Chart Industries (NYSE: GTLS) swings to Q1 2026 loss as margins and cash flow weaken
Filing Impact
Filing Sentiment
Form Type
10-Q
Chart Industries reported weaker first-quarter 2026 results, swinging to a net loss attributable to common shareholders of $17.1 million, or $(0.36) per share, compared with net income of $42.7 million, or $0.95 per share, a year earlier.
Sales fell 11.7% to $884.8 million, with declines across all four segments. Gross margin compressed from 33.9% to 28.4% as lower volumes, unfavorable mix, higher material and labor costs, and tariffs pressured profitability. Operating income dropped from $152.3 million to $52.6 million.
Cash used in operating activities increased to $248.0 million from $60.0 million, driven mainly by working capital movements, while cash and equivalents fell to $269.4 million. Long-term debt rose to $3.79 billion. Backlog remained strong at $6,282.9 million, and orders were $1,280.3 million, slightly below the prior year. The company also highlighted its pending all-cash merger with Baker Hughes at $210.00 per share, subject to regulatory approvals.
Positive
- Backlog growth: Remaining performance obligations were $6,282.9 million as of March 31, 2026, up from $5,143.6 million a year earlier, providing multi-year revenue visibility.
- Pending all-cash buyout: The company has an approved merger agreement under which each Chart common share will be converted into the right to receive $210.00 in cash, subject to regulatory and other closing conditions.
Negative
- Earnings deterioration: Net income attributable to common shareholders declined from $42.7 million (EPS $0.95) to a net loss of $17.1 million (EPS $(0.36)) year over year.
- Margin compression: Gross margin decreased from 33.9% to 28.4%, with segment-level margin declines driven by lower volumes, unfavorable mix, and higher costs, including tariffs.
- Weak cash flow: Cash used in operating activities increased to $248.0 million from $60.0 million, while cash and equivalents fell to $269.4 million amid significant working capital outflows.
- High leverage: Total debt, net of issuance costs, was $3.79 billion, with quarterly net interest expense of $73.0 million, limiting financial flexibility if operating softness persists.
Insights
Margins, earnings and cash flow deteriorated meaningfully despite a strong backlog.
Chart Industries moved from profitability to a first-quarter net loss as sales declined across all segments and gross margin fell from 33.9% to 28.4%. Operating income dropped by $99.7 million to $52.6 million, reflecting weaker volumes and less favorable product mix.
Cash generation was notably weaker: operating activities used $248.0 million versus $60.0 million a year earlier, while cash and equivalents slipped to $269.4 million. Long-term debt increased to $3.79 billion, and net interest expense remained high at $73.0 million, underscoring a leveraged capital structure.
On the strategic side, backlog reached $6,282.9 million, up from $5,143.6 million, indicating multi-year revenue visibility. The pending $210.00-per-share all-cash acquisition by Baker Hughes, already approved by Chart shareholders, remains subject to regulatory clearances, and future filings may update on timing and any termination fee outcomes.
Key Figures
Sales: $884.8 million
Net (loss) income attributable to Chart common shareholders: $(17.1) million
Diluted EPS: $(0.36) per share
+5 more
8 metrics
Sales
$884.8 million
Three months ended March 31, 2026
Net (loss) income attributable to Chart common shareholders
$(17.1) million
Three months ended March 31, 2026
Diluted EPS
$(0.36) per share
Three months ended March 31, 2026
Gross margin
28.4%
Q1 2026 consolidated
Cash used in operating activities
$248.0 million
Three months ended March 31, 2026
Cash and cash equivalents
$269.4 million
As of March 31, 2026
Total debt, net
$3.79 billion
As of March 31, 2026
Remaining performance obligations
$6,282.9 million
As of March 31, 2026
Key Terms
Remaining performance obligations, Mandatory Convertible Preferred Stock, Net investment hedge, Senior secured revolving credit facility, +2 more
6 terms
Remaining performance obligations financial
"As of March 31, 2026, the estimated revenue expected to be recognized in the future related to remaining performance obligations was $6,282.9."
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
Mandatory Convertible Preferred Stock financial
"We previously had 8.050 million depositary shares outstanding, each representing a 1/20th interest in a share of Chart’s 6.75% Series B Mandatory Convertible Preferred Stock."
A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.
Net investment hedge financial
"We utilize a combination of cross-currency swaps ... as a net investment hedge of a portion of our investments in certain international subsidiaries."
Senior secured revolving credit facility financial
"The Credit Agreement provides for a senior secured revolving credit facility (the “SSRCF”), which matures on April 6, 2029."
A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.
Effective income tax rate financial
"Income tax (benefit) expense ... represents taxes on both U.S. and foreign earnings at a consolidated effective income tax rate of 46.8% and 24.5%, respectively."
The effective income tax rate is the share of a company’s pre-tax profit that it actually pays in income taxes, calculated by dividing total tax expense by pre-tax income. For investors, it shows how much tax reduces a company’s earnings — like knowing the difference between a car’s sticker price and what you actually pay after fees and discounts — and helps compare profitability and cash available for growth or dividends.
Termination fee expense financial
"As a result, we recorded $266 million to termination fee expense during the third quarter of 2025."
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 March 31, 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: 1-11442
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of principal executive offices) (ZIP Code)
(281 ) 364-8700
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 x No o
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 and post such files). Yes x No o
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.
x | 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 Act). Yes ☐ No x
As of May 7, 2026, there were 47,869,076 outstanding shares of the Company’s common stock, par value $0.01 per share.
CHART INDUSTRIES, INC.
INDEX
Part I. Financial Information | |||||
Item 1. Financial Statements | Page | ||||
Condensed Consolidated Balance Sheets | 3 | ||||
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income | 4 | ||||
Condensed Consolidated Statements of Cash Flows | 6 | ||||
Condensed Consolidated Statements of Equity | 7 | ||||
Notes to the Unaudited Condensed Consolidated Financial Statements | 8 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 35 | ||||
Item 4. Controls and Procedures | 35 | ||||
Part II. Other Information | |||||
Item 1. Legal Proceedings | 36 | ||||
Item 1A. Risk Factors | 36 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 37 | ||||
Item 4. Mine Safety Disclosures | 37 | ||||
Item 5. Other Information | 37 | ||||
Item 6. Exhibits | 38 | ||||
Signatures | 39 | ||||
2
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in millions, except per share amounts)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Unbilled contract revenue | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Identifiable intangible assets, net | |||||||||||
| Other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Customer advances and billings in excess of contract revenue | |||||||||||
| Accrued interest | |||||||||||
| Termination fee paid by Baker Hughes Company | |||||||||||
| Other current liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Equity | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock; | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total Chart Industries, Inc. Shareholders’ Equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Equity | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
3
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Sales | $ | $ | |||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||
| (Loss) income from continuing operations before income taxes and equity in loss of unconsolidated affiliates, net | ( | ||||||||||||||||||||||
| Income tax (benefit) expense | ( | ||||||||||||||||||||||
| (Loss) income from continuing operations before equity in loss of unconsolidated affiliates, net | ( | ||||||||||||||||||||||
| Equity in loss of unconsolidated affiliates, net | ( | ||||||||||||||||||||||
| Net (loss) income from continuing operations | ( | ||||||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net (loss) income | ( | ||||||||||||||||||||||
| Less: Income attributable to noncontrolling interests of continuing operations, net of taxes | |||||||||||||||||||||||
| Net (loss) income attributable to Chart Industries, Inc. | $ | ( | $ | ||||||||||||||||||||
4
Table of Contents
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Amounts attributable to Chart common shareholders | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | ( | $ | ||||||||||||||||||||
| Less: Mandatory convertible preferred stock dividend requirement | |||||||||||||||||||||||
| (Loss) income from continuing operations attributable to Chart | ( | ||||||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net (loss) income attributable to Chart common shareholders | $ | ( | $ | ||||||||||||||||||||
| Basic earnings per common share attributable to Chart Industries, Inc. | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | ( | $ | ||||||||||||||||||||
| Loss from discontinued operations | ( | ||||||||||||||||||||||
| Net (loss) income attributable to Chart Industries, Inc. | $ | ( | $ | ||||||||||||||||||||
| Diluted earnings per common share attributable to Chart Industries, Inc. | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | ( | $ | ||||||||||||||||||||
| Loss from discontinued operations | ( | ||||||||||||||||||||||
| Net (loss) income attributable to Chart Industries, Inc. | $ | ( | $ | ||||||||||||||||||||
| Weighted-average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments, net | ( | ||||||||||||||||||||||
| Pension liability adjustments, net of taxes | ( | ||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ||||||||||||||||||||||
| Comprehensive (loss) income, net of taxes | ( | ||||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests, net of taxes | |||||||||||||||||||||||
| Comprehensive (loss) income attributable to Chart Industries, Inc., net of taxes | $ | ( | $ | ||||||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
5
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in millions)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| OPERATING ACTIVITIES | |||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ||||||||||||||||||||
| Less: Loss from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net (loss) income from continuing operations | ( | ||||||||||||||||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Employee share-based compensation expense | |||||||||||||||||||||||
| Financing costs amortization | |||||||||||||||||||||||
| Other non-cash operating activities | ( | ||||||||||||||||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||||||||||||||
| Accounts receivable | |||||||||||||||||||||||
| Inventories | ( | ( | |||||||||||||||||||||
| Unbilled contract revenue | ( | ( | |||||||||||||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||||||||||||||
| Accounts payable and other current liabilities | ( | ( | |||||||||||||||||||||
| Customer advances and billings in excess of contract revenue | ( | ( | |||||||||||||||||||||
| Long-term assets and liabilities | ( | ||||||||||||||||||||||
| Net Cash Used In Continuing Operating Activities | ( | ( | |||||||||||||||||||||
| Net Cash Provided By Discontinued Operating Activities | |||||||||||||||||||||||
| Net Cash Used In Operating Activities | ( | ( | |||||||||||||||||||||
| INVESTING ACTIVITIES | |||||||||||||||||||||||
| Acquisition of businesses, net of cash acquired | ( | ||||||||||||||||||||||
| Capital expenditures | ( | ( | |||||||||||||||||||||
| Investments | ( | ( | |||||||||||||||||||||
| Other investing activities | ( | ||||||||||||||||||||||
| Net Cash Used In Investing Activities | ( | ( | |||||||||||||||||||||
| FINANCING ACTIVITIES | |||||||||||||||||||||||
| Borrowings on credit facilities | |||||||||||||||||||||||
| Repayments on credit facilities | ( | ( | |||||||||||||||||||||
| Common stock repurchases from share-based compensation plans | ( | ( | |||||||||||||||||||||
| Dividend distribution to noncontrolling interests | ( | ||||||||||||||||||||||
| Dividends paid on mandatory convertible preferred stock | ( | ||||||||||||||||||||||
| Other financing activities | ( | ( | |||||||||||||||||||||
| Net Cash Provided By Financing Activities | |||||||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||||||||||||||
| Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | ( | ( | |||||||||||||||||||||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period (includes restricted cash of $ | |||||||||||||||||||||||
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD (includes restricted cash of $ | $ | $ | |||||||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
6
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(Dollars in millions)
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Treasury Stock | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued from share-based compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases from share-based compensation plans | ( | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Shares Outstanding | Amount | Treasury Stock | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from share-based compensation plans | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases from share-based compensation plans | ( | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividend | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distribution to noncontrolling interest | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
7
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts)
NOTE 1 — Basis of Preparation
The accompanying unaudited condensed consolidated financial statements of Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart,” “we,” “us,” or “our”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Nature of Operations: We are a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas, and CO2 capture amongst other applications. Chart is committed to excellence in environmental, social, and corporate governance (ESG) issues both for our company as well as our customers. With 63 global manufacturing locations and 50 service centers from the United States to Asia, India, Europe and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities.
