EU review starts for Chart Industries (NYSE: GTLS) Baker Hughes deal

Rhea-AI Filing Summary

Chart Industries provides an update on its planned merger with Baker Hughes. Baker Hughes has filed a Form CO with the European Commission, starting the Commission’s Phase I review of the deal. Chart currently expects the merger to close in July 2026, subject to European Commission and other regulatory approvals and customary closing conditions.

Insights

M&A and regulatory risk analyst

EU antitrust review for the Baker Hughes–Chart deal has formally begun.

The update confirms that Baker Hughes has filed a Form CO with the European Commission for its planned acquisition of Chart Industries. This starts the EC’s Phase I review, an initial competition assessment that all sizeable mergers in the EU must pass.

Chart now indicates an expected closing in July 2026, explicitly tying this to receiving EC and other regulatory approvals plus customary closing conditions. The forward‑looking statements section highlights risks such as potential delays, failure to obtain approvals, possible competing proposals, and the chance the merger agreement could be terminated with a termination fee.

The filing does not change the economics of the merger but clarifies regulatory process and timing. Actual completion depends on the EC’s Phase I outcome and any additional reviews, as well as continued stakeholder support and absence of disruptive events referenced in the risk factors of Chart’s Form 10‑K for the year ended December 31, 2025.

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

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

3 metrics

Form CO filing date May 21, 2026 Baker Hughes submitted Form CO to European Commission

Expected merger closing July 2026 Chart’s anticipated closing date, subject to approvals

Merger agreement date July 28, 2025 Date Chart and Baker Hughes signed Agreement and Plan of Merger

Key Terms

Agreement and Plan of Merger, Form CO, Phase I review period, termination fee, +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

"on May 21, 2026, Baker Hughes filed a Form CO with the EC"

Phase I review period regulatory

"which initiates the EC’s Phase I review period"

termination fee financial

"including in 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.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A of the Securities 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.

Understanding 8-K Material Events →

CHART INDUSTRIES INC false 0000892553 0000892553 2026-05-21 2026-05-21

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): May 21, 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.

Chart and Baker Hughes have concluded their pre-notification process with the European Commission (the “EC”), and on May 21, 2026, Baker Hughes filed a Form CO with the EC, which initiates the EC’s Phase I review period. Based on the prescribed timelines for the Phase I review, and subject to receipt of the EC’s approval and other regulatory approvals and customary closing conditions, Chart expects 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 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

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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: May 21, 2026

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FAQ

What merger update does Chart Industries (GTLS) provide in this 8-K?

Chart Industries reports that Baker Hughes has filed a Form CO with the European Commission for their planned merger. This filing starts the EU Phase I review and supports Chart’s expectation that, if approvals are received and conditions met, the merger could close in July 2026.

When does Chart Industries (GTLS) expect the Baker Hughes merger to close?

Chart Industries currently expects the merger with Baker Hughes to close in July 2026. This timing depends on receiving European Commission approval following Phase I review, obtaining other required regulatory approvals, and satisfying customary closing conditions outlined in the Agreement and Plan of Merger.

What regulatory step did Baker Hughes take for acquiring Chart Industries (GTLS)?

Baker Hughes filed a Form CO with the European Commission on May 21, 2026, regarding its planned acquisition of Chart Industries. This submission formally begins the European Commission’s Phase I competition review of the merger between Baker Hughes and Chart.

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

Chart highlights risks including delays or failure to obtain regulatory approvals, potential competing acquisition proposals, termination of the merger agreement with a possible termination fee, unforeseen liabilities, higher-than-expected transaction costs, business disruption, and uncertainty over whether the merger will be completed on the anticipated timeline or at all.

What is the Agreement and Plan of Merger involving Chart Industries (GTLS)?

The Agreement and Plan of Merger, dated July 28, 2025, is a contract among Chart Industries, Baker Hughes, and Tango Merger Sub. It provides that Tango Merger Sub will merge with and into Chart, leaving Chart as an indirect wholly owned subsidiary of Baker Hughes after completion.

Where can investors find additional risk information about Chart Industries (GTLS)?

Investors can review the risk factors in Part 1, Item 1A of Chart’s Annual Report on Form 10-K for the year ended December 31, 2025. Additional relevant risks may appear in other Chart filings available through its website or the SEC’s EDGAR system.

Filing Exhibits & Attachments

3 documents

Other Documents

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