Chart Industries (NYSE: GTLS) details EC Phase I review of Baker Hughes deal

Rhea-AI Filing Summary

Chart Industries provides an update on its planned acquisition by Baker Hughes. The companies are in discussions with the European Commission about possible commitments to obtain merger clearance during the EC’s initial Phase I review.

They state that any proposed commitments are not expected to materially affect the commercial rationale or expected benefits of the deal. Subject to European Commission approval and other customary closing conditions, Chart continues to expect the merger to close in July 2026.

Insights

M&A and regulatory analyst

Chart and Baker Hughes report EC Phase I merger review is progressing with potential commitments, while maintaining a July 2026 closing target.

Chart Industries explains that its acquisition by Baker Hughes is under review by the European Commission. After submitting a Form CO on May 21, 2026, the parties are now discussing possible commitments to secure clearance within the EC’s Phase I review.

The companies state that these potential commitments are not expected to have a material impact on the commercial rationale or benefits of the merger. They continue to target a closing in July 2026, but highlight conditions such as regulatory approvals, potential competing offers, and the risk of termination of the merger agreement.

They also reference broader risks including potential disruption to business operations, employee retention challenges, and unforeseen liabilities. Future company filings and regulatory decisions, particularly the European Commission’s ruling following this Phase I process, will determine whether the merger completes on the anticipated timetable.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Merger agreement date: July 28, 2025 Form CO submission date: May 21, 2026 Expected merger closing: July 2026

3 metrics

Merger agreement date July 28, 2025 Agreement and Plan of Merger among Chart, Baker Hughes, and Merger Sub

Form CO submission date May 21, 2026 Merger filing with the European Commission

Expected merger closing July 2026 Targeted closing date, subject to EC approval and conditions

Key Terms

Agreement and Plan of Merger, Form CO, Phase I review, forward-looking statements, +1 more

5 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Form CO regulatory

"submission of a Form CO with the European Commission (the “EC”) on May 21, 2026"

Phase I review regulatory

"in order to procure clearance of the Merger by the EC in its initial Phase I review period"

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

termination fee financial

"circumstances that would require Chart to pay a termination fee"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

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Understanding 8-K Material Events →

CHART INDUSTRIES INC false 0000892553 0000892553 2026-06-19 2026-06-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2026

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-11442		34-1712937
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

8665 New Trails Drive, Suite 100, The Woodlands, Texas		77381
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (770) 721-8800

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.01		GTLS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

As previously reported, on July 28, 2025, Chart Industries, Inc., a Delaware corporation (“Chart”), Baker Hughes Company, a Delaware corporation (“Baker Hughes”), and Tango Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Baker Hughes (“Merger Sub”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), pursuant to which Chart will be acquired by Baker Hughes through a merger of Merger Sub with and into Chart (the “Merger”), with Chart surviving the Merger as an indirect wholly owned subsidiary of Baker Hughes.

Following the previously reported submission of a Form CO with the European Commission (the “EC”) on May 21, 2026, Chart and Baker Hughes confirm that they are in discussions with the EC regarding possible commitments in order to procure clearance of the Merger by the EC in its initial Phase I review period. The proposed commitments, if adopted, are not expected to have a material impact upon the commercial rationale for, or the benefits of, the Merger.

Based on the prescribed timelines for the Phase I review, including an extension of the Phase I review period as a result of the commitments under discussion, and subject to receipt of the EC’s approval and customary closing conditions, Chart continues to expect the Merger to close in July 2026.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended (each a “forward-looking statement”). All statements, other than historical facts, including statements regarding the presentation of Chart’s operations in future reports and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such

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statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ include, but are not limited to: potential delays in consummating the Merger, 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 that 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 with Baker Hughes 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 Merger on the parties’ business relationships and business generally; risks that the Merger disrupts current plans and operations of Chart or Baker Hughes and potential difficulties in employee retention as a result of the Merger, as well as the risk of disruption of management and ongoing business operations during the pendency of, the Merger; uncertainties as to whether the Merger will be consummated on the anticipated timing or at all. Other important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the risk factors identified in the “Risk Factors” section of Part 1 of Item 1A of Chart’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 27, 2026, and those set forth from time-to-time in other filings by Chart with the SEC. These documents are available through Chart’s website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (EDGAR) system at http://www.sec.gov.

Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. Chart does not undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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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 hereunto duly authorized.

				CHART INDUSTRIES, INC.
				By:		/s/ Gerald F.Vinci
				Name:		Gerald F. Vinci
				Title:		President (Principal Executive Officer)
Date: June 22, 2026

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FAQ

What merger involving Chart Industries (GTLS) is described in this 8-K?

The filing describes the planned acquisition of Chart Industries by Baker Hughes through a merger of a Baker Hughes subsidiary into Chart, leaving Chart as an indirect wholly owned subsidiary of Baker Hughes if the transaction is completed.

What is the current status of the Chart Industries (GTLS) and Baker Hughes merger?

Chart and Baker Hughes are in discussions with the European Commission about possible commitments to obtain Phase I merger clearance. They continue to expect the merger to close in July 2026, subject to EU approval and other customary closing conditions being satisfied.

How might European Commission review affect the Chart Industries (GTLS) merger?

The European Commission is reviewing the merger in its initial Phase I period. Chart and Baker Hughes are discussing possible commitments to secure approval. The companies state these commitments are not expected to materially affect the commercial rationale or anticipated benefits of the transaction.

What risks to the Chart Industries (GTLS) and Baker Hughes merger does the filing highlight?

The filing cites risks including potential delays or failure to receive regulatory approvals, competing offers, possible termination of the merger agreement with a termination fee, unforeseen liabilities, stakeholder approvals, higher-than-expected costs, and disruption to business operations or employee retention.

When was the merger agreement between Chart Industries (GTLS) and Baker Hughes originally signed?

Chart states that the merger agreement was entered into on July 28, 2025 among Chart Industries, Baker Hughes, and Tango Merger Sub, Inc. This agreement sets the framework under which Chart would become an indirect wholly owned subsidiary of Baker Hughes if the merger closes.

What regulatory filing did Chart Industries (GTLS) submit to the European Commission?

Chart references submission of a Form CO to the European Commission on May 21, 2026. This filing started the Commission’s merger control review, which is currently in the initial Phase I period while possible clearance commitments are discussed.

Filing Exhibits & Attachments

3 documents

Other Documents

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