Proposed Merger with Baker Hughes Company: On July 28, 2025, Chart Industries, Inc., a Delaware corporation (“Chart”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Baker Hughes Company, a Delaware corporation (“Baker Hughes”), and Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Baker Hughes (“Merger Sub”). The Merger Agreement was unanimously approved by Chart’s board of directors (the “Chart Board”) after the Chart Board determined that the proposal received from Baker Hughes constituted a “Superior Chart Proposal” under the terms of its previously entered into merger agreement with Flowserve. On October 6, 2025, Chart’s stockholders approved the proposal to adopt the Merger Agreement.
Pursuant to the Merger Agreement, and subject to the terms and conditions described therein, Merger Sub will merge with and into Chart (the “Merger”), with Chart continuing as the surviving corporation and becoming a wholly owned subsidiary of Baker Hughes.
At the effective time of the Merger (the “Effective Time”), each share of common stock of Chart, par value $0.01 per share (“Chart Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares held by Chart or its subsidiaries as treasury stock or otherwise, (ii) shares held by Baker Hughes or its subsidiaries, and (iii) shares as to which appraisal rights have been properly exercised and not withdrawn under Delaware law) will be converted automatically into the right to receive $210.00 in cash (the “Merger Consideration”), without interest and subject to any applicable withholding tax.
Pursuant to the Merger Agreement, each equity award of Chart granted under its equity plans or otherwise that is outstanding immediately prior to the Effective Time will be treated as follows: (i) each outstanding option to purchase shares of Chart Common Stock, whether vested or unvested, that has an exercise price per share less than the Merger Consideration will be cancelled and converted into the right to receive a cash payment equal to the product of (x) the excess of the Merger Consideration over the per-share exercise price of such option and (y) the number of shares subject to the option, and any stock option with an exercise price equal to or greater than the Merger Consideration will be cancelled for no consideration; (ii) each outstanding restricted stock unit granted prior to the date of the Merger Agreement, whether vested or unvested, will be converted into the right to receive the Merger Consideration in respect of the number of shares of Chart Common Stock underlying such award; and (iii) each outstanding performance stock unit (“PSU”) will vest as to a pro-rata portion of the award based on the portion of the performance period elapsed prior to the Effective Time, with the level of performance deemed to be satisfied at the greater of (x) the target level of performance applicable to such PSU and (y) the actual level of performance achieved as of immediately prior to the Effective Time (as reasonably determined by the Chart Board or the compensation committee thereof), and the vested portion of each PSU will be cancelled and converted into the right to receive a cash payment equal to the Merger Consideration for each vested share.
The Merger Agreement contains customary representations and warranties of each of Chart and Baker Hughes, which, in the case of Chart, are qualified by the confidential disclosures provided to Baker Hughes in connection with the Merger Agreement, as well as matters included in Chart’s reports filed with the Securities and Exchange Commission prior to the date
8
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
of the Merger Agreement. Additionally, the Merger Agreement provides for customary pre-closing covenants of each of Chart and Baker Hughes, including to cooperate and use reasonable best efforts with respect to seeking regulatory approvals (subject to certain specified limitations), and, in the case of Chart: (i) to conduct its business in the ordinary course (subject to certain exceptions); (ii) to hold a meeting of its stockholders to obtain the requisite stockholder approval contemplated by the Merger Agreement; (iii) not to solicit proposals relating to any alternative business combination transactions; and (iv) subject to certain exceptions, not to enter into any discussion concerning, or provide confidential information in connection with, any such alternative business combination transactions. In addition, with respect to the termination of the Flowserve Merger Agreement (as defined below) and the payment of the Flowserve Termination Payment (as defined below) to Flowserve (as defined below), Baker Hughes was required to pay $258 million of such Flowserve Termination Payment to Flowserve on Chart’s behalf (and Chart was required to pay the remaining $8 million portion thereof), which payments were made during the third quarter of 2025.
The completion of the Merger is subject to the satisfaction or waiver of certain conditions, including (i) the approval by holders of Chart Common Stock of a proposal to adopt the Merger Agreement; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other clearances, approvals and consents under certain applicable foreign antitrust and regulatory laws; (iii) the absence of governmental restraints or prohibitions preventing the consummation of the Merger; (iv) the representations and warranties of Chart and Baker Hughes being true and correct (subject to certain qualifications); (v) the performance in all material respects by the parties of their respective obligations under the Merger Agreement and (vi) the absence of any effect, change or event that has had a material adverse effect on Chart, subject to certain exceptions.
The Merger Agreement contains certain termination rights for the parties, including in the event that (i) the parties agree in writing to terminate the Merger Agreement, (ii) if the Merger is not consummated by the initial outside date of July 28, 2026 (as it may be extended, the “Outside Date”), which date will be automatically extended for two successive six-month periods if the only remaining conditions to closing are the receipt of required regulatory approvals, (iii) any legal restraint having the effect of prohibiting the consummation of the Merger shall have become final and nonappealable or (iv) the other party has breached its representations, warranties or covenants in the Merger Agreement, subject to certain qualifications.
The Merger Agreement provides that, upon termination of the Merger Agreement under certain specified circumstances, including by Baker Hughes due to a material breach by Chart or by either Chart or Baker Hughes because the Merger is not consummated by the Outside Date, in each case at a time when there was an offer or proposal for an alternative transaction with Chart prior to such termination and Chart enters into or consummates an alternative transaction within twelve (12) months following such date of termination, Chart will be required to pay to Baker Hughes a termination fee equal to $250 million in cash (the “Chart Termination Fee”).
In addition, if the Merger Agreement is terminated under circumstances where such termination fee becomes payable by Chart, Chart will also be required to reimburse Baker Hughes for the portion of the Flowserve Termination Payment that Baker Hughes paid on Chart’s behalf in connection with the termination of the Flowserve Merger Agreement.
The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances related to the failure to obtain required antitrust or foreign investment law approvals, Baker Hughes shall pay to Chart a reverse termination fee equal to $500 million in cash.
Termination of Merger Agreement with Flowserve Corporation: On June 3, 2025, Chart entered into an Agreement and Plan of Merger with Flowserve Corporation, a New York corporation (“Flowserve”), Big Sur Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Flowserve, and Napa Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Flowserve (the “Flowserve Merger Agreement”).
On July 28, 2025, prior to entering into the Merger Agreement, Chart, Flowserve, Big Sur Merger Sub, Inc., and Napa Merger Sub LLC entered into a Termination Agreement, pursuant to which the parties agreed to terminate the Flowserve Merger Agreement (the “Termination Agreement”). Under the terms of the Termination Agreement, a termination payment of $266 million (the “Flowserve Termination Payment”) was paid in cash to Flowserve (of which, as noted above, $258 million was paid by Baker Hughes on Chart’s behalf and $8 million was paid by Chart). The Flowserve Termination Payment consists of the $250 million termination fee that was required to be paid to Flowserve under the Flowserve Merger Agreement plus an additional agreed upon amount of $16 million to reimburse Flowserve for certain expenses.
In accordance with the Termination Agreement, Chart had an obligation to pay Flowserve $266 million. Of this amount, $258 million was paid by Baker Hughes on Chart’s behalf, and $8 million was paid directly by Chart as previously mentioned. As a result, we recorded $266 million to termination fee expense during the third quarter of 2025. We recorded a
9
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
corresponding liability of $258 million for termination fee paid by Baker Hughes Company, which is reflected within the condensed consolidated balance sheet as of March 31, 2026.
In addition, the Termination Agreement provides for a mutual release of all claims related to or arising out of the Flowserve Merger Agreement and the transactions contemplated thereby, as well as a letter of intent between Chart and Flowserve to amend an existing supply agreement between them (or their affiliates) to extend the term and to expand the coverage thereof to include certain additional products of Flowserve during such term.
Principles of Consolidation: The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. These estimates may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions based on a number of factors including the current macroeconomic conditions such as inflation, supply chain disruptions, and the impact of regional conflicts, including the conflict in Iran, as well as risks set forth in our Annual Report on Form 10-K.
Recently Adopted Accounting Standards: In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The amendments in this update are effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. We adopted this ASU effective January 1, 2026 on a prospective basis. The adoption did not have a material impact on our condensed consolidated financial statements.
Recently Issued Accounting Standards (Not Yet Adopted): In December 2025, the FASB issued ASU No. 2025-10, “Accounting for Government Grants”, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The amendments in this update are effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The updates required by this standard are to be applied either by a modified prospective approach, modified retrospective approach, or a full retrospective approach. We are currently assessing the effect this ASU will have on our financial position, results of operations, and disclosures.
In September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)”, which refines the scope of the guidance on derivatives in ASC 815 and clarifies the guidance on share-based payments from a customer in ASC 606. The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The updates required by this standard are to be applied prospectively with the option for retrospective application. We do not expect this ASU to have a material impact on our financial position, results of operations, and disclosures.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)”, which provides guidance to clarify and modernize the accounting for costs related to internal-use software. The guidance removes references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. Additionally, the guidance specifies that the property, plant and equipment disclosure requirements under ASC 360-10 apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The updates required by this standard are to be applied prospectively with the option for retrospective application. We are currently assessing the effect this ASU will have on our financial position, results of operations, and disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The updates required by this standard are to be applied prospectively with the option for retrospective application. We are currently assessing the effect this ASU will have on our disclosures.
10
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 2 — Reportable Segments
We have four reportable segments which reflect the manner in which our chief operating decision maker (“CODM”) reviews results and allocates resources. Each segment is organized and managed based upon the nature of our markets and customers and consists of similar products and services. Each of our four reportable segments operate globally and are also our operating segments: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Our Cryo Tank Solutions segment, which has principal operations in the United States, Europe and Asia, serves most geographic regions around the globe, supplying bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and certain hydrocarbons. Our Heat Transfer Systems segment, with principal operations in the United States and Europe, also serves most geographic regions globally, supplying mission-critical engineered equipment and systems used in the recovery, separation, liquefaction, and purification of hydrocarbons, liquefied natural gas (“LNG”) and industrial gases that span gas-to-liquid applications. Our Specialty Products segment supplies products used in specialty end-market applications including engineered liquefaction, storage and compression equipment for hydrogen and helium, LNG for over-the-highway vehicles, biofuels, carbon capture, food and beverage, aerospace, nuclear, marine, mining, lasers and water treatment end markets. Our Repair, Service & Leasing segment provides installation, retrofitting and refurbishment, services and repairs, preventative and contractual maintenance, and digital solutions of Chart’s stationary (liquefaction, fueling stations, among other products) and rotating equipment (compression, fans, among other products) globally in addition to providing targeted equipment leasing solutions.
Corporate includes certain unallocated operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology (“IT”), investor relations, legal, internal audit, and risk management. Corporate support functions are not currently allocated to the segments.
Our CODM, who is our President, evaluates each segment’s performance and allocates resources based on operating income as determined in our consolidated statements of operations. The CODM uses operating income for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual and current-to-prior period actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment. Furthermore, the CODM uses segment operating income for evaluating pricing strategy and assessing the performance of each segment by comparing the results of each segment with one another and in determining the compensation of certain employees.
11
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
Segment Financial Information
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Corporate | Consolidated | ||||||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||
Depreciation expense (1) | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Corporate | Consolidated | ||||||||||||||||||||||||||||||||||||
| Sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||
Depreciation expense (1) | |||||||||||||||||||||||||||||||||||||||||
(1)Depreciation disclosed by reportable segment is included within cost of sales and selling, general and administrative expenses.
Sales by Geography
Net sales by geographic area are reported by the destination of sales.
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Consolidated | |||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Europe, Middle East, Africa and India | |||||||||||||||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||||||||||||||
| Rest of the World | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Consolidated | |||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Europe, Middle East, Africa and India | |||||||||||||||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||||||||||||||
| Rest of the World | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
12
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
Total Assets
Corporate assets mainly include cash and cash equivalents and long-term deferred income taxes as well as certain corporate-specific property, plant and equipment, net and certain investments. Our allocation methodology for property, plant and equipment, net of the reportable segments differs from our allocation method of depreciation expense of a reportable segment and therefore, depreciation expense does not entirely align with the related depreciable assets of the reportable segments. Additionally, since finite-lived intangible assets are excluded from total assets of reportable segments while amortization expense is allocated to each of our reportable segments, amortization expense by segment inherently does not align with the related amortizable intangible assets of the reportable segments.
| March 31, 2026 | December 31, 2025 | ||||||||||
| Cryo Tank Solutions | $ | $ | |||||||||
| Heat Transfer Systems | |||||||||||
| Specialty Products | |||||||||||
| Repair, Service & Leasing | |||||||||||
| Total assets of reportable segments | |||||||||||
| Goodwill | |||||||||||
| Identifiable intangible assets, net | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
NOTE 3 — Revenue
Disaggregation of Revenue
The following tables represent a disaggregation of revenue by timing of revenue along with the reportable segment for each category:
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Consolidated | |||||||||||||||||||||||||||||||
| Point in time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Over time | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Consolidated | |||||||||||||||||||||||||||||||
| Point in time | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Over time | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Refer to Note 2, “Reportable Segments,” for a table of revenue by reportable segment disaggregated by geography.
13
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
Contract Balances
The following table presents our contract assets and contract liabilities balances:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Contract assets | |||||||||||
| Unbilled contract revenue | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Customer advances and billings in excess of contract revenue | $ | $ | |||||||||
Revenue recognized for the three months ended March 31, 2026 and 2025, that was included in the contract liabilities balance at the beginning of the year was $143.3 and $155.1 , respectively. The amount of revenue recognized during the three months ended March 31, 2026 from performance obligations satisfied or partially satisfied in previous periods as a result of changes in the estimates of variable consideration related to long-term contracts, was not significant. The increase in contract assets as of March 31, 2026 compared to December 31, 2025 was driven by an increase in revenue recognized on an over time basis.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm signed purchase orders or other written contractual commitments from customers for which work has not been performed, or is partially completed, and excludes unexercised contract options and potential orders. As of March 31, 2026, the estimated revenue expected to be recognized in the future related to remaining performance obligations was $6,282.9 . We expect to recognize revenue on approximately 42 % of the remaining performance obligations over the next 12 months and the remainder over the next few years thereafter.
NOTE 4 — Inventories
The following table summarizes the components of inventory:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories, net | $ | $ | |||||||||
NOTE 5 — Leases
Lessee Accounting
We lease certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from April 2026 to September 2042.
We incurred $7.7 and $6.7 of rental expense under operating leases for the three months ended March 31, 2026 and 2025, respectively, and these are included in selling, general and administrative expenses within our unaudited condensed consolidated statements of operations and comprehensive (loss) income. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial.
14
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
The following table presents the lease balances within our unaudited condensed consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases:
| Lease Assets and Liabilities | March 31, 2026 | December 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Operating lease, net | Property, plant and equipment, net | $ | $ | |||||||||||
| Finance lease, net | Other assets | |||||||||||||
| Total lease assets | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Current: | ||||||||||||||
| Operating lease liabilities | Other current liabilities | $ | $ | |||||||||||
| Finance lease liabilities | Other current liabilities | |||||||||||||
| Non-current: | ||||||||||||||
| Operating lease liabilities | Other long-term liabilities | |||||||||||||
| Finance lease liabilities | Other long-term liabilities | |||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
| Weighted-average remaining lease terms | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
| Weighted-average discount rate | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
We recorded net non-cash right-of-use assets in exchange for operating lease liabilities of $9.5 for the three months ended March 31, 2026.
The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of March 31, 2026:
| Finance | Operating | ||||||||||
| 2026 | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| 2031 | |||||||||||
| Thereafter | |||||||||||
| Total future minimum lease payments | |||||||||||
| Less: Present value discount | |||||||||||
| Lease liability | $ | $ | |||||||||
15
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 6 — Goodwill and Intangible Assets
Goodwill
The following table represents the changes in goodwill by segment:
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Consolidated | |||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Goodwill acquired during the period (1) | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments and other | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Accumulated goodwill impairment loss at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Accumulated goodwill impairment loss at March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(1)Goodwill acquired during the period primarily relates to the acquisition of Cryotek Holding B.V. (“Cryonorm”), a leading provider of cryogenic engineered systems, equipment and associated services, which we acquired for approximately $28.0 in cash (subject to certain customary adjustments), net of $5.2 of cash acquired. The financial results of Cryonorm are included in our condensed consolidated financial statements from the date of acquisition. The Cryonorm acquisition was not material to our condensed consolidated financial statements.
Intangible Assets
The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1):
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||
| Estimated Useful Lives | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||||||||
| Patents, backlog and other | ( | ( | |||||||||||||||||||||||||||
| Trademarks and trade names | ( | ( | |||||||||||||||||||||||||||
| Land use rights | ( | ( | |||||||||||||||||||||||||||
| Total finite-lived intangible assets | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||
Trademarks and trade names (2) | — | — | |||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
_______________
(1)Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off.
(2)Accumulated indefinite-lived intangible assets impairment loss was $16.0
16
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 7 — Investments
Equity Method Investments
The following table presents the activity in equity method investments, which are classified within other assets:
| Equity Method Investments | ||||||||
| Balance at December 31, 2025 | $ | |||||||
| Equity in loss of unconsolidated affiliates | ( | |||||||
| Foreign currency translation adjustments and other | ( | |||||||
| Balance at March 31, 2026 | $ | |||||||
Investments in Equity Securities
The following table presents the activity in investments in equity securities, which are classified within other assets:
| Investment in Equity Securities, Level 2 | Investments in Equity Securities, All Others (1) | Investments Total | |||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
| New investments | |||||||||||||||||
| Decrease in fair value of investments in equity securities | ( | ( | ( | ||||||||||||||
| Foreign currency translation adjustments and other | |||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ||||||||||||||
_______________
Co-Investment Agreement
We have a 25 % interest in Hydrogen Technology & Energy Corporation (“HTEC”) which totaled $68.1 and $70.1 at March 31, 2026 and December 31, 2025, respectively. Our investment in HTEC is accounted for under the equity method of accounting. HTEC designs, builds, and operates hydrogen fuel supply solutions to support the deployment of hydrogen fuel cell electric vehicles.
On April 30, 2025, (the “Effective Date”), we entered into a Co-Investment Agreement (the “Co-Investment Agreement”) with certain affiliates of MSD Partners, L.P., (collectively, “BDT&MSD”), in connection with BDT&MSD’s purchase (the “Share Purchase”) of all of the shares of common stock of HTEC, owned by (and from) ISQ HTEC HoldCo Limited, (“ISQ”), pursuant to a Share Purchase Agreement by and among BDT&MSD, ISQ, Chart and HTEC (the “SPA”). ISQ no longer owns any equity interests in HTEC.
Pursuant to the Co-Investment Agreement, Chart and BDT&MSD have agreed to, among other terms, the following:
•In the following circumstances, BDT&MSD shall have the right to sell to Chart all (and not less than all) of the shares of HTEC common stock acquired by BDT&MSD from ISQ on the Effective Date and which are still held by BDT&MSD at such time (the “Put Option”):
i.the third anniversary of the Effective Date,
ii.the date Chart undergoes a change of control (subject to certain exceptions),
iii.the date upon which Chart, during the period from the Effective Date through the third anniversary of the Effective Date, has made certain distributions to its shareholders (including cash or other dividends, or via a spin-off transaction), in excess of $900.0 ,
iv.the date upon which our leverage ratio exceeds certain thresholds; and
v.the date of a bankruptcy or credit default event.
17
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
•In the event that BDT&MSD exercises its Put Option, we shall pay to BDT&MSD an amount in cash equal to $323.0 or $51.20 per share (“Base Price”) in exchange for each relevant share of HTEC (the “BDT&MSD Put Option Consideration”); provided, however, that, upon the occurrence of the first triggering event that occurs on or after the third anniversary of the Effective Date (or if the first triggering event occurs prior thereto, but the closing of the Put Option has not been consummated prior to the third anniversary), the Base Price shall increase at the annualized rate of 11.25 % until the closing of the Put Option.
•Conversely, at any time after the third anniversary of the Effective Date, Chart shall have the right to purchase from BDT&MSD up to an aggregate of 85 % of the shares of HTEC common stock acquired by BDT&MSD from ISQ on the Effective Date and which are still held by BDT&MSD at such time (the “Call Option”). In the event that Chart exercises the Call Option, Chart shall pay to BDT&MSD an amount in cash in exchange for such common stock such that BDT&MSD shall realize the greater of (i) an internal rate of return of 12.75 % and (ii) a multiple on BDT&MSD’s invested capital of 1.80 x, in each case with respect to each share of HTEC common stock which is subject to the Call Option.
•The Co-Investment Agreement shall terminate automatically upon the consummation of an initial public offering by HTEC of its common stock.
Accounting Treatment of Put and Call Options
We record the Put and Call Options (together “the Options”) at fair value and record any change in fair value through earnings at each reporting period. The fair value of the put option and call option under the Co-Investment Agreement, dated as of April 30, 2025 was not material on March 31, 2026.
Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund)
We hold an equity interest in Hy24 (the “Hydrogen Fund”), a joint venture between Ardian, a European investment house, and FiveT Hydrogen, an investment manager specialized purely on clean hydrogen investments. Our total investment to date is euro 19.8 million (equivalent to $22.7 ), making our unfunded commitment euro 30.2 million (equivalent to $34.8 ).
18
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 8 — Debt and Credit Arrangements
Summary of Outstanding Borrowings
The following table represents the components of our borrowings:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Senior secured and senior unsecured notes: | |||||||||||
| Principal amount, senior secured notes due 2030 | $ | $ | |||||||||
| Principal amount, senior unsecured notes due 2031 | |||||||||||
| Unamortized discount | ( | ( | |||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | |||||||||||
| Senior secured revolving credit facilities and term loans: | |||||||||||
| Term loans due March 2030 | |||||||||||
Senior secured revolving credit facility due April 2029 | |||||||||||
| Unamortized discount | ( | ( | |||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs | |||||||||||
Other debt facilities | |||||||||||
| Total debt, net of unamortized debt issuance costs | |||||||||||
| Less: Current maturities | |||||||||||
| Long-term debt | $ | $ | |||||||||
Cash paid for interest during the three months ended March 31, 2026 and 2025 was $110.5 and $115.4 , respectively.
Senior Secured and Unsecured Notes
We have outstanding (i) $1,457.0 aggregate principal amount of 7.500 % Secured Notes at an issue price of 98.661 % and (ii) $510.0 aggregate principal amount of 9.500 % Unsecured Notes (together with the Secured Notes, the “Notes”), at an issue price of 97.949 %. The Secured Notes mature on January 1, 2030, and the Unsecured Notes mature on January 1, 2031. The effective interest rate on the Secured Notes and Unsecured Notes is 7.8 % and 9.9 %, respectively, after accounting for original issue discounts and debt issuance costs.
Senior Secured Revolving Credit Facility and Term Loans
Senior Secured Revolving Credit Facility
Our fifth amended and restated credit agreement dated as of July 2, 2024, as amended (the “Credit Agreement”) provides for a senior secured revolving credit facility (the “SSRCF”), which matures on April 6, 2029. The SSRCF has a borrowing capacity of $1,250.0 and includes sub-limits for letters of credit and swingline loans. At March 31, 2026, there were $498.9 in borrowings outstanding under the SSRCF bearing an interest rate of 5.6 % (5.8 % as of December 31, 2025) and $226.9 in letters of credit and bank guarantees outstanding supported by the SSRCF. As of March 31, 2026, we had unused borrowing capacity of $524.2 .
A portion of borrowings outstanding under the SSRCF are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were euro 106.0 million (equivalent to $121.9 ) at March 31, 2026 and euro 78.0 million (equivalent to $91.7 ) at December 31, 2025.
Significant financial covenants for the SSRCF include financial maintenance covenants that (i) require the ratio of the amount of Chart and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than the Maximum
19
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
Total Net Leverage Ratio Levels and (ii) require the ratio of the amount of Chart and its subsidiaries’ consolidated EBITDA to consolidated cash interest expense to be greater than the Minimum Interest Coverage Ratio Levels. The SSRCF includes a number of other customary covenants. At March 31, 2026, we were in compliance with all covenants.
Term Loans
We have term loans in the aggregate principal amount of $1,406.0 under the Credit Agreement, which mature on March 18, 2030 (“term loans due March 2030”). As of March 31, 2026, the term loans due March 2030 bore an interest rate of 6.2 % (6.5 % as of December 31, 2025). The effective interest rate on the term loans due March 2030 is 9.1 % after accounting for original issue discount and debt issuance costs.
Significant financial covenants and customary events of default for the term loans due March 2030 are substantially identical to those in the SSRCF.
Other Debt Facilities
We have local credit facilities to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements. The facilities generally have variable interest rates and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. As of March 31, 2026, we had additional capacity of U.S. dollar equivalent $210.8 .
Certain of our other debt facilities allow us to request bank guarantees and letters of credit. None of these facilities allow revolving credit borrowings. We have letters of credit and bank guarantees outside of our Credit Agreement that totaled U.S. dollar equivalent $211.3 and $218.6 as of March 31, 2026 and December 31, 2025, respectively.
Fair Value Disclosures
The following table summarizes the carrying values and fair values of our actively quoted debt instruments (1):
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Term loans due March 2030 | $ | $ | $ | $ | |||||||||||||||||||
| Senior secured notes due 2030 | |||||||||||||||||||||||
| Senior unsecured notes due 2031 | |||||||||||||||||||||||
(1)The debt instruments noted above are actively quoted instruments and, accordingly, their fair values were determined using Level 1 inputs.
The carrying amounts of borrowings outstanding on our senior secured revolving credit facility approximate fair value, as interest rates are variable and reflective of market rates (categorized as Level 2 of the fair value hierarchy).
NOTE 9 — Shareholders’ Equity
Series B Mandatory Convertible Preferred Stock
We previously had 8.050 million depositary shares outstanding, each representing a 1/20th interest in a share of Chart’s 6.75 % Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000 per share, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”). Dividends on the Mandatory Convertible Preferred Stock were payable on a cumulative basis when, as and if declared at an annual rate of 6.75 % on the liquidation value of $1,000 per share. We declared and paid $6.8 in dividends for the three months ended March 31, 2025, which are treated as a reduction to income attributable to common shareholders in the computation of earnings per share.
20
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 10 — Derivative Financial Instruments
Derivatives and Hedging
We utilize a combination of cross-currency swaps, with and without foreign exchange collars, (together the “Foreign Exchange Contracts”) as a net investment hedge of a portion of our investments in certain international subsidiaries that use the euro as their functional currency in order to reduce the volatility caused by changes in exchange rates. We are also a party to foreign currency contracts not designated as hedging instruments (the “Foreign Currency Contracts”) which are used to mitigate the risk associated with cash management activities and customer forward sale agreements denominated in currencies other than the applicable local currency, and to match costs and expected revenues where production facilities have a different currency than the selling currency.
Our Foreign Currency Contracts are measured at fair value with changes in fair value recorded within other expense, net. We classify cash flows related to our Foreign Currency Contracts as operating activities within our unaudited condensed consolidated statements of cash flows. Our derivative contracts are entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. We believe the credit risks with respect to the counterparties, and the foreign currency risks that would not be hedged if the counterparties fail to fulfill their obligations under the contract, are not material in view of our understanding of the financial strength of the counterparties. Our derivative contracts are not exchange-traded instruments and their fair value is determined using the cash flows of the contracts, discount rates to account for the passage of time, implied volatility, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements.
The following table represents the fair value of our asset and liability derivatives:
| March 31, 2026 | |||||||||||||||||||||||||||||
| Notional Amount | Fair Value Other Current Assets | Fair Value Other Assets | Fair Value Other Current Liabilities | Fair Value Other Long-Term Liabilities | |||||||||||||||||||||||||
| Derivatives designated as net investment hedge | |||||||||||||||||||||||||||||
Foreign Exchange Contracts (1) | $ | $ | — | $ | $ | — | $ | ||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Notional Amount | Fair Value Other Current Assets | Fair Value Other Assets | Fair Value Other Current Liabilities | Fair Value Other Long-Term Liabilities | |||||||||||||||||||||||||
| Derivatives designated as net investment hedge | |||||||||||||||||||||||||||||
Foreign Exchange Contracts (1) | $ | $ | — | $ | $ | — | $ | ||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1)Represents foreign exchange swaps and foreign exchange options.
21
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 11 — Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income are as follows:
Foreign currency translation adjustments (1) | Pension liability adjustments, net of taxes | Accumulated other comprehensive income | |||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ||||||||||||||
| Other comprehensive loss before reclassifications, net of taxes | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive income, net of taxes | ( | ( | |||||||||||||||
| Net current-period other comprehensive loss, net of taxes | ( | ( | ( | ||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ||||||||||||||
Foreign currency translation adjustments (1) | Pension liability adjustments, net of taxes | Accumulated other comprehensive loss | |||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income before reclassifications, net of taxes | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, net of taxes | |||||||||||||||||
| Net current-period other comprehensive income, net of taxes | |||||||||||||||||
| Balance at March 31, 2025 | $ | ( | $ | ( | $ | ( | |||||||||||
(1)Foreign currency translation adjustments include translation adjustments and net investment hedges, net of taxes. See Note 10, “Derivative Financial Instruments,” for further information related to the net investment hedges.
22
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 12 — Earnings Per Share
The following table represents calculations of net earnings per share of common stock:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Amounts attributable to Chart common shareholders | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | ( | $ | ||||||||||||||||||||
| Less: Mandatory convertible preferred stock dividend requirement | |||||||||||||||||||||||
| (Loss) income from continuing operations attributable to Chart | ( | ||||||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net (loss) income attributable to Chart common shareholders | ( | ||||||||||||||||||||||
| Earnings per common share – basic: | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | ( | $ | ||||||||||||||||||||
| Loss from discontinued operations | ( | ||||||||||||||||||||||
| Net (loss) income attributable to Chart Industries, Inc. | $ | ( | $ | ||||||||||||||||||||
| Earnings per common share – diluted: | |||||||||||||||||||||||
| (Loss) income from continuing operations | $ | ( | $ | ||||||||||||||||||||
| Loss from discontinued operations | ( | ||||||||||||||||||||||
| Net (loss) income attributable to Chart Industries, Inc. | $ | ( | $ | ||||||||||||||||||||
| Weighted average number of common shares outstanding – basic | |||||||||||||||||||||||
Incremental shares issuable upon assumed conversion and exercise of share-based awards (1) | |||||||||||||||||||||||
| Weighted average number of common shares outstanding – diluted | |||||||||||||||||||||||
(1)Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss from continuing operations attributable to Chart occurs because to do so would be anti-dilutive.
