceeds with the SBP. The repatriated amounts cannot be credited to a foreign currency account. Pakistani residents are advised to consult with their personal advisor prior to vesting and settlement of the RSUs to ensure compliance with the applicable exchange control regulations in Pakistan, as such regulations are subject to frequent change. Pakistani residents are responsible for ensuring compliance with all exchange control laws in Pakistan. Papua New Guinea There are no country-specific terms and conditions or notifications. Page 20 of 36 Peru The Shares to be issued upon settlement of your Award have not been registered with the Public Register of the Securities Market maintained by the Peruvian Securities Market Superintendence (Superintendencia del Mercado de Valores – SMV), and may not be offered or sold publicly in Peru. In addition, the contents of the Plan and accompanying materials have not been reviewed by any Peruvian regulatory authority. Philippines There are no country-specific terms and conditions or notifications Poland Exchange Control Information – While you are responsible for any exchange control filings, no advance foreign exchange permit is required for the acquisition, holding or disposal of Shares. However, if the value of your Shares exceeds the equivalent of PLN 7,000,000, you will have to notify the National Bank of Poland of such holdings on a quarterly basis. If such reporting obligation applies to you and your shareholding exceeds 10% of the Company’s total voting stock, you will also be required to notify the National Bank of Poland by the end of May of each subsequent year. If a Polish resident transfers funds in excess of €15,000 into Poland, the funds must be transferred via a Polish bank account or financial institution. Polish residents are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Portugal EU Prospectus Regulation – The Company is making the offer of RSUs to you under an exemption to the EU Prospectus Regulation. The Information Memorandum does not apply to your grant. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Qatar There are no country-specific terms and conditions or notifications. Romania Exchange Control Information – Any transfer of funds exceeding €15,000 (whether via one transaction or several transactions that appear to be linked to each other) must be reported to the National Office for Prevention and Control of Money Laundering on specific forms by the relevant bank or financial institution. If you deposit the proceeds from the sale of Shares in a bank account in Romania, you may have to provide the Romanian bank through which the operations are effected with appropriate Page 21 of 36 documentation regarding the receipt of the income. You should consult with a personal legal advisor to determine whether you will be required to submit such documentation to the Romanian bank. Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Russia Securities Law Information – You acknowledge that the grant of RSUs, the Plan and all other materials you may receive regarding participation in the Plan do not constitute an advertising or offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia. You further acknowledge that in no event will Shares that may be issued to you with respect to the RSUs be delivered to you in Russia; all Shares issued to you with respect to the RSUs will be maintained on your behalf in the United States. You are not permitted to sell Shares directly to a Russian legal entity or resident. Anti-Corruption Notification – Anti-corruption laws prohibit certain public servants, their spouses, and their dependent children from owning any foreign source financial instruments (e.g., Shares of foreign companies, such as Baker Hughes). Please inform Baker Hughes if you are covered by these laws, because you should not hold any Shares under the Plan. Saudi Arabia Securities Law Information – The grant of Awards is not intended to be a private or public offering of securities in your country of residence and / or employment, but instead is an exempt offer. As an exempt offer, Baker Hughes has not submitted any registration statement, prospectus, or other filings with the local securities authorities, and the grant of Awards is not subject to the supervision of the local securities authorities. Senegal Cash Delivery – Notwithstanding anything to the contrary in the Agreement, due to local requirements, you understand and agree that upon vesting of your RSUs, the Shares will be immediately sold and you will receive a payment from your local employer in local currency in an amount equal to the fair market value of the underlying Shares, less any tax-related items and applicable fees. Baker Hughes reserves the right to provide additional alternatives depending on the development of local law. Page 22 of 36 Singapore Director Notification Requirement – If you are a director1 or chief executive officer2 of a Singapore affiliate of Baker Hughes, you are subject to certain notification requirements under the Companies Act 1967 of Singapore. Among these requirements is an obligation to notify the Singaporean affiliate in writing when you receive an interest in shares (e.g., Options or Shares) (or any change thereof) in Baker Hughes or any related corporation of the Singapore affiliate. Such notification must