v3.26.3
Related Party Transactions
 6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Related Party Transaction [Line Items]    
Related Party Transactions
17. Related party transactions
The following tables set forth a summary of transactions and balances with significant related parties:
 
             
(in thousands)  
Baker
Hughes
Holdings
LLC
    
Akastor
AS
    
Other
Baker
Hughes
companies
    
Other
Akastor
companies
    
Tanajib
Holding
Company
     Total  
Condensed Consolidated Statements of Income
 
Three Months Ended June 30, 2026
            
Revenue
   $ —     $ —     $ 47     $ 513     $ —     $ 560  
Interest expense, net
     (49 )      (13 )      —       —       —       (62 ) 
Six Months Ended June 30, 2026
            
Revenue
   $ —     $ —     $ 175     $ 712     $ —     $ 887  
Interest expense, net
     (2,182 )      (538 )      —       —       —       (2,720 ) 
Condensed Consolidated Balance Sheets
 
As of June 30, 2026
            
Related party accounts receivable
   $ —     $ —     $ 1,305     $ 300     $ —     $ 1,605  
Related party notes receivable—current
     —       1,544       —       —       2,813       4,357  
Related party notes receivable
     —       19,056       —       —       3,600       22,656  
Accounts payable—related party
     —       —       —       13       —       13  
Tax receivable agreement liability
     1,880       —       —       1,880       —       3,760  
Other liabilities
     384       7,907       —       —       —       8,291  
 
  
 
             
(in thousands)
  
Baker
Hughes
Holdings
LLC
    
Akastor
AS
    
Other
Baker
Hughes
companies
    
Other
Akastor
companies
    
Tanajib
Holding
Company
    
Total
  
Condensed Consolidated Statements of Income
 
Three Months Ended June 30, 2025
            
Revenue
   $ —     $ —     $ 49     $ 113     $ —     $ 162  
Interest expense, net
     (2,031 )      (486 )      —       —       —       (2,517 ) 
Six Months Ended June 30, 2025
            
Revenue
   $ —     $ —     $ 74     $ 178     $ —     $ 252  
Interest expense, net
     (4,001 )      (956 )      —       —       —       (4,957 ) 
Condensed Consolidated Balance Sheets
 
As of December 31, 2025
            
Related party accounts receivable
   $ —     $ 424     $ 942     $ 133     $ —     $ 1,499  
Related party notes receivable—current
     —       1,544       —       —       2,109       3,653  
Related party notes receivable
     4,654       24,545       —       —       4,405       33,604  
Accounts payable—related party
     —       —       102       5       —       107  
Long-term debt, net—related party
     112,471       31,261       —       —       —       143,732  
Other liabilities
     384       7,907       —       —       —       8,291  
 
  
  
HMH Holding BV And Subsidiaries [Member]    
Related Party Transaction [Line Items]    
Related Party Transactions  
18. Related party transactions
Related party relationships are those involving control (either direct or indirect), joint control or significant influence. Related parties are in a position to enter into transactions with the Company that would not be undertaken between unrelated parties. All transactions with related parties to the Company have been based on arm’s length terms (unless disclosed differently).
The Company is a parent company that controls 25 companies around the world. Any transactions between the parent company and the subsidiaries are eliminated in the consolidated financial statements.
The Company is a joint venture by Akastor and Baker Hughes. The shareholders are Baker Hughes Holdings LLC (50%), Akastor AS (25%) and Mercury HoldCo Inc. (25%).
The related parties for the Company are the shareholders and the entities in Akastor and Baker Hughes.
The following table sets forth a summary of transactions and balances with significant related parties as of December 31, 2025 and 2024:
 
             
    
Baker
Hughes
Holdings
LLC
    
Akastor
AS
    
Other
Baker
Hughes
companies
    
Other
Akastor
companies
    
Tanajib
Holding
Company
     Total  
For the year ended December 31, 2025
            
Consolidated statement of income
            
Revenue
   $ —     $ —     $ 130     $ 315     $  —     $ 445  
Interest expense, net
     (8,232 )      (1,986 )      —       —       —       (10,218 ) 
As of December 31, 2025
            
Consolidated balance sheet
            
Related party accounts receivable
     —       424       942       133       —       1,499  
Related party notes receivable—current
     —       1,544       —       —       2,109       3,653  
Related party notes receivable
     4,654       24,545       —       —       4,405       33,604  
Accounts payable—related party
     —       —       102       5       —       107  
Long-term debt, net—related party
     112,471       31,261       —       —       —       143,732  
Other liabilities
     384       7,907       —       —       —       8,291  
 
  
 
             
    
Baker
Hughes
Holdings
LLC
    
Akastor
AS
    
Other
Baker
Hughes
companies
    
Other
Akastor
companies
    
Tanajib
Holding
Company
    
Total
  
For the year ended December 31, 2024
            
Consolidated statement of income
            
Revenue
   $ —     $ 3,406     $ 132     $ 77     $  —    
$
3,615
 
Interest expense, net
     (7,616 )      (1,686 )      —       —       —    
 
(9,302
) 
As of December 31, 2024
            
Consolidated balance sheet
            
Related party accounts receivable
     —       1,136       974       —       222    
 
2,332
 
Related party notes receivable—current
     —       1,500       —       —       2,179    
 
3,679
 
Related party notes receivable
     4,299       22,694       —       —       4,754    
 
31,747
 
Accounts payable—related party
     —       —       69       124       358    
 
551
 
Long-term debt, net—related party
     103,767       28,143       —       —       —    
 