Diluted earnings per share does not reflect the following cumulative preferred stock dividends and potential common shares as the effect would be anti-dilutive:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
Mandatory convertible preferred stock dividend requirement (1) | $ | $ | |||||||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Anti-dilutive shares, Share-based awards | |||||||||||||||||||||||
Anti-dilutive shares, Mandatory convertible preferred stock (1) | |||||||||||||||||||||||
| Total anti-dilutive securities | |||||||||||||||||||||||
(1)We calculate the basic and diluted earnings per share based on net income, which approximates income available to common shareholders for each period. Earnings per share is calculated using the two-class method, which is an earnings allocation formula that determines the earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Shares of Series B Mandatory Convertible Preferred Stock were participating securities. Undistributed earnings are not allocated to the participating securities because the participation features are discretionary. Net losses were not allocated to the Series B Mandatory Convertible Preferred Stock, as it did not have a contractual obligation to share in the losses of Chart. Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number
23
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive non-participating securities for the period.
NOTE 13 — Income Taxes
Income tax (benefit) expense relating to continuing operations of $(12.5 ) and $17.6 for the three months ended March 31, 2026 and 2025, respectively, represents taxes on both U.S. and foreign earnings at a consolidated effective income tax rate of 46.8 % and 24.5 %, respectively.
The effective income tax rate of 46.8 % for the three months ended March 31, 2026 differed from the U.S. federal statutory rate of 21% primarily due to a favorable income tax audit settlement and withholding taxes on foreign earnings that are not indefinitely reinvested.
The effective income tax rates of 24.5 % for the three months ended March 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to income earned by certain of our foreign entities being taxed at higher rates than the U.S. federal statutory rate, withholding taxes on foreign earnings not permanently reinvested offset by the release of valuation allowances, the U.S. impact of foreign operations and research and development credits.
Cash paid for taxes during the three months ended March 31, 2026 and 2025 were $24.4 and $0.3 , respectively.
NOTE 14 — Share-based Compensation
During the three months ended March 31, 2026, we granted 0.08 restricted stock units. The total fair value of awards granted to employees during the three months ended March 31, 2026 was $17.0 . In addition, our non-employee directors received stock awards with a total fair value of $0.3 .
Stock options generally have a 4-year graded vesting period. Restricted stock and restricted stock units generally vest ratably over a three-year period. Performance units generally vest at the end of a three-year performance period based on the attainment of certain pre-determined performance condition targets. During the three months ended March 31, 2026, 0.05 0.03 performance units vested.
Share-based compensation expense was $5.4 and $6.2 for the three months ended March 31, 2026 and 2025, respectively. Share-based compensation expense is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. As of March 31, 2026, total share-based compensation of $25.1 is expected to be recognized over the weighted-average period of approximately 2.1 years.
NOTE 15 — Commitments and Contingencies
Environmental
We are subject to federal, state, local, and foreign environmental laws and regulations concerning, among other matters, wastewater effluents, air emissions, and handling and disposal of hazardous materials, such as cleaning fluids. We are involved with environmental compliance, investigation, monitoring, and remediation activities at certain of our owned and formerly owned manufacturing facilities, and, except for these continuing remediation efforts, believe we are currently in substantial compliance with all known environmental regulations. Undiscounted accrued reserves at both March 31, 2026 and December 31, 2025 were not
Legal Proceedings
Ordinary Course Litigation: We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.
Supplemental Disclosure: Following the announcement of the Merger Agreement, two lawsuits — captioned McDaniels v. Chart Industries, Inc. et al., 655434/2025 and Johnson v. Chart Industries, Inc. et al., 655438/2025 — were filed on
24
Table of Contents
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2026
(Dollars and shares in millions, except per share amounts) – Continued
September 11, 2025 in the Supreme Court of the State of New York by purported Chart stockholders, each naming Chart and the members of its board of directors as defendants (the “Complaints”). The Complaints claim that the Definitive Proxy Statement is materially incomplete and misleading under New York law, and seek injunctive relief, damages and costs, among other remedies. Chart has also received demand letters from multiple stockholders threatening litigation and/or making other demands relating to the Merger, including demands for additional disclosures. Although Chart cannot predict the outcome or estimate the possible loss or range of loss from these matters, Chart and its directors believe that the allegations contained in the Complaints and demand letters are without merit, that no supplemental disclosures are required or necessary under applicable law, and that the requested disclosures are immaterial.
However, in order to reduce the risk of the demand letters or Complaints delaying the Special Meeting or the closing of the Merger, and to minimize the nuisance and expense of defending against any litigation, and without admitting any liability or wrongdoing, on September 25, 2025, Chart filed a Form 8-K to update and supplement the Definitive Proxy Statement with additional disclosures relating the Merger (the “Supplemental Disclosures”). Thereafter, the attorney representing the stockholders who filed the Complaints acknowledged that the Supplemental Disclosures mooted the claims raised in the Complaints in their entirety and confirmed that they will seek a mootness fee in connection with the Supplemental Disclosures. The Complaints will remain pending while the forthcoming mootness fee demand is resolved. Chart maintains that none of the Supplemental Disclosures are material. Nevertheless, resolution of these matters may involve payments by Chart to the stockholders’ attorneys that filed the Complaints and/or submitted the demand letters.
NOTE 16 — Accounts Receivable Factoring
On June 27, 2025 we entered into an agreement to sell certain of our trade accounts receivable, with limited recourse, to a third-party financial institution pursuant to factoring arrangements. We account for these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the consolidated statements of cash flows. For the three months ended March 31, 2026 total trade accounts receivable sold under the factoring arrangements were $42.2 . Factoring fees for the sales of receivables were recorded in selling, general and administrative expenses in our consolidated statement of income for the year ended March 31, 2026, which were not material. We continue to service the transferred receivables after factoring has occurred, however this servicing does not constitute a significant continuing involvement.
25
Table of Contents
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our results of operations and financial condition should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements. Actual results may differ materially from those discussed below. See “Forward-Looking Statements” at the end of this discussion and Part II, Item 1A. “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with this discussion.
Overview
Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The Company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to LNG, hydrogen, biogas and CO2 capture among other applications. Chart is committed to excellence in ESG issues both for our company as well as our customers. With 63 global manufacturing locations and over 50 service centers from the United States to Asia, India, Europe and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities.
The financial information presented and discussion of results that follows is presented on a continuing operations basis unless stated otherwise.
Terminated Merger Agreement
On June 3, 2025, Chart entered into an Agreement and Plan of Merger (the “Flowserve Merger Agreement”) with Flowserve Corporation, a New York corporation (“Flowserve”), Big Sur Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Flowserve (“First Merger Sub”), and Napa Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Flowserve (“Second Merger Sub”).
On July 28, 2025, Chart, Flowserve, First Merger Sub and Second Merger Sub, entered into a Termination Agreement pursuant to Section 9.01(a) of the Flowserve Merger Agreement, providing for the mutual termination of the Flowserve Merger Agreement and the abandonment of the transactions contemplated thereby, effective immediately upon execution of the Termination Agreement. In connection with the termination, Chart agreed to pay Flowserve a termination payment of $266 million, consisting of the $250 million termination fee provided for under the Flowserve Merger Agreement and an additional $16 million in expense reimbursement, as set forth in the Termination Agreement. Upon receipt of the termination payment, each party, on behalf of itself and its affiliates, released the other party and its affiliates from any and all claims relating to or arising out of the Flowserve Merger Agreement or the transactions contemplated thereby, subject to certain customary exceptions.
Baker Hughes Merger Agreement
On July 28, 2025, Chart entered into the Agreement and Plan of Merger, dated as of July 28, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Baker Hughes Company (“Baker Hughes”), Tango Merger Sub, Inc. (“Merger Sub”), and Chart, providing for, among other things, the merger of Merger Sub with and into Chart (the “Merger”), with Chart surviving the Merger as a wholly owned subsidiary of Baker Hughes.
On October 6, 2025, Chart’s stockholders approved and adopted the Merger Agreement. With regulatory reviews still underway in certain jurisdictions, we presently expect closing in the second quarter of 2026, understanding that the timing may evolve as those processes progress.
Macroeconomic Impacts
Geopolitical instability and regional conflicts and unrest continue to create uncertainty in the global economy, including, uncertainty and market disruptions relating to the recent conflict with Iran and other turmoil in the Middle East, the ongoing conflict between Russia and Ukraine and the related sanctions imposed by countries against Russia, along with the heightened tensions between the United States and China. War or fear of escalation (including the recent conflict with Iran) may impact our business and operations, strain global supply chains and result in energy shortages, significant spikes in fuel costs and potentially negatively impact large energy infrastructure projects and the demand for certain of our products. Moreover, a substantial amount of uncertainty exists regarding the impact of international monetary and trade policies on our business and markets, including possible continued volatility in interest rates and inflation, as well as the unknown impact of recent or threatened changes to U.S. governmental trade policies, including the introduction of, and unpredictability associated with, global tariffs on all U.S. trading partners, as well as the possible impact of any retaliatory tariffs on products from the United
26
Table of Contents
States. Additionally, geopolitical uncertainty regarding energy policies and these regional conflicts (including the recent conflict with Iran) may affect the timing of certain projects. We are unable to predict the impact these actions will have on the global economy or on our business, financial condition and results of operations. These events did not have a material adverse effect on our reported results for the first quarter of 2026. We continue to actively monitor the impact of these macroeconomic developments on our results of operations for the remainder of 2026 and beyond.
Environmental, Social, Governance
Chart is proud to be at the forefront of the energy transition as a leading provider of technology, equipment and services related to LNG, hydrogen & helium, biogas, carbon capture and water treatment, among other applications. We also have a unique offering for the Nexus of Clean™ – clean power, clean water, clean food and clean industrials. Reporting our ESG performance is one of the ways we demonstrate accountability and transparency to our team members, suppliers, customers, shareholders and communities. Further information can be found in our Annual Sustainability Report, which we released in May 2026.
First Quarter 2026 Highlights
We had consolidated orders of $1,280.3 million for the three months ended March 31, 2026 compared to $1,315.6 million for the three months ended March 31, 2025. The decrease in orders versus the three months ended March 31, 2025 was driven by lower orders in Specialty Products and Repair Service & Leasing. Our ending total backlog was $6,282.9 million as of March 31, 2026 compared to $5,143.6 million as of March 31, 2025.
Consolidated sales were $884.8 million in the three months ended March 31, 2026 compared to $1,001.5 million in the three months ended March 31, 2025. Compared to the first quarter of 2025, sales were down 11.7% driven by decreases in each of the segments. Consolidated gross profit margin for the three months ended March 31, 2026 of 28.4% was down compared with 33.9% for the three months ended March 31, 2025, primarily as the result of reduced volumes, unfavorable product mix and the impact of tariffs on certain of our products.
27
Table of Contents
Consolidated Results for the Three Months Ended March 31, 2026 and 2025, and December 31, 2025
The following table includes key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the three months ended March 31, 2026 and 2025 and December 31, 2025 (dollars in millions).
Selected Financial Information
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | Current Quarter vs. Prior Sequential Quarter | |||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | December 31, 2025 | Variance ($) | Variance (%) | Variance ($) | Variance (%) | |||||||||||||||||||||||||||||||||||
| Sales | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | $ | 145.6 | $ | 153.2 | $ | 163.9 | $ | (7.6) | (5.0) | % | $ | (18.3) | (11.2) | % | |||||||||||||||||||||||||||
| Heat Transfer Systems | 246.1 | 267.3 | 325.8 | (21.2) | (7.9) | % | (79.7) | (24.5) | % | ||||||||||||||||||||||||||||||||
| Specialty Products | 214.5 | 276.1 | 259.5 | (61.6) | (22.3) | % | (45.0) | (17.3) | % | ||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 278.6 | 304.9 | 330.4 | (26.3) | (8.6) | % | (51.8) | (15.7) | % | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 884.8 | $ | 1,001.5 | $ | 1,079.6 | $ | (116.7) | (11.7) | % | $ | (194.8) | (18.0) | % | |||||||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | $ | 34.0 | $ | 37.2 | $ | 30.3 | $ | (3.2) | (8.6) | % | $ | 3.7 | 12.2 | % | |||||||||||||||||||||||||||
| Heat Transfer Systems | 51.5 | 82.6 | 128.7 | (31.1) | (37.7) | % | (77.2) | (60.0) | % | ||||||||||||||||||||||||||||||||
| Specialty Products | 45.7 | 83.7 | 53.0 | (38.0) | (45.4) | % | (7.3) | (13.8) | % | ||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 120.2 | 136.3 | 147.3 | (16.1) | (11.8) | % | (27.1) | (18.4) | % | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 251.4 | $ | 339.8 | $ | 359.3 | $ | (88.4) | (26.0) | % | $ | (107.9) | (30.0) | % | |||||||||||||||||||||||||||
| Gross Profit Margin | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | 23.4 | % | 24.3 | % | 18.5 | % | |||||||||||||||||||||||||||||||||||
| Heat Transfer Systems | 20.9 | % | 30.9 | % | 39.5 | % | |||||||||||||||||||||||||||||||||||
| Specialty Products | 21.3 | % | 30.3 | % | 20.4 | % | |||||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 43.1 | % | 44.7 | % | 44.6 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | 28.4 | % | 33.9 | % | 33.3 | % | |||||||||||||||||||||||||||||||||||
| SG&A Expenses | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | $ | 21.5 | $ | 17.7 | $ | 19.2 | $ | 3.8 | 21.5 | % | $ | 2.3 | 12.0 | % | |||||||||||||||||||||||||||
| Heat Transfer Systems | 12.8 | 10.8 | 16.8 | 2.0 | 18.5 | % | (4.0) | (23.8) | % | ||||||||||||||||||||||||||||||||
| Specialty Products | 32.9 | 30.4 | 35.5 | 2.5 | 8.2 | % | (2.6) | (7.3) | % | ||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 40.5 | 38.9 | 56.2 | 1.6 | 4.1 | % | (15.7) | (27.9) | % | ||||||||||||||||||||||||||||||||
Corporate | 44.3 | 43.2 | 57.0 | 1.1 | 2.5 | % | (12.7) | (22.3) | % | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 152.0 | $ | 141.0 | $ | 184.7 | $ | 11.0 | 7.8 | % | $ | (32.7) | (17.7) | % | |||||||||||||||||||||||||||
| SG&A Expenses (% of Sales) | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | 14.8 | % | 11.6 | % | 11.7 | % | |||||||||||||||||||||||||||||||||||
| Heat Transfer Systems | 5.2 | % | 4.0 | % | 5.2 | % | |||||||||||||||||||||||||||||||||||
| Specialty Products | 15.3 | % | 11.0 | % | 13.7 | % | |||||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 14.5 | % | 12.8 | % | 17.0 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | 17.2 | % | 14.1 | % | 17.1 | % | |||||||||||||||||||||||||||||||||||
28
Table of Contents
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | Current Quarter vs. Prior Sequential Quarter | |||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | December 31, 2025 | Variance ($) | Variance (%) | Variance ($) | Variance (%) | |||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | $ | 10.6 | $ | 17.6 | $ | 9.3 | $ | (7.0) | (39.8) | % | $ | 1.3 | 14.0 | % | |||||||||||||||||||||||||||
| Heat Transfer Systems | 32.1 | 66.9 | 106.8 | (34.8) | (52.0) | % | (74.7) | (69.9) | % | ||||||||||||||||||||||||||||||||
| Specialty Products | 8.4 | 48.3 | 12.3 | (39.9) | (82.6) | % | (3.9) | (31.7) | % | ||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 45.8 | 62.7 | 53.7 | (16.9) | (27.0) | % | (7.9) | (14.7) | % | ||||||||||||||||||||||||||||||||
Corporate | (44.3) | (43.2) | (57.0) | (1.1) | 2.5 | % | 12.7 | (22.3) | % | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 52.6 | $ | 152.3 | $ | 125.1 | $ | (99.7) | (65.5) | % | $ | (72.5) | (58.0) | % | |||||||||||||||||||||||||||
| Operating Margin | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | 7.3 | % | 11.5 | % | 5.7 | % | |||||||||||||||||||||||||||||||||||
| Heat Transfer Systems | 13.0 | % | 25.0 | % | 32.8 | % | |||||||||||||||||||||||||||||||||||
| Specialty Products | 3.9 | % | 17.5 | % | 4.7 | % | |||||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 16.4 | % | 20.6 | % | 16.3 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | 5.9 | % | 15.2 | % | 11.6 | % | |||||||||||||||||||||||||||||||||||
Results of Operations for the Three Months Ended March 31, 2026 and 2025
Sales for the first quarter of 2026 compared to the same quarter in 2025 decreased by $116.7 million, from $1,001.5 million to $884.8 million, or 11.7%. The decrease compared to the first quarter in 2025 was driven by lower sales in each segment.
Gross profit was $251.4 million for the first quarter of 2026, a decrease of $88.4 million, or 26.0%, compared to $339.8 million for the same quarter in 2025. Gross profit margin of 28.4% for the first quarter of 2026 was down 550 basis points compared to the first quarter of 2025. Lower margins in each of the segments contributed to the lower overall gross margin.
Consolidated selling, general and administrative (“SG&A”) expenses increased by $11.0 million or 7.8% during the first quarter of 2026 compared to the same quarter in 2025 due to higher professional service costs attributed to Baker Hughes acquisition related activity and the non-repeat of certain deal related adjustments recorded in the first quarter of 2025.
Amortization expense increased by $0.3 million to $46.8 million for the three months ended March 31, 2026, compared to $46.5 million for the same quarter of 2025.
Interest Expense, Net
The following table presents the components of interest expense, net (dollars in millions):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Interest expense term loans due March 2030 | $ | 21.4 | $ | 26.9 | |||||||
| Interest expense senior secured notes due 2030 | 27.0 | 26.7 | |||||||||
| Interest expense senior unsecured notes due 2031 | 12.1 | 11.8 | |||||||||
| Interest expense senior secured revolving credit facility due April 2029 | 8.2 | 7.3 | |||||||||
| Financing costs amortization | 4.9 | 4.8 | |||||||||
| Interest income | (2.2) | (1.2) | |||||||||
| Capitalized interest | — | (0.1) | |||||||||
| Other | 1.6 | 0.9 | |||||||||
| Interest expense, net | $ | 73.0 | $ | 77.1 | |||||||
Interest expense, net decreased by $4.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, which was mainly driven by lower interest rates and lower overall debt outstanding relative to our term loans due March 2030 in the first quarter of 2026 compared to the first quarter of 2025.
29
Table of Contents
Financing costs amortization was $4.9 million and $4.8 million for the three months ended March 31, 2026 and 2025, respectively.
Income Tax (Benefit) Expense
Income tax (benefit) expense of $(12.5) million and $17.6 million for the three months ended March 31, 2026 and 2025, respectively, represents taxes on both U.S. and foreign earnings at a consolidated effective income tax rate of 46.8% and 24.5%, respectively.
The effective income tax rate of 46.8% for the three months ended March 31, 2026 differed from the U.S. federal statutory rate of 21% primarily due to a favorable income tax audit settlement and withholding taxes on foreign earnings that are not indefinitely reinvested.
The effective income tax rates of 24.5% for the three months ended March 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to income earned by certain of our foreign entities being taxed at higher rates than the U.S. federal statutory rate, withholding taxes on foreign earnings not permanently reinvested offset by the release of valuation allowances, the U.S. impact of foreign operations and research and development credits.
Net (Loss) Income Attributable to Chart Industries, Inc. from Continuing Operations
As a result of the foregoing, net (loss) income attributable to Chart Industries, Inc. from continuing operations for the three months ended March 31, 2026 and 2025 was $(17.1) million and $51.5 million, respectively.
Segment Results
Our reportable and operating segments include: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Corporate includes certain unallocated operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, risk management and share-based compensation expenses. Corporate support functions are not allocated to the segments. For further information, refer to Note 2, “Reportable Segments” of our unaudited condensed consolidated financial statements included under Item 1, “Financial Statements” in this report. The following tables include key metrics used to evaluate our business and measure our performance and represent selected financial data for our operating segments for the three months ended March 31, 2026 and 2025 (dollars in millions):
Cryo Tank Solutions — Results of Operations for the Three Months Ended March 31, 2026 and 2025
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | ||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Sales | $ | 145.6 | $ | 153.2 | $ | (7.6) | (5.0) | % | |||||||||||||||
| Gross Profit | 34.0 | 37.2 | (3.2) | (8.6) | % | ||||||||||||||||||
| Gross Profit Margin | 23.4 | % | 24.3 | % | |||||||||||||||||||
| SG&A Expenses | $ | 21.5 | $ | 17.7 | $ | 3.8 | 21.5 | % | |||||||||||||||
| SG&A Expenses (% of Sales) | 14.8 | % | 11.6 | % | |||||||||||||||||||
| Operating Income | $ | 10.6 | $ | 17.6 | $ | (7.0) | (39.8) | % | |||||||||||||||
| Operating Margin | 7.3 | % | 11.5 | % | |||||||||||||||||||
For the first quarter of 2026, Cryo Tank Solutions segment sales decreased by $7.6 million as compared to the same quarter in 2025 primarily driven by lower industrial gas sales across the globe.
During the first quarter of 2026, Cryo Tank Solutions segment gross profit decreased by $3.2 million as compared to the same quarter in 2025, and gross profit margin decreased by 90 basis points. The decrease in gross profit and gross profit margin was primarily driven by higher material costs, in part attributed to tariffs.
Cryo Tank Solutions segment SG&A expenses increased by $3.8 million during the first quarter of 2026 as compared to the same quarter in 2025.
30
Table of Contents
Heat Transfer Systems — Results of Operations for the Three Months Ended March 31, 2026 and 2025
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | ||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Sales | $ | 246.1 | $ | 267.3 | $ | (21.2) | (7.9) | % | |||||||||||||||
| Gross Profit | 51.5 | 82.6 | (31.1) | (37.7) | % | ||||||||||||||||||
| Gross Profit Margin | 20.9 | % | 30.9 | % | |||||||||||||||||||
| SG&A Expenses | $ | 12.8 | $ | 10.8 | $ | 2.0 | 18.5 | % | |||||||||||||||
| SG&A Expenses (% of Sales) | 5.2 | % | 4.0 | % | |||||||||||||||||||
| Operating Income | $ | 32.1 | $ | 66.9 | $ | (34.8) | (52.0) | % | |||||||||||||||
| Operating Margin | 13.0 | % | 25.0 | % | |||||||||||||||||||
For the first quarter of 2026, Heat Transfer Systems segment sales decreased by $21.2 million as compared to the same quarter in 2025. This decrease was due to lower sales in LNG that were offset partially by increased sales in data centers and traditional energy.
During the first quarter of 2026, Heat Transfer Systems segment gross profit decreased by $31.1 million as compared to the same quarter in 2025, and gross profit margin decreased by 1,000 basis points. The decrease in gross profit was primarily due to lower sales volumes, and the decrease in gross profit margin was primarily driven by lower sales volumes and unfavorable mix in addition to higher labor and material costs, in part driven by tariffs.
Heat Transfer Systems segment SG&A expenses increased by $2.0 million during the first quarter of 2026 as compared to the same quarter in 2025.
Specialty Products — Results of Operations for the Three Months Ended March 31, 2026 and 2025
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | ||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Sales | $ | 214.5 | $ | 276.1 | $ | (61.6) | (22.3) | % | |||||||||||||||
| Gross Profit | 45.7 | 83.7 | (38.0) | (45.4) | % | ||||||||||||||||||
| Gross Profit Margin | 21.3 | % | 30.3 | % | |||||||||||||||||||
| SG&A Expenses | $ | 32.9 | $ | 30.4 | $ | 2.5 | 8.2 | % | |||||||||||||||
| SG&A Expenses (% of Sales) | 15.3 | % | 11.0 | % | |||||||||||||||||||
| Operating Income | $ | 8.4 | $ | 48.3 | $ | (39.9) | (82.6) | % | |||||||||||||||
| Operating Margin | 3.9 | % | 17.5 | % | |||||||||||||||||||
Specialty Products segment sales decreased by $61.6 million during the first quarter of 2026 as compared to the same quarter in 2025. The decrease in Specialty Products segment sales was primarily driven by decreased sales in hydrogen, partially offset by sales increases in space exploration and nuclear.
Specialty Products segment gross profit decreased $38.0 million versus the first quarter in 2025, and gross profit margin decreased by 900 basis points. The decrease in gross profit was largely due to lower sales volume, and the decrease in gross profit margin was primarily driven by unfavorable mix in addition to higher labor and services costs.
Specialty Products segment SG&A expenses increased by $2.5 million during the first quarter of 2026 as compared to the same quarter in 2025.
31
Table of Contents
Repair, Service & Leasing — Results of Operations for the Three Months Ended March 31, 2026 and 2025
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | ||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Sales | $ | 278.6 | $ | 304.9 | $ | (26.3) | (8.6) | % | |||||||||||||||
| Gross Profit | 120.2 | 136.3 | (16.1) | (11.8) | % | ||||||||||||||||||
| Gross Profit Margin | 43.1 | % | 44.7 | % | |||||||||||||||||||
| SG&A Expenses | $ | 40.5 | $ | 38.9 | $ | 1.6 | 4.1 | % | |||||||||||||||
| SG&A Expenses (% of Sales) | 14.5 | % | 12.8 | % | |||||||||||||||||||
| Operating Income | $ | 45.8 | $ | 62.7 | $ | (16.9) | (27.0) | % | |||||||||||||||
| Operating Margin | 16.4 | % | 20.6 | % | |||||||||||||||||||
For the first quarter of 2026, Repair, Service & Leasing segment sales decreased by $26.3 million as compared to the same quarter in 2025. The decrease was primarily driven by lower sales in leasing and timing of service projects.
During the first quarter of 2026, Repair, Service & Leasing segment gross profit decreased by $16.1 million as compared to the same quarter in 2025, and gross profit margin decreased by 160 basis points. The decrease in gross profit was driven by lower sales volumes, and the decrease in gross profit margin was primarily attributable to lower sales volumes.
Repair, Service & Leasing segment SG&A expenses during the first quarter of 2026 decreased by $1.6 million compared to the first quarter 2025.
Corporate
Corporate SG&A expenses increased by $1.1 million during the three months ended March 31, 2026, as compared to the respective period in 2025.
Liquidity and Capital Resources
Debt Instruments and Related Covenants
Our debt instruments and related covenants are described in Note 9, “Debt and Credit Arrangements” to the consolidated financial statements in our 2025 Annual Report on Form 10-K and Note 8, “Debt and Credit Arrangements” to our unaudited condensed consolidated financial statements included under Item 1, “Financial Statements” in this report.
Sources and Uses of Cash
The discussion of sources and uses of cash that follows is presented on a consolidated basis. Our cash, cash equivalents, restricted cash, and restricted cash equivalents totaled $269.4 million at March 31, 2026, a decrease of $100.4 million from the balance at December 31, 2025. Our foreign subsidiaries held cash of $246.5 million and $298.8 million, at March 31, 2026, and December 31, 2025, respectively. No material restrictions exist to accessing cash held by our foreign subsidiaries. Cash equivalents are primarily invested in money market funds that invest in high quality, short-term instruments, such as U.S. government obligations, certificates of deposit, repurchase obligations, and commercial paper issued by corporations that have been highly rated by at least one nationally recognized rating organization, and in the case of cash equivalents in China, obligations of local banks. We believe that our existing cash and cash equivalents, funds available under our senior secured revolving credit facility due April 2029 or other financing alternatives, and cash provided by operations will be sufficient to meet our normal working capital needs, capital expenditures, debt repayments and investments for the foreseeable future.
Cash used in operating activities of $248.0 million for the three months ended March 31, 2026 increased from cash used in operating activities of $60.0 million for the three months ended March 31, 2025. The increase is primarily due to the timing of progress billings and vendor payments.
Cash used in investing activities was $57.5 million and $21.1 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we used $29.1 million for acquisitions, $24.8 million for capital expenditures and $3.3 million for investments in Hy24. During the three months ended March 31, 2025, we used $20.1 million for capital expenditures and $1.4 million mainly for investments in Hy24.
Cash provided by financing activities was $203.9 million and $65.7 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we borrowed $803.8 million, repaid $584.5 million in borrowings on our revolving credit facility, and paid 9.5 million in dividends to noncontrolling interests. During the three
32
Table of Contents
months ended March 31, 2025, we borrowed $746.2 million and repaid $666.6 million in borrowings on our revolving credit facility and paid $6.8 million of dividends on our mandatory convertible preferred stock.
Cash Requirements
We do not currently anticipate any unusual cash requirements for working capital needs for the year ending December 31, 2026. Management anticipates we will be able to satisfy cash requirements for our ongoing business for the foreseeable future with cash generated by operations, existing cash balances and available borrowings under our credit facilities.
The Merger Agreement provides that, upon termination of the Merger Agreement under certain specified circumstances, Chart will pay to Baker Hughes a termination fee equal to $250 million in cash. In addition, if the Merger Agreement is terminated under circumstances where such termination fee becomes payable by Chart, Chart will also be required to reimburse Baker Hughes for the $258 million Flowserve Termination Payment that Baker Hughes paid on Chart’s behalf in connection with the termination of the Flowserve Merger Agreement.
The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances related to the failure to obtain required antitrust or foreign investment law approvals, Baker Hughes shall pay to Chart a reverse termination fee equal to $500 million in cash.
We have incurred transaction-related costs in connection with the previously proposed Flowserve merger, including, but not limited to, financial advisory, legal, accounting, and other professional service fees, and we expect to incur additional transaction-related costs in the future related to the proposed merger with Baker Hughes.
We have a co-investment agreement with certain affiliates of MSD Partners, L.P., (collectively, “BDT&MSD”) which gives BDT&MSD the right, but not the obligation, to require Chart to acquire all (and not less than all) of the shares of HTEC common stock acquired as part of BDT&MSD’s investment (the “Put Option”). From and after May 1, 2025, BDT&MSD shall have the right to exercise its Put Option. Based on the put option triggers in the co-investment agreement, we do not expect any balance sheet or cash impact with respect to such option prior to 2028. Further information is located in Note 7, “Investments” to our unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Orders and Backlog
We consider orders to be those for which we have received a firm signed purchase order or other written contractual commitment from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments from customers for which work has not been performed, or is partially completed, that we have not recognized as revenue and excludes unexercised contract options and potential orders. Our backlog as of March 31, 2026 was $6,282.9 million, compared to $5,143.6 million as of March 31, 2025.
The tables below represent orders received and backlog by segment for the periods indicated (dollars in millions):
| Three Months Ended | |||||||||||||||||
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||||||||
| Orders | |||||||||||||||||
| Cryo Tank Solutions | $ | 164.7 | $ | 152.6 | $ | 162.1 | |||||||||||
| Heat Transfer Systems | 372.6 | 220.7 | 208.7 | ||||||||||||||
| Specialty Products | 378.7 | 487.7 | 491.4 | ||||||||||||||
| Repair, Service & Leasing | 364.3 | 454.6 | 322.0 | ||||||||||||||
| Consolidated | $ | 1,280.3 | $ | 1,315.6 | $ | 1,184.2 | |||||||||||
| As of | |||||||||||||||||
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |||||||||||||||
| Backlog | |||||||||||||||||
| Cryo Tank Solutions | $ | 313.0 | $ | 318.7 | $ | 248.0 | |||||||||||
| Heat Transfer Systems | 2,307.4 | 2,042.2 | 2,141.1 | ||||||||||||||
| Specialty Products | 2,773.6 | 2,057.4 | 2,677.4 | ||||||||||||||
| Repair, Service & Leasing | 888.9 | 725.3 | 819.7 | ||||||||||||||
| Consolidated | $ | 6,282.9 | $ | 5,143.6 | $ | 5,886.2 | |||||||||||
33
Table of Contents
Cryo Tank Solutions segment orders for the three months ended March 31, 2026 were $164.7 million compared to $152.6 million for the three months ended March 31, 2025. The increase in Cryo Tank Solutions segment orders during the three months ended March 31, 2026 when compared to the same quarter last year was due to increased orders throughout Europe. Cryo Tank Solutions segment backlog at March 31, 2026 totaled $313.0 million compared to $318.7 million as of March 31, 2025.