occur within two business days of the later of: (a) the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or (b) the date on which the director or chief executive officer (as the case may be) became a registered holder of or acquired any such interest. In addition, you must notify the Singapore affiliate when you acquire or sell Shares of Baker Hughes or any related company (including when you sell Shares acquired through exercise of your Option or pursuant to any other Award granted under the Plan). Such notification must occur within two business days of the date of acquisition or disposal of any interest (or change in a previously disclosed interest) in Shares of Baker Hughes or any related corporation of the Singapore affiliate. Securities Law Information – The grant of the Awards is made pursuant to the “Qualifying Person” exemption” under section 273(1)(i) of the Securities and Futures Act 2001 of Singapore (“SFA”). As a result, the grant is exempt from the prospectus and registration requirements under Singaporean law and is not made with a view to the underlying Shares being subsequently offered for sale to any other party. The Plan has not been, and will not be, lodged or registered as a prospectus with the Monetary Authority of Singapore. Slovakia Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. South Africa In general, you are solely responsible for ensuring that all South African exchange control requirements in connection with your acquisition or sale of Shares under the Plan are met and that any required South African Reserve Bank approval is obtained. Neither Baker Hughes nor your local employer will be responsible for ensuring such exchange control compliance on your behalf. Furthermore, in the event you acquire Shares without the required exchange control approval, neither Baker Hughes nor your local employer will be liable in any way for any resulting fines or penalties. South Korea Tax Reporting – If you hold financial accounts outside of South Korea (i.e., non-Korean bank accounts, brokerage accounts, etc.), you may be required to report such accounts to the Korean tax authorities. Please consult your personal tax advisor for additional details. 1 A “director” includes any person occupying the position of director of a corporation by whatever named called, and includes a person in accordance with “whose directions or instructions” the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director. 2 A “chief executive officer,” in relation to a company, means any one or more persons, by whatever name described, who: (a) is in direct employment of, or acting for or by arrangement with, the company; and (b) is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be. Page 23 of 36 Spain No Special Employment or Similar Rights – You understand that Baker Hughes has unilaterally, gratuitously, and discretionally decided to distribute Awards under the Plan to individuals who may be employees of Baker Hughes or its affiliates throughout the world. The decision is a temporary decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind Baker Hughes or any of its affiliates presently or in the future, other than as specifically set forth in the Plan and the terms and conditions of your RSU grants. Consequently, you understand that any grant is given on the assumption and condition that it shall not become a part of any employment contract (either with Baker Hughes or any of its affiliates) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the Awards and underlying Shares is unknown and unpredictable. In addition, you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Awards shall be null and void and the Plan shall not have any effect whatsoever. Further, the Awards provide a conditional right to Shares and may be forfeited or affected by your termination of employment, as set forth in the Award Agreement. For avoidance of doubt, your rights, if any, to the RSUs upon termination of employment shall be determined as set forth in the Award Agreement, including, without limitation, where (i) you are considered to be unfairly dismissed without good cause; (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition; or (iv) you terminate service due to Baker Hughes’ or any of its subsidiaries or affiliates’ unilateral breach of contract. Consequently, the termination of your employment for any of the above reasons shall be deemed a “Termination Due to Other Reasons” under your Award Agreement, unless otherwise determined by Baker Hughes, in its sole discretion. Securities Law Notice – The RSUs granted under the Plan do not qualify as securities under Spanish regulations. By the grant of the RSUs, no "offer of securities to the public", as defined under Spanish law, has taken place or will take place in Spanish territory. The present document and any other document relating to the offer of Options or RSUs under the Plan has not been nor will it be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and it does not constitute a public offering prospectus. Foreign Asset and Account Reporting – To the extent that Spanish residents hold rights or assets (e.g., Shares, cash, etc.) in a bank or brokerage account outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year, such residents are required to report information on such rights and assets on their tax return for such year. Shares constitute securities for purposes of this requirement, but unvested rights (e.g., RSUs) are not considered assets or rights for purposes of this requirement. If applicable, Spanish residents must report the assets or rights on Form 720 by no later than March 31 following the end of the relevant year. After such assets or rights are initially reported, the reporting Page 24 of 36 obligation will only apply for subsequent years if the value of any previously-reported assets or rights increases by more than €20,000. Failure to comply with this reporting requirement may result in penalties. Spanish residents are also required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities held in such accounts, if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000. More frequent reporting is required if such transaction value or account balance exceeds €1,000,000. Spanish residents should consult with their personal tax and legal advisors to ensure compliance with their personal reporting obligations. Exchange Control Information – All acquisitions of foreign shares by Spanish residents must comply with exchange control regulations in Spain. Because of foreign investment requirements, the acquisition of Company shares under the Plan must be declared for statistical purposes to the Spanish Direccion General de Politica Comercial y de Inversiones Extranjeras (the “DGPCIE”). If you acquire the Shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGPCIE for you. Otherwise, you must make the declaration by filing a form with the DGPCIE. If you import the Shares acquired under the Plan into Spain, you must declare the importation of the share certificates to the DGPCIE. In addition, you must also file a declaration of the ownership of the Shares with the Directorate of Foreign Transactions each January while the Shares are owned. These filings are made on standard forms furnished by the Directorate of Foreign Transactions. When you receive any foreign currency payments (i.e., as a result of the sale of the Shares), you must inform the institution receiving the payment of the basis upon which such payment is made and provide certain specific information (e.g., name, address, and fiscal identification number; the name and corporate domicile of the company; the amount of the payment; the type of foreign currency received; the country of origin; and the reason for the payment). Data Privacy – Please consult the notice addressing the EU General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Suriname Exchange Control Information – You must comply with all local currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards, including applicable requirements on conversion, holding foreign currency accounts and repatriation of sale proceeds. Page 25 of 36 Sweden Data Privacy – Please consult the notice addressing the EU and the UK General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Switzerland Securities Law Information – The grant is considered a private offering in Switzerland and is not subject to registration in Switzerland. Taiwan Exchange Control Information – Taiwan’s foreign exchange control regulations may have an impact on your Award as well as the repatriation of capital gains realized from the holding or sale of Shares. Under current foreign exchange regulations, a Taiwanese resident can remit up to US$5 million (or an equivalent amount of other foreign currencies) per year into or out of Taiwan without prior approval from the Taiwan Central Bank. If the transaction amount is TWD500,000 or more in a single transaction, you must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, you must also provide supporting documentation to the satisfaction of the remitting bank. Thailand Exchange Control Information – In general, you are required to exchange currency into Thai Baht, deposit foreign currency into a bank account, and take additional actions with respect to such foreign currency within a specified period after bringing the foreign currency into Thailand, as set forth and publicly announced by the commercial bank with which you do your banking business. The foreign currency in question is the cash received by you in an amount equal to any dividends paid on the Shares and the proceeds from the sale of Shares received upon the vesting of the RSUs. Trinidad and Tobago Securities Law Information – The Shares subject to the Awards are not and will not be registered with the Trinidad and Tobago Securities and Exchange Commission in Trinidad and Tobago. Therefore, the Shares may not be offered to the public in Trinidad and Tobago and trading in Shares by a person in Trinidad and Tobago must only take place through the facilities of a securities exchange on which the Shares are listed. Nothing in this document should be construed as the making of a public offer of securities in Trinidad and Tobago. Access to Information – You are entitled to receive all information communicated by Baker Hughes to its shareholders and employees in accordance with applicable law. Tunisia You must comply with all Tunisian currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards. Page 26 of 36 Turkey You must comply with all Turkish securities law requirements in connection with your RSUs and the sale of the Shares underlying the Awards. Turkmenistan