Welcome to our dedicated page for Chart Industries SEC filings (Ticker: GTLS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Chart Industries (GTLS) announced that President and CEO Jillian Evanko will resign from her roles and from the Board effective January 6, 2026, as the company works toward its proposed merger with Baker Hughes. The Board plans to appoint an interim CEO from within the organization before that date. Evanko will serve as a non-employee Senior Advisor from the transition date until the earlier of the merger closing or termination of the merger agreement, focusing on merger-related support and leadership transition.
Subject to completion of the merger, she will receive a one-time cash fee equal to $1,000,000 per month of the Senior Advisor term, with a minimum of $4,000,000 and a maximum of $9,000,000. She remains eligible for a 2025 annual bonus but will not receive a 2026 bonus, and all equity award vesting stops at the transition date. Chart also amended change-in-control employment agreements for several senior executives, generally increasing cash severance to 200% of base salary and target bonus for three executives and 150% for another, plus extended health-benefit subsidy periods, contingent on qualifying terminations after a change in control.
Chart Industries (GTLS)117 shares of common stock at $202.94 per share, coded “F,” which indicates shares were withheld to satisfy taxes in an exempt transaction under Rule 16b-3. Following this transaction, the officer beneficially owns 1,853 shares, held directly. This is an administrative Form 4 update reflecting equity award taxation rather than a market sale.
Chart Industries (GTLS) announced a key regulatory milestone in its pending sale to Baker Hughes: the Hart-Scott-Rodino (HSR) waiting period expired at 11:59 p.m. Eastern Time on November 6, 2025. This satisfies one of the conditions to closing under the merger agreement in which Baker Hughes will acquire Chart via a merger with a wholly owned subsidiary, with Chart surviving as an indirect subsidiary of Baker Hughes.
Both parties continue to expect the merger to close in mid-year 2026, subject to customary conditions and receipt of the remaining applicable regulatory approvals.
FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 725,917.91 shares of Chart Industries (GTLS)1.6% of the class as of 09/30/2025. FMR LLC reports sole voting power over 700,489 shares and sole dispositive power over 725,917.91 shares.
Abigail P. Johnson is also a reporting person, with sole dispositive power over 725,917.91 shares and no voting power. The filing notes ownership of 5 percent or less of the class and includes a certification that the securities are held in the ordinary course and not to influence control. One or more other persons may have rights to dividends or sale proceeds; none exceeds five percent.
Chart Industries (GTLS) filed its Q3 2025 10‑Q and updated on its pending merger. Sales were $1,100.6 million versus $1,062.5 million a year ago, with gross profit of $375.2 million. The quarter swung to an operating loss of $88.5 million driven by a $266.0 million termination fee expense tied to ending the Flowserve deal. Net loss attributable to Chart was $138.5 million compared with income of $69.0 million last year; diluted EPS was $(3.23).
Cash and cash equivalents were $399.2 million, up from $308.6 million at year‑end, and net cash provided by operating activities was $205.9 million for the nine months. Long‑term debt was $3,649.3 million. Remaining performance obligations totaled $6,049.5 million, with 53% expected to be recognized over the next 12 months.
On July 28, 2025, Chart agreed to be acquired by Baker Hughes for $210.00 per share in cash; stockholders approved the merger on October 6, 2025, with closing subject to regulatory clearances and other conditions. Baker Hughes paid $258 million of the Flowserve termination payment on Chart’s behalf, while Chart paid $8 million.
Chart Industries, Inc. (GTLS) furnished its quarterly results press release. On October 29, 2025, the company announced financial results for the third quarter ended September 30, 2025, via a news release furnished as Exhibit 99.1 under Item 2.02.
The release includes non-GAAP financial measures with reconciliations to the most comparable GAAP measures. The information was furnished, not filed, under the Exchange Act and is not subject to Section 18 liability, nor incorporated by reference except as specifically stated.
Chart Industries (GTLS) reported an insider equity award. On October 1, 2025, a director received 199 shares of common stock at $0 in an exempt transaction under the 2024 Omnibus Equity Plan, with delivery deferred until a future date.
Following this grant, the director beneficially owns 3,369 shares, held directly. This filing reflects a routine stock award rather than an open‑market purchase.
Reporting person Paula Harris, a director of Chart Industries, Inc. (GTLS), received 199 shares of common stock on
David M. Sagehorn, a director of Chart Industries, Inc. (GTLS), was granted 199 shares of common stock on 10/01/2025 in an exempt transaction under the Chart Industries, Inc. 2024 Omnibus Equity Plan. After the grant, Mr. Sagehorn directly beneficially owns 7,272 shares and indirectly owns 300 shares through a trust. The Form 4 was signed on behalf of Mr. Sagehorn by an attorney-in-fact on 10/03/2025. The filing reports the equity award as compensation-related and lists the transaction price as $0, consistent with a stock award grant rather than a purchased share. No additional derivative transactions or amendments are disclosed in this filing.
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