131,910
 
Other liabilities
     514       8,162       —       —       —    
 
8,676
 
 
  
Related party transactions
Shareholder Notes
On March 17, 2023, the Company entered into a note with Baker Hughes Holdings LLC and Akastor AS (as amended, the “Shareholder Notes”) whereby the Company extended credit in the principal amount of $3.45 million to Baker Hughes Holdings LLC and $3.49 million to Akastor AS. The Shareholder Notes mature on the earliest to occur of December 18, 2028 or a liquidation event (as defined in the Shareholder Loan Agreement) such as the consummation of HMH Holding Inc.’s initial public offering and accrue interest at a rate of 8.0% per annum. Subject to certain notice requirements, Baker Hughes Holdings LLC and Akastor AS may voluntarily prepay the Shareholder Notes in whole or in part without premium or penalty. There is no right of
set-off
against the Shareholder Loans.
Baker Hughes
License agreements
On October 1, 2021, in connection with the formation of the Company, the Company entered into w
orld
wide,
ful
ly paid, nontransferable and
non-sublicensable
license agreements with a subsidiary of Baker Hughes giving the Company a limited right to use the terms Vetco
™
and VetcoGray
™
as trademarks on certain products traditionally sold under those trademarks and certain other intellectual property rights relating to certain of Baker Hughes’s intellectual property related to the Subsea Drilling Systems pressure control business that Baker Hughes contributed to the Company at the time of the Company’s formation. The license agreement relating to other intellectual property rights is perpetual in term, and the trademark license agreement relating to use of the terms Vetco
™
and Vetco Gray
™
has an initial five-year term that is renewable by the Company for successive five-year terms as long as the trademarks remain in use for the products traditionally sold under those trademarks.
Remarketing agreement
On October 1, 2021, in connection with the formation of the Company, the Company entered into a remarketing agreement with Baker Hughes relating to certain BOPs, their associated control systems and other personal property. Such equipment is currently subject to a lease between two unrelated third parties, and the lessor of such equipment has the right to return such equipment to Baker Hughes at the end of the lease term. In the
 
event such equipment is returned to Baker Hughes, the Company has agreed to provide certain services to Baker Hughes with respect to the sale, leasing or remarketing of such equipment in exchange for reimbursement of
out-of-pocket
costs and expenses.
Akastor
Step Oiltools
In connection with the formation of the Company and pursuant to that certain transaction agreement by and between Akastor and Baker Hughes, dated as of March 2, 2021, as amended on April 27, 2021, September 30, 2021 and September 23, 2022 (the “JV Transaction Agreement”), to which the Company became a party pursuant to a joinder agreement dated as of October 1, 2021, and that certain share purchase agreement by and between Akastor AS and MHWirth AS, dated as of October 1, 2021, Akastor and Baker Hughes agreed that the contribution of one of Akastor’s subsidiaries, Step Oiltools, would be made on a delayed basis until certain Russian regulatory approvals were obtained. Subsequently, Step Oiltools’ business activities were significantly impacted by the Russian invasion of Ukraine, and it was decided that Step Oiltools would be liquidated. The parties agreed to cease seeking regulatory approval for the sale and to settle a seller’s credit in the amount of approximately $16.0 million, payable by Akastor to the Company, in exchange for Akastor transferring to the Company the proceeds from the Step Oiltools liquidation. The Company’s management has assessed the expected net proceeds from the liquidation of Step Oiltools during 2023 and does not believe that such proceeds would yield net cash flows equal to the original seller’s credit receivable from Akastor and, as such, recorded a
one-time
charge of $16.0 million in 2023. The fair value of the receivable has been remeasured to zero as of December 31, 2025 and 2024.
Payment of pension benefits
Pursuant to the JV Transaction Agreement, as part of its contribution to the Company at the time of the Company’s formation, Akastor agreed to pay certain
carved-out
pension liabilities existing in MHWirth AS prior to its contribution to the Company until such time as Akastor owns less than 5% of the Company’s equity interests, at which time Akastor will be obligated to pay all estimated remaining and unpaid pension costs. The Company estimated the value of such remaining and unpaid pension costs to be $18.4 million and $18.5 million as of December 31, 2025 and 2024, respectively, and the Company recorded a receivable of $21.4 million and $19.9 million as of December 31, 2025 and 2024, respectively, related to such pension payments from Akastor, which is reduced in line with pension payments to former employees in 2025 and 2024. The difference between unpaid pension costs and receivable is due to the timing of payments made to pensioners and pension payments received from Akastor by the Company.
Financial guarantees
As of December 31, 2025, Akastor had issued financial guarantees of approximately $5.0 million in favor of MHWirth AS, a wholly owned subsidiary of the Company, for fulfillment of certain lease obligations and performance under certain operational support frame agreements.
Indemnification asset
The Company obtained an indemnification asset that is related to the pension liabilities Akastor sold to the Company. As a result, Akastor is contractually obligated to indemnify the Company for that specific liability. An asset was recognized at the same time and measured using the same measurement basis as the liability. This ensured that both the asset and the liability were measured on a consistent basis using similar assumptions.
After initial recognition, an indemnification asset continues to be measured based on the assumptions used to measure the related liability, subject to management’s assessment of collectability of the asset, limited to the amount of the liability to which it relates. As the receivable offsets the liability movement and thus reflecting that the Company is being compensated for this by Akastor, the pension receivable is also remeasured at each reporting date. Therefore, the receivable is accounted for in a similar way in the consolidated statements of income. The indemnification asset is included in related party notes receivable—current and related party notes receivable on the consolidated balance sheets.