Heat Transfer Systems segment orders for the three months ended March 31, 2026 were $372.6 million compared to $220.7 million for the three months ended March 31, 2025. The increase in orders from the three months ended March 31, 2025 was driven by LNG orders for smaller scale solutions and data centers. Heat Transfer Systems segment backlog at March 31, 2026 totaled $2,307.4 million, as compared to $2,042.2 million as of March 31, 2025.
Specialty Products segment orders for the three months ended March 31, 2026 were $378.7 million compared to $487.7 million for the three months ended March 31, 2025. The decrease in Specialty Products segment orders during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily driven by lower orders in HLNG, mining, marine, hydrogen and nuclear, partially offset by order increases in space exploration and carbon capture. Specialty Products segment backlog totaled $2,773.6 million as of March 31, 2026, compared to $2,057.4 million as of March 31, 2025.
Repair, Service & Leasing segment orders for the three months ended March 31, 2026 were $364.3 million compared to $454.6 million for the three months ended March 31, 2025. The decrease in orders for the three months ended March 31, 2026 compared to the first quarter of 2025, was primarily attributable to lower retrofit orders, as the first quarter of 2025 included an especially large amount of retrofit orders. Repair, Service & Leasing segment backlog totaled $888.9 million as of March 31, 2026, compared to $725.3 million as of March 31, 2025.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. A summary of areas where we apply critical judgment can be found in our Annual Report on Form 10-K for the year ended December 31, 2025. In particular, judgment is used in areas such as goodwill, indefinite-lived intangible assets, business combinations, revenue from contracts with customers and income taxes. There have been no significant changes to our critical accounting estimates since December 31, 2025.
Forward-Looking Statements
Certain statements made in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger transaction between Chart Industries, Inc. (“Chart”) and Baker Hughes Company (“Baker Hughes”), including statements related to the expected timing of the completion of the transaction and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” “estimates,” “potential,” “intends,” “plans,” or the negative of such terms or comparable terminology.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the potential merger transaction, including the expected time period to consummate the potential merger transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Chart and Baker Hughes, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to: the risk that regulatory approvals are not obtained or are obtained subject to conditions, limitations or restrictions that are not anticipated by Chart; potential delays in consummating the proposed merger transaction, including as a result of failure to receive any regulatory approvals (or any conditions, limitations or restrictions placed on such approvals); the possibility that competing offers or acquisition proposals may be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require Chart to pay a termination fee; unforeseen or unknown liabilities; customer, stockholder, regulatory and other stakeholder approvals and support; unexpected future capital expenditures; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency or completion of the proposed merger transaction on the parties’ business relationships and business generally; risks that the proposed merger transaction disrupts current plans and operations of Chart or Baker Hughes and potential difficulties in employee retention as a result of the proposed merger transaction, as well as the risk of disruption of management and ongoing business operations during the pendency of, the proposed merger transaction; uncertainties as to whether the proposed merger transaction will be consummated on the anticipated timing or at all; changes in
34
Table of Contents
commodity prices; negative effects of this announcement, and the pendency or completion of the proposed merger transaction on the market price of Chart’s common stock and/or operating results; rating agency actions and the ability to access short- and long-term debt markets on a timely and affordable basis; various events that could disrupt operations, including severe weather, cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; labor disputes; changes in labor costs and labor difficulties; the effects of industry, market, economic, political or regulatory conditions outside of Chart’s or Baker Hughes’ control; the possibility that Baker Hughes may not be able to obtain sufficient financing or otherwise have sufficient financial resources to pay the merger consideration on a timely basis or otherwise; legislative, regulatory and economic developments targeting public companies in the industrial sector; global supply chain disruptions and the current inflationary environment; the substantial dependence of Chart’s sales on the success of the energy, chemical, power generation and general industries; economic, political and other risks associated with the international operations of Chart; slower than anticipated growth and market acceptance of new clean energy product offerings; risks related to regional conflicts and unrest, including the conflict with Iran and other turmoil in the Middle East and the conflict between Russia and Ukraine including potential energy shortages in Europe and elsewhere and volatility in energy prices; potential adverse effects resulting from U.S. governmental trade policies, including the implementation of tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; and the risks described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Other unpredictable factors or factors not discussed in this communication could also have material adverse effects on forward-looking statements.
All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as the same may be updated from time to time. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the filing date of this document or to reflect the occurrence of unanticipated events, except as otherwise required by law.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
For a discussion of the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report on Form 10-K for the year ended December 31, 2025. As of March 31, 2026, there has been no material change in this information.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We performed an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2026. Based upon that evaluation, our President and Chief Financial Officer have concluded that as of March 31, 2026, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) is accumulated and communicated to our management including the President and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
35
Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Ordinary Course Litigation
We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations, except that our results of operations for any particular reporting period may be adversely affected by any potential or actual loss that is accrued in such period. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect.
Supplemental Disclosure
Following the announcement of the Merger Agreement, two lawsuits — captioned McDaniels v. Chart Industries, Inc. et al., 655434/2025 and Johnson v. Chart Industries, Inc. et al., 655438/2025 — were filed on September 11, 2025 in the Supreme Court of the State of New York by purported Chart stockholders, each naming Chart and the members of its board of directors as defendants (the “Complaints”). The Complaints claim that the Definitive Proxy Statement is materially incomplete and misleading under New York law, and seek injunctive relief, damages and costs, among other remedies. Chart has also received demand letters from multiple stockholders threatening litigation and/or making other demands relating to the Merger, including demands for additional disclosures. Although Chart cannot predict the outcome or estimate the possible loss or range of loss from these matters, Chart and its directors believe that the allegations contained in the Complaints and demand letters are without merit, that no supplemental disclosures are required or necessary under applicable law, and that the requested disclosures are immaterial.
However, in order to reduce the risk of the demand letters or Complaints delaying the Special Meeting or the closing of the Merger, and to minimize the nuisance and expense of defending against any litigation, and without admitting any liability or wrongdoing, on September 25, 2025, Chart filed a Form 8-K to update and supplement the Definitive Proxy Statement with additional disclosures relating the Merger (the “Supplemental Disclosures”). Thereafter, the attorney representing the stockholders who filed the Complaints acknowledged that the Supplemental Disclosures mooted the claims raised in the Complaints in their entirety and confirmed that they will seek a mootness fee in connection with the Supplemental Disclosures. The Complaints will remain pending while the forthcoming mootness fee demand is resolved. Chart maintains that none of the Supplemental Disclosures are material. Nevertheless, resolution of these matters may involve payments by Chart to the stockholders’ attorneys that filed the Complaints and/or submitted the demand letters.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
36
Table of Contents
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| Issuer Purchases of Equity Securities | |||||||||||||||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (1) | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| January 1 – 31, 2026 | 16,454 | $ | 207.86 | — | $ | — | |||||||||||||||||
| February 1 – 28, 2026 | 8,056 | 207.54 | — | — | |||||||||||||||||||
| March 1 – 31, 2026 | — | — | — | — | |||||||||||||||||||
| Total | 24,510 | 207.75 | — | $ | — | ||||||||||||||||||
_______________
(1)Includes shares of common stock surrendered to us during the first quarter of 2026 by participants under our share-based compensation plans to satisfy tax withholding obligations relating to the vesting or payment of equity awards for an aggregate purchase price of approximately $5,091,953. The total number of shares repurchased represents the net shares issued to satisfy tax withholding. All such repurchased shares were subsequently retired during the three months ended March 31, 2026.
(2)On December 11, 2024, our Board of Directors authorized a share repurchase program for up to $250.0 million of the Company’s common stock through various means, including open market transactions, block purchases, privately negotiated transactions or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The program may be modified, discontinued or suspended at any time without prior notice. Pursuant to the terms of the Merger Agreement, we are prohibited from repurchasing shares of the Company’s common stock while the Merger Agreement is in effect, except with respect to shares acquired from employees (i) to satisfy tax withholding obligations upon the vesting or settlement of equity awards, (ii) to pay the exercise price of stock options, or (iii) in connection with the forfeiture of such awards.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
37
Table of Contents
Item 6.Exhibits
The following exhibits are included with this report:
31.1 Rule 13a-14(a) Certification of the Company’s Principal Executive Officer and President (Principal Executive Officer). (x)
31.2 Rule 13a-14(a) Certification of the Company’s Vice President and Chief Financial Officer (Principal Financial Officer). (x)
32.1 Section 1350 Certification of the Company’s Principal Executive Officer and President (Principal Executive Officer). (xx)
32.2 Section 1350 Certification of the Company’s Vice President and Chief Financial Officer (Principal Financial Officer). (xx)
101.INS XBRL Instance Document *
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
_______________
(x) Filed herewith.
(xx) Furnished herewith.
* The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
38
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.
| Chart Industries, Inc. | ||
| (Registrant) | ||
| Date: | May 11, 2026 | By: | /s/ Gerald F. Vinci | ||||||||
| Gerald F. Vinci | |||||||||||
| President | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | May 11, 2026 | By: | /s/ Joseph R. Brinkman | ||||||||
| Joseph R. Brinkman | |||||||||||
Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
39
FAQ
How did Chart Industries (GTLS) perform financially in Q1 2026?
Chart Industries posted a Q1 2026 net loss attributable to common shareholders of $17.1 million, or $(0.36) per share, versus net income of $42.7 million, or $0.95 per share, in Q1 2025, as lower sales and margins reduced profitability.
What happened to Chart Industries (GTLS) revenue and margins in Q1 2026?
Revenue declined 11.7% to $884.8 million in Q1 2026 from $1,001.5 million a year earlier. Consolidated gross margin fell from 33.9% to 28.4%, pressured by lower volumes, unfavorable mix, and higher material and labor costs, including tariff impacts.
How strong is Chart Industries (GTLS) backlog and order activity?
Chart reported ending remaining performance obligations of $6,282.9 million as of March 31, 2026, up from $5,143.6 million a year earlier. Q1 2026 consolidated orders were $1,280.3 million, slightly below the prior year’s $1,315.6 million, reflecting softer demand in some segments.
What is Chart Industries’ (GTLS) debt and liquidity position?
As of March 31, 2026, Chart had total debt, net of issuance costs, of $3.79 billion and cash, cash equivalents, restricted cash, and restricted equivalents of $269.4 million. Net interest expense was $73.0 million in Q1 2026, reflecting a leveraged balance sheet.
What are the key details of the Baker Hughes acquisition of Chart Industries (GTLS)?
Under the approved merger agreement, each Chart common share will be converted into the right to receive $210.00 in cash at closing. Completion is subject to regulatory and other customary conditions, with an outside date that can extend if only regulatory approvals remain outstanding.
How did cash flow from operations change for Chart Industries (GTLS)?
Cash used in operating activities increased sharply to $248.0 million in Q1 2026 from $60.0 million a year earlier. The company attributed the change mainly to the timing of progress billings and vendor payments, which drove larger working capital outflows.