Chart Industries SEC Filings

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.

Linda S. Harty, a director of Chart Industries, Inc. (GTLS), reported a grant of 199 shares of common stock on 10/01/2025 under the Chart Industries, Inc. 2024 Omnibus Equity Plan. The shares were issued in an exempt transaction pursuant to a stock award agreement and show a reported price of $0. Following the award, the Form 4 lists total common shares beneficially owned as 12,402. The filing is signed on behalf of Ms. Harty by her attorney-in-fact on 10/03/2025.

Spencer S. Stiles, a director of Chart Industries, Inc. (GTLS), was granted 199 shares of common stock on 10/01/2025 under the Chart Industries, Inc. 2024 Omnibus Equity Plan. The award was made in an exempt transaction and the shares were deferred under the stock award agreement until a future date. Following the grant, Mr. Stiles beneficially owns 2,869 shares. The Form 4 was signed on behalf of Mr. Stiles and filed on 10/03/2025.

Chart Industries, Inc. (GTLS) director and chair Andrew R. Cichocki received 199 shares of common stock on 10/01/2025 in an exempt grant under the Chart Industries, Inc. 2024 Omnibus Equity Plan. The award was granted pursuant to a stock award agreement and was deferred under that agreement until a future date.

After the reported transaction, Mr. Cichocki beneficially owns 3,269 shares of Chart common stock. The Form 4 was signed on behalf of Mr. Cichocki by his attorney-in-fact and filed with the SEC showing his roles as Chair of the Board and an officer.

Chart Industries disclosed that it received multiple acquisition approaches and has mailed a definitive proxy statement for a special meeting on October 6, 2025, relating to a previously announced merger. The company describes a preliminary, non-binding all-stock proposal from Baker Hughes offering 5.241 shares of Baker Hughes common stock for each Chart share (implying Chart stockholders would own ~20% of the combined company) and an unsolicited all-cash proposal at $210 per Chart share. The $210 cash proposal implied an equity value of $10.1 billion and a total enterprise value of $13.6 billion, representing a 30% premium over Chart’s unaffected share price before the Flowserve Agreement announcement.

The filing notes that Morgan Stanley and Wells Fargo advised the board, targeted outreach to potential strategic partners occurred, and management provided financial projections used by advisors that relied on an estimated 48,173,000 fully diluted share count. Chart states it denies allegations in demand letters and litigation and made supplemental disclosures without admitting materiality. The proposals differed on treatment of management and contingencies such as due diligence, financing and reimbursement of certain termination fees.

Chart Industries agreed to be acquired by Baker Hughes in a transaction where Chart stockholders will receive $210 per share in cash. The Chart Board unanimously approved termination of a prior Flowserve agreement and execution of the Merger Agreement with Baker Hughes, which includes Chart paying a $250 million termination fee plus $16 million in expenses (total $266 million), of which Baker Hughes will fund $258 million and Chart $8 million. Outstanding Chart equity awards will be cashed out or converted: options with exercise price >= Merger Consideration canceled, RSUs converted into right to receive the Merger Consideration, and PSUs vest pro rata and convert to cash. The Merger requires regulatory approvals and may be extended in six-month increments up to an outside date of July 28, 2027. A Special Meeting of Chart stockholders is scheduled for October 6, 2025 with voting deadlines noted.

Chart Industries, Inc. is being acquired by Baker Hughes in an all-cash transaction. The preliminary proxy describes a Merger Agreement under which Chart stockholders will receive $210.00 per share in cash and Chart will become a wholly owned subsidiary of Baker Hughes. The proxy seeks stockholder approval of the Merger Proposal, a non-binding advisory vote on executive compensation related to the Merger and authority to adjourn the special meeting if additional votes are needed. The filing discloses treatment of equity awards (options with exercise prices at or above the Merger consideration cancelled for no consideration; restricted stock units converted to the right to receive the Merger consideration; performance stock units vest pro rata with performance deemed at the greater of target or actual achievement). It discloses a termination framework with the prior Flowserve agreement requiring a $250 million termination fee plus $16 million of expenses (total $266 million), of which Baker Hughes agreed to fund $258 million on Chart’s behalf and Chart to fund $8 million. The proxy addresses regulatory approval processes, potential closing date extensions (up to a final outside date of July 28, 2027), and certain estimated executive payments and benefits shown in tabular form.

Gerald F. Vinci, Vice President and Chief Human Resources Officer of Chart Industries, Inc. (GTLS), reported a Form 4 filing disclosing a small disposition of company common stock on 08/22/2025. Mr. Vinci surrendered 632 shares to satisfy tax withholding obligations in an exempt Rule 16b-3 transaction at an effective price of $197.46 per share. After the withholding sale, he directly beneficially owned 21,996 shares and his spouse held an indirect interest in 475 shares.

The filing was signed by an attorney-in-fact on Mr. Vinci’s behalf on 08/26/2025. The disclosure identifies his role as an officer (VP & Chief Human Resources Officer) and indicates this Form 4 was filed by a single reporting person.