You must comply with all local legal and currency exchange restrictions, approvals and reporting requirements in connection with your awards and the Shares underlying the awards, including applicable requirements on conversion, holding foreign currency accounts and repatriation of sale proceeds. Ukraine You must comply with all Ukrainian currency exchange restrictions, approvals and reporting requirements in connection with your RSUs and the Shares underlying the Awards. United Arab Emirates Securities Law Information – The Option, the RSUs, the PSUs and the Shares underlying the Awards have not been reviewed by or registered with the Emirates Securities and Commodities Authority, the Dubai Financial Services Authority, the U.A.E. Central Bank or any other governmental authority in the United Arab Emirates, and have not been authorized or licensed for offering, marketing or sale in the United Arab Emirates. As such, the Awards and Shares underlying them are not being offered, marketed, advertised, distributed, or sold in the United Arab Emirates (“promotion”). This offering is being made in, and any related materials are subject to, the laws, regulations and rules of a jurisdiction outside the United Arab Emirates. No promotion of the Plan or the Awards has been or will be made in the United Arab Emirates except by way of private placement only to certain qualified investors in accordance with the laws and regulations of the United Arab Emirates. United Kingdom UK Terms – Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. Purpose – The primary purpose of this Section is to amend those provisions of the Plan that are required to be amended in order for non-tax advantaged grants under the Plan, and communications concerning those grants, to be exempt from the provisions of the United Kingdom Financial Services and Markets Act 2000. (For the purposes of this Sub-Plan, the term "awards" shall mean Awards that are granted under this Sub-Plan.) Restricted Availability of Awards – This Section shall be used solely to grant awards to employees of the Company or any member of the same group as the Company resident and providing services in the United Kingdom. (The term "group" in relation to the Company shall bear the meaning given to such term in section 421 of the United Kingdom Financial Services and Markets Act 2000.) Page 27 of 36 Restricted Delivery of Awards – Payments of benefits under this Section shall be made only in Shares. For the avoidance of doubt, and without limitation, no cash settlement of equity-based Awards (including dividends or dividend equivalents in cash) shall be permissible. Withholding of Taxes – All awards will be subject to tax withholding as described in the Plan but references to " tax" shall be read and construed as including, without limitation, United Kingdom income tax and primary class 1 (employee's) national insurance contributions that the Participant's employer is liable to account for and, if so agreed between the Company and the Participant, secondary class 1 (employer's) national insurance contributions that the Participant's employer is liable to account for. Restricted Transfer of Rights – The persons to whom awards, or interests therein, under this Section may be transferred, whether by will or the laws of descent and distribution under the Plan or otherwise, shall be limited to a Participant's children and step-children under the age of eighteen, spouses and surviving spouses and civil partners (within the meaning of the United Kingdom Civil Partnerships Act 2004) and surviving partners. Incorporation of Plan – The provisions of the Plan shall apply to all awards and shall accordingly be deemed to be incorporated herein, save as varied by the terms of this Section. Share Withholding – The following sentence is added to the share withholding for taxes language contained section in Section A: You will be taken to have foregone the right to be issued the number of Shares so withheld in order to meet the withholding obligations. Data Privacy – Please consult the notice addressing the EU and the UK General Data Protection Regulation (GDPR), which is attached hereto as Appendix A and which replaces the Data Privacy provision set forth above. Uzbekistan There are no country-specific terms and conditions or notifications in connection with your RSUs and the Shares underlying the Awards. Venezuela Acknowledgment – You acknowledge that: (i) this offer is personal, private, exclusive and non-transferable; (ii) you have been selected to receive a grant only because you meet the eligibility requirements contained in the Plan; and (iii) this offer is not being communicated using any means of publicity. Vietnam Your Award was granted pursuant to the Phantom Cash Award Agreement. Subject to the terms of the Phantom Cash Award Agreement, you are not eligible to receive Shares. Page 28 of 36 Yemen There are no country-specific terms and conditions or notifications. U.S. Estate Tax Please note that the Shares and Options, RSUs or PSUs to acquire Shares that you own may be subject to U.S. estate tax upon your death. Some countries have estate tax treaties which may impact these requirements. You and/or your beneficiary should consult a tax advisor to determine how these rules apply to your situation. Page 29 of 36 Appendix A GDPR Notice for Participants in the EU and the UK RE: Baker Hughes Company 2026 Long-Term Incentive Plan (the “Plan”) Dear Participant: The EU General Data Protection Regulation (the “EU GDPR”) and the UK General Data Protection Regulation (the "UK GDPR" and, together with the EU GDPR, the “GDPR”) may govern Baker Hughes’s (the “Company”) use of your personal data. This Notice is intended to make EU and UK-based participants in the Plan aware that the Company holds certain Data (as defined below) about the participants. The Company also wants to explain why the Company holds this Data and to let each participant know, among other things, the purposes for which it is processed, and how to raise any questions regarding the Company’s use of the Data. The purpose of this communication is to provide participants with this information. This document constitutes a Notice under the GDPR. Copies of this Notice are also available for viewing online at Fidelity NetBenefits or by request using the contact details set out below. This communication supplements information relating to the use of your Data set out in the relevant agreement, or agreements, including the Non-U.S. Addendum, issued to you under the Plan (the “Agreements”). Should there be any inconsistency between the terms of this Notice and the Agreements relating to the Company’s use of your Data, then this Notice is the document that will apply. The term “Data” as used in this Notice includes your name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality and job title, as well as details of any shares, directorships, awards or any other equity or share rights you may have in the Company (whether awarded, canceled, exercised, vested, unvested or outstanding). Data Controller Entity: The Company is the Data Controller. The Company is a Delaware corporation, with its principal United States office at 575 North Dairy Ashford Road, Suite 100, Houston, Texas 77079 U.S.A. Purposes: Data is held for the exclusive purpose of implementing, administering and managing your participation in the Plan. Legitimate Interests and Legal Basis: The Company holds the Data for the legitimate interests of implementing, administering and maintaining the Plan and each participant's participation in the Plan. Where appropriate, and to the extent that the processing of Data is necessary for the performance of the Company's contractual obligations or rights under the Agreements, the Company may also rely on this aspect as a legal basis for such Page 30 of 36 processing. In some circumstances, for example, when required by law, we may also obtain your consent to process your Data. International Transfers of Data: As the Company is based in the United States and the Agreements are performed in the United States, the Company can only meet its contractual obligations to you under the Agreements if the Data is transferred to the United States. The performance of the contractual obligations of the Company to you is one of the legal bases for the transfer of the Data from the European Union and the United Kingdom to the United States. You should be aware that the United States may have different data privacy laws and protections than the data privacy laws in place in the European Union. Retention Period: Records relating to the Plan are kept on an indefinite basis, as they are part of the statutory records of the Company. Other Recipients: To fulfil its obligations under the Agreements, the Company may share Data with its subsidiary companies who employ participants in the Plan. In addition, Data may be transferred to certain third parties assisting in the implementation, administration and management of the Plan, such as share plan administrators and transfer agents, including Fidelity Brokerage Services LLC. At your instruction, the Data will be shared with a broker or other third party whom you have instructed the Company to deposit shares or other securities acquired upon the vesting of any awards under the Agreements. Data Subject Rights: Participants have a number of rights under the GDPR. Depending upon the circumstances, these may include the right of data portability (where the Company helps a participant move Data to someone else at the participant's request), the right to object to the processing of the Data, the right to require the Company to update and correct the Data, the right to require erasure of the Data and the right for the participant to access and obtain a copy of the Data held by the Company and to require the Company to cease processing it. In addition, you have the right to lodge a complaint with a competent data protection supervisory authority in the EU member state or UK in which you reside or work, or in which you consider that an infringement of the GDPR has occurred. You must understand, however, that any such request may affect your ability to participate in the Plan. For more information on the consequences of your refusal to provide your Data, please contact the Company using the contact details below. Data Security: The Company recognizes the importance of treating Data in a lawful, fair and transparent manner. The Company will apply reasonable organizational and security measures to prevent the unlawful processing and/or the accidental loss or destruction of these materials and, in particular, the personal data contained in them. Contact: If you have any questions concerning this Notice, you should contact [***] by using the following contact details: [***] Page 31 of 36 Appendix B Baker Hughes Company 2026 Long-Term Incentive Plan Information Memorandum Introduction All employees and non-employee directors of Baker Hughes Company (“BH” or “Company”) and its affiliates have the opportunity to be selected to participate in the Company’s 2026 Long Term Incentive Plan (the “Plan”) to obtain rights to shares of BH common stock. Under the Plan, such employees may be granted a stock option (“Option”) that gives them the right to purchase a specified number of shares of BH common stock, provided that certain vesting and other requirements are satisfied, or restricted stock units (“RSUs”) that will enable them to acquire shares of BH common stock. This summary provides details with respect to the Plan. Identification of the Issuer The issuer of the common stock that is offered under the Plan is Baker Hughes Company, a Delaware corporation, whose common stock is traded on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “BKR.” The Company’s address is 575 North Dairy Ashford Road, Suite 100, Houston, TX 77079. Additional information on BH can be found on its website at www.bakerhughes.com. Shareholder disclosures made by the Company with the US Securities and Exchange Commission (the “SEC”) are available on the SEC website (www.sec.gov). Employees may request copies of the filings from investor.relations@bakerhughes.com. Reasons for the Offer The purpose of offers made under the Plan is to encourage selected employees and non-employee directors to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders, and to enhance the ability of the Company and its Subsidiaries to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend. Exemption from the EU Prospectus Regulation To the extent offers of Options, RSUs and other rights under the Plan are offers of securities to the public, BH is exempt from an obligation to publish a prospectus which meets the requirements set forth in Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The Prospectus Regulation exempts offers made in the context of an employee-share scheme within the EEA from the obligation to publish a prospectus if the securities are offered to existing or former directors or employees by their employer and certain other conditions are met, including the availability of a short-form disclosure document (the “Employee-Share Scheme Exemption”). Accordingly, in reliance on the Employee-Share Scheme Exemption, BH has not prepared or filed a prospectus with any competent regulatory authority in the EU or the EEA in relation to offers made under the Plan and no such prospectus has been published in the EU or the EEA. Page 32 of 36 This document does not constitute a prospectus. Instead, this document contains the information that an issuer must make available to its employees when relying on the Employee Exemption. Details of the Offer The Plan authorizes a Committee of the Board of Directors of BH (the “Committee”) to administer the Plan. The Committee has the authority, subject to the terms of the Plan, to: - designate participants; - determine the type or types of awards to be granted to each participant under the Plan and grant awards to such participants; - determine the number of shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) awards; - determine the terms and conditions of any award and of award agreements, and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any award; - determine whether, to what extent, and under what circumstances awards may be settled or exercised in cash, shares, other securities, or other awards, or cancelled, forfeited, suspended or accelerated, and the method or methods by which awards may be settled, exercised, cancelled, forfeited, suspended or accelerated; - determine whether, to what extent, and under what circumstances cash, shares, other securities, other awards, and other amounts payable with respect to an award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; - interpret and administer the Plan and any instrument or agreement relating to, or award made under, the Plan; - establish, amend, suspend, or waive such rules and guidelines; - appoint such agents as it shall deem appropriate for the proper administration of the Plan; - make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and - correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any award in the manner and to the extent it shall deem desirable to carry the Plan into effect. Page 33 of 36 The Committee is authorised to interpret the Plan and to provide for special terms for any Options, RSUs or other awards granted to employees who are foreign nationals or who are employed by the Company or any of its affiliates outside of the United States. Currently, the Company is granting only Options and RSUs outside of the United States. As a result, the details of the offer of Options and RSUs may vary slightly between countries to reflect any special terms adopted by the Committee, as will be set forth in the grant materials provided to employees. Addressees of the Offer The offer of Options and RSUs under the Plan will be made to employees of BH and its affiliates, who are eligible to receive awards under the terms of