Chart Industries (NYSE: GTLS) amends senior advisor role amid Baker Hughes deal

Rhea-AI Filing Summary

Chart Industries, Inc. entered into an Amendment to the Senior Advisor Agreement with Baker Hughes Company and Jillian C. Evanko. The amendment sets a termination date for Ms. Evanko’s Senior Advisor services, establishes a fixed fee for those services, and includes other mutual arrangements related to her role.

The report also contains extensive forward-looking statements about Chart’s pending merger with Baker Hughes, outlining risks such as potential regulatory delays, possible termination of the merger agreement, higher-than-expected transaction costs, operational disruptions, and the need for various stakeholder approvals. These statements are qualified by reference to existing risk factors in Chart’s prior SEC filings.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Senior Advisor Agreement, forward-looking statements, Merger Agreement, termination fee, +1 more

5 terms

Senior Advisor Agreement financial

"the Senior Advisor Agreement, dated as of November 16, 2025"

forward-looking statements regulatory

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

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.

Merger Agreement financial

"the termination of the Merger Agreement, including in circumstances"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

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.

Risk Factors regulatory

"the risk factors identified in the “Risk Factors” section of Part 1"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

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Understanding 8-K Material Events →

CHART INDUSTRIES INC false 0000892553 0000892553 2026-06-15 2026-06-15

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 15, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2026, Chart Industries, Inc. (“Chart”), Baker Hughes Company (“Baker Hughes”) and Jillian C. Evanko entered into an amendment (the “Amendment”) to that certain Senior Advisor Agreement, dated as of November 16, 2025 (the “Senior Advisor Agreement”), by and between Chart and Ms. Evanko, which was previously reported on Form 8-K filed on November 17, 2025. The Amendment provides for (i) a termination date with respect to Ms. Evanko’s services as Senior Advisor, (ii) a fixed fee payable to Ms. Evanko for such services (subject to the terms and conditions set forth in the Senior Advisor Agreement) and (iii) certain other mutual agreements among the parties with respect to matters related thereto.

The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Senior Advisor Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment to Senior Advisor Agreement, dated as of June 15, 2026, by and among Chart Industries, Inc., Baker Hughes Company and Jillian C. Evanko.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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,

2

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 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.

3

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/ Herbert G. Hotchkiss
				Name:		Herbert G. Hotchkiss
				Title:		Vice President, General Counsel and Secretary
Date: June 15, 2026

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FAQ

What did Chart Industries (GTLS) change in Jillian Evanko’s senior advisor role?

Chart Industries amended Jillian C. Evanko’s Senior Advisor Agreement with Baker Hughes and the company. The amendment sets a termination date for her advisory services, defines a fixed fee, and adds other mutual arrangements governing how her senior advisor role will conclude and be compensated.

Does the Chart Industries (GTLS) 8-K announce completion of the Baker Hughes merger?

No, the 8-K discusses the pending merger with Baker Hughes only in forward-looking statements. It highlights uncertainties around regulatory approvals, potential termination of the merger agreement, transaction costs, and business disruption risks, emphasizing that completion and timing of the merger are not assured in this filing.

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

Chart Industries lists risks including potential delays from regulatory approvals, possible termination of the merger agreement, unforeseen liabilities, higher-than-expected transaction costs, business disruptions, employee retention challenges, and uncertainties about whether the merger will be completed on the anticipated timeline or at all.

How will Jillian Evanko be compensated under the amended senior advisor agreement at Chart Industries (GTLS)?

The amendment provides for a fixed fee for Ms. Evanko’s Senior Advisor services, subject to the existing terms and conditions of the Senior Advisor Agreement. Specific dollar amounts are not described here; full economic details are contained in the filed Amendment referenced as Exhibit 10.1.

Where can investors find the full text of the Chart Industries (GTLS) amendment with Jillian Evanko?

The complete Amendment to the Senior Advisor Agreement is filed as Exhibit 10.1 to this report. Investors can access it through Chart Industries’ SEC filings on the EDGAR system, which provides the detailed contractual terms referenced but not fully summarized in the narrative.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 14.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB