Chart Industries (NYSE: GTLS) details executive retention pay for Baker Hughes merger

Rhea-AI Filing Summary

Chart Industries, Inc. disclosed new executive retention arrangements tied to its pending merger with Baker Hughes Company. The company agreed to pay one-time retention bonuses of $750,000 each to Vice President, General Counsel and Secretary Herbert Hotchkiss and Chief Human Resources Officer Gerry Vinci, and a $200,000 retention bonus to Chief Technology Officer Joseph Belling.

The bonuses for Mr. Hotchkiss and Mr. Vinci are intended to retain them until nine months after the merger closes, are payable on or before December 31, 2025, and must be repaid on a net after-tax basis if they resign without “Good Reason” or are terminated for “Cause” before the retention date or, if the merger does not close, before the merger agreement is terminated. Mr. Belling’s bonus is designed to keep him through the 12‑month anniversary of the merger closing and vests then, or earlier if, after the merger is consummated, he is terminated without “Cause” or resigns for “Good Reason.”

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 8-K

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2025

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. Employment Identification No.)

8665 New Trails Drive, Suite 100, The Woodlands, TX 77381

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (281) 364-8700

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
Depositary shares, each representing 1/20th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01		GTLS.PRB		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 December 22, 2025, Chart Industries, Inc. (“Chart”), in connection with that certain Agreement and Plan of Merger, dated as of July 28, 2025, by and among Chart, Baker Hughes Company and Tango Merger Sub, Inc. (the “Merger Agreement”, and the transactions contemplated thereby, the “Merger”), entered into (i) a letter agreement with Mr. Herbert Hotchkiss, the Vice President, General Counsel and Secretary of Chart (the “Hotchkiss Letter Agreement”), and (ii) a letter agreement with Mr. Gerry Vinci, the Chief Human Resources Officer of Chart (the “Vinci Letter Agreement” and, together with the Hotchkiss Letter Agreement, the “H&V Letter Agreements”).

The H&V Letter Agreements provide for the payment of one-time retention bonuses of $750,000 to each of Messrs. Hotchkiss and Vinci (the “H&V Retention Bonuses”), which are intended to induce Messrs. Hotchkiss and Vinci to remain employed until the nine (9)-month anniversary of the closing of the Merger (the “H&V Retention Date”), but for the purpose of mitigating the potential impacts of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, on Chart and such executive officers, the H&V Retention Bonuses will be paid to Messrs. Hotchkiss and Vinci on or prior to December 31, 2025. The H&V Retention Bonuses are subject to repayment (on a net after-tax basis) in the event that the applicable executive officer resigns from Chart without “Good Reason” or Chart terminates his employment for “Cause” (as such terms are defined in each executive officer’s employment agreement) prior to the earlier of (x) the H&V Retention Date and (y) in the event the Merger is not consummated, the date on which the Merger Agreement is terminated.

On December 29, 2025, also in connection with the Merger Agreement, Chart entered into a letter agreement with Mr. Joseph Belling, the Chief Technology Officer of Chart (the “JB Letter Agreement” and, together with the H&V Letter Agreements, the “Letter Agreements”). The JB Letter Agreement provides for the payment of a one-time retention bonus of $200,000 to Mr. Belling (the “JB Retention Bonus”), which is intended to induce Mr. Belling to remain employed until the twelve (12) month anniversary of the closing of the Merger (the “JB Retention Date”). The JB Retention Bonus shall vest on the JB Retention Date, subject to Mr. Belling’s continued employment through such date; provided, however, that, in the event that the Merger is consummated and his employment is thereafter terminated by Chart other than for “Cause” or Mr. Belling resigns for “Good Reason” (in each case, as defined in his employment agreement), in either case prior to the JB Retention Date, the JB Retention Bonus shall vest in full.

The description contained herein of the Letter Agreements is a summary only and is qualified in its entirety by reference to the full text of the Letter Agreements, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.		Description
10.1		Letter Agreement, dated as of December 22, 2025, by and between Chart and Mr. Hotchkiss.
10.2		Letter Agreement, dated as of December 22, 2025, by and between Chart and Mr. Vinci.
10.3		Letter Agreement, dated as of December 29, 2025, by and between Chart and Mr. Belling.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Jillian Evanko
Name:		Jillian Evanko
Title:		President and Chief Executive Officer

Date: December 29, 2025

FAQ

What did Chart Industries (GTLS) disclose in this 8-K filing?

Chart Industries reported that it entered into executive retention letter agreements with its General Counsel, Chief Human Resources Officer, and Chief Technology Officer in connection with its Agreement and Plan of Merger with Baker Hughes Company.

Which Chart Industries executives are receiving retention bonuses and in what amounts?

Vice President, General Counsel and Secretary Herbert Hotchkiss and Chief Human Resources Officer Gerry Vinci will each receive a $750,000 one-time retention bonus, while Chief Technology Officer Joseph Belling will receive a $200,000 one-time retention bonus.

How are the retention bonuses for Hotchkiss and Vinci structured?

The $750,000 bonuses for Messrs. Hotchkiss and Vinci are intended to retain them until the nine-month anniversary of the merger closing and will be paid on or before December 31, 2025. They must repay the bonuses on a net after-tax basis if they resign without “Good Reason” or are terminated for “Cause” before that retention date or, if the merger is not consummated, before the merger agreement is terminated.

What are the vesting conditions for Joseph Belling’s retention bonus at Chart Industries?

Mr. Belling’s $200,000 retention bonus is intended to keep him employed until the 12‑month anniversary of the merger closing. It vests at that date, subject to his continued employment, but will also vest in full if, after the merger is consummated, his employment is terminated by Chart other than for “Cause” or he resigns for “Good Reason” before that date.

How are these Chart Industries retention bonuses linked to the Baker Hughes merger?

All three retention arrangements are described as being entered into in connection with the Agreement and Plan of Merger among Chart Industries, Baker Hughes Company, and Tango Merger Sub, Inc., with retention periods keyed to the closing and post-closing anniversaries of the merger or to the termination of the merger agreement if it is not consummated.

Where can investors find the full terms of the Chart Industries executive retention agreements?

The complete terms are included as Exhibits 10.1, 10.2, and 10.3 to the filing, which contain the full text of the letter agreements with Messrs. Hotchkiss, Vinci, and Belling and are incorporated by reference.