the Plan and who are selected by the Committee. Time Frame of the Offer Periodically, the Company will offer awards, including Options and RSUs, under the Plan to eligible employees who have been selected by the Committee. Any employee receiving an award will be provided with a written agreement detailing the terms and conditions of the grant. Employees granted Options and RSUs (“Participants”) who remain in the continuous employ of the Company or one of its affiliates may generally exercise their Options and vest in their RSUs and thereby acquire BH common stock after the end of a vesting period. All Options must be exercised prior to their termination. Minimum and Maximum Amount of Orders The number of shares of common stock subject to an Option will be set out in a stock option agreement that is provided to employees who receive an offer of an Option under the Plan. The maximum aggregate number of shares that may be subject to awards under the Plan shall not exceed 9,500,000 shares, less (i) the number of shares granted under the Baker Hughes Company 2021 Long-Term Incentive Plan after March 16, 2026, plus the number of shares that remained available for future awards under the 2021 Long-Term Incentive Plan as of March 16, 2026, subject to the adjustment and replenishment provisions of the Plan. There is no minimum number of shares that must be granted under an Option. At the time a Participant exercises an Option, the Option may be exercised for all or part of the number of shares of common stock covered by the Option. The number of shares subject to an RSU will be set out in a restricted share unit agreement that is provided to employees who receive an offer of an RSU under the Plan. There is no minimum number of shares that must be granted pursuant to an RSU. Nature of the Offer An Option granted under the Plan gives the Participant the right, but not the obligation, to purchase shares of BH common stock at a fixed Option Price (as defined below). The Options may be exercised once the vesting period is satisfied and any other conditions are met. During the Option vesting period, the Participant must generally remain in the continuous employ of the Company or one of its affiliates. Once an Option is vested, it may be exercised by the Participant, subject to the terms of the Plan. An RSU granted under the Plan represents the Company’s unsecured promise to issue one share of BH common stock to the Participant. During the RSU vesting period, the Participant must remain in the Page 34 of 36 continuous employ of the Company or one of its affiliates. Please consult the actual terms and conditions included in the relevant RSU grant materials for further details. Participants will generally not be required to pay any consideration to receive the shares issuable once an RSU is vested. Stock Options, RSUs and any benefits or proceeds the Participant may receive thereunder shall be subject to recoupment as provided in Section 6(h)(x) of the Plan. The Option or RSU generally may not be transferred and may be exercised by or vest in the Participant only. The Participant may freely transfer the shares of BH common stock acquired upon exercise of the Option or vesting of the RSUs. Further, Options and RSUs are granted to Participants in the sole discretion of the Committee. No employee shall have the right to be selected to receive an Option, RSU or any other award under the Plan or, having been so selected, to receive a future Option or RSU. Options and RSUs are granted by BH and neither award creates an employment contract nor constitutes any part of a Participant’s employment contract with the Company or any subsidiary of the Company. Option Price The price of each share of BH common stock subject to an Option (the “Option Price”) will be fixed by the Committee at the time the Option is granted. The Option Price will be not less than 100% of the fair market value of a share of the Company’s common stock on the date that the Options are granted. The Option Price may be adjusted in the event of a reorganization or change in capitalization of the Company, as set forth in the Plan. Information on the current fair market value of the Company’s shares can be found on the BH website at https://www.bakerhughes.com. Participants will not be required to pay any cash consideration to receive shares upon vesting of RSUs. Termination, Suspension or Amendment of the Plan BH may at any time repeal the Plan or amend it within the limits set forth in the Plan. Number and Nature of the Securities Offered Options and RSUs over shares of BH common stock will not be granted in excess of the available share limitations set forth in the Plan. Up to 9,500,000 shares, less (i) the number of shares granted under the Baker Hughes Company 2021 Long-Term Incentive Plan after March 16, 2026, plus the number of shares that remained available for future awards under the 2021 Long-Term Incentive Plan as of March 16, 2026 and prior to the effective date. The shares are traded on the Nasdaq. Summary of the Rights Attached to the Shares The shares delivered to Participants upon exercise of Options and at the vesting of RSUs granted under the Plan are shares of common stock in the Company, which will allow Participants to participate in: Page 35 of 36 Dividends – When the Company announces its financial results, it may decide to give a portion of its profits back to shareholders in the form of dividends. Voting – As a shareholder, a Participant will be entitled to vote at the Company’s general meetings where each of his or her shares will count as one vote. Further, once a shareholder, a Participant will have the right to receive certain information from the Company, such as the Company’s annual report to shareholders. Information on the Plan Further information on the Plan can be found on the Company’s internal intranet. Requests for information about the Plan should be directed to: Baker Hughes Company [***] 575 North Dairy Ashford Road, Suite 100, Houston, TX 77079 [***] [***] Baker Hughes Company Page 36 of 36 --- ## EX-22.1 SEC source: [bkr20260630exhibit221.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit221.htm) Exhibit 22.1 BAKER HUGHES COMPANY SUBSIDIARY GUARANTORS OF REGISTERED SECURITIES The below chart lists the subsidiaries of Baker Hughes Company that are obligors of the 2.061% Senior Notes due December 2026 (the “December 2026 Senior Notes”), 3.337% Senior Notes due December 2027 (the “December 2027 Senior Notes”), 4.050% Senior Notes due March 2029 (the “March 2029 Senior Notes”), 3.138% Senior Notes due November 2029 (the “November 2029 Senior Notes”), 3.226% Senior Notes due March 2030 (the “March 2030 Senior Notes”), 4.486% Senior Notes due May 2030 (the “May 2030 Senior Notes”), 4.350% Senior Notes due June 2031 (the “June 2031 Senior Notes”), 4.650% Senior Notes due June 2033 (the “June 2033 Senior Notes”), 3.812% Senior Notes due March 2034 (the “March 2034 Senior Notes”), 5.000% Senior Notes due June 2036 (the “June 2036 Senior Notes”), 4.193% Senior Notes due March 2038 (the “March 2038 Senior Notes”), 5.125% Notes due September 2040 (the “September 2040 Senior Notes”), 4.737% Senior Notes due March 2046 (the “March 2046 Senior Notes”), 4.080% Senior Notes due December 2047 (the “December 2047 Senior Notes”), 5.850% Senior Notes due June 2056 (the “June 2056 Senior Notes”) and the 6.875% Notes due January 2029 (the “January 2029 Notes”) outstanding as of June 30, 2026. Name of Subsidiary Jurisdiction of Formation Role Baker Hughes Holdings LLC (formerly Baker Hughes, a GE company, LLC) Delaware Obligor Baker Hughes Co-Obligor, Inc. Delaware Obligor The December 2026 Senior Notes, the December 2027 Senior Notes, the November 2029 Senior Notes, the May 2030 Senior Notes, the September 2040 Senior Notes, and the December 2047 Senior Notes are each fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes Company pursuant to that Seventh Supplemental Indenture, dated as of December 31, 2023, to the Indenture, dated as of October 28, 2008, as the same may be amended and supplemented from time to time (the “2008 Indenture”). The March 2030 Senior Notes, the March 2034 Senior Notes, the March 2038 Senior Notes, and the March 2046 Senior Notes are each fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes Company pursuant to that Eighth Supplemental Indenture, dated as of March 11, 2026, to the 2008 Indenture. The March 2029 Senior Notes, the June 2031 Senior Notes, the June 2033 Senior Notes, the June 2036 Senior Notes, and the June 2056 Senior Notes are each fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes Company pursuant to that Ninth Supplemental Indenture, dated as of March 11, 2026, to the 2008 Indenture. The January 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Baker Hughes Company pursuant to that Second Supplemental Indenture, dated as of December 31, 2023, to the Indenture, dated as of May 15, 1991, as the same may be amended and supplemented from time to time. --- ## EX-31.1 SEC source: [bkr20260630exhibit311.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit311.htm) Exhibit 31.1 CERTIFICATION I, Lorenzo Simonelli, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Baker Hughes Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: July 27, 2026 By: /s/ Lorenzo Simonelli Lorenzo Simonelli President and Chief Executive Officer --- ## EX-31.2 SEC source: [bkr20260630exhibit312.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr20260630exhibit312.htm) Exhibit 31.2 CERTIFICATION I, Ahmed Moghal, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Baker Hughes Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: July 27, 2026 By: /s/ Ahmed Moghal Ahmed Moghal Executive Vice President and Chief Financial Officer --- ## EX-32 SEC source: [bkr2026036310exhibit32.htm](https://www.sec.gov/Archives/edgar/data/1701605/000170160526000023/bkr2026036310exhibit32.htm) Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Baker Hughes Company (the “Company”) on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Lorenzo Simonelli, President and Chief Executive Officer of the Company, and Ahmed Moghal, the Executive Vice President and Chief Financial Officer of the Company, each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (i)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (ii)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. The certification is given to the knowledge of the undersigned. /s/ Lorenzo Simonelli Name: Lorenzo Simonelli Title: President and Chief Executive Officer Date: July 27, 2026 /s/ Ahmed Moghal Name: Ahmed Moghal Title: Executive Vice President and Chief Financial Officer Date: July 27, 2026