Chart Industries (NYSE: GTLS) sets terms for Series B preferred stock conversion

Rhea-AI Filing Summary

Chart Industries, Inc. will complete the previously disclosed mandatory conversion of its 6.75% Series B Mandatory Convertible Preferred Stock on December 15, 2025, the mandatory conversion date. Under the certificate of designations, each preferred share outstanding on that date will automatically convert into 7.0520 shares of common stock, based on the average trading price of the common shares over the 20 trading days ending on December 11, 2025. Each NYSE-traded depositary share (GTLS.PRB), which represents a 1/20th interest in a preferred share, will therefore convert into 0.3526 shares of common stock.

The conversion will occur automatically, without any action required from holders, and investors of record at the close of business on the conversion date will receive the related common shares. No fractional common shares will be issued; any fractional amounts will be paid out in cash as provided in the governing terms. Trading in the depositary shares on the New York Stock Exchange is expected to be suspended before the market opens on the conversion date, and the depositary shares are expected to be delisted afterward.

Insights

Capital structure and equity securities analyst

Chart is converting its Series B preferred into common stock and delisting the related depositary shares.

Chart Industries confirms the mechanics of the mandatory conversion of its 6.75% Series B Mandatory Convertible Preferred Stock. On December 15, 2025, each preferred share will convert into 7.0520 shares of common stock, with each GTLS.PRB depositary share, representing 1/20th of a preferred share, converting into 0.3526 common shares. The conversion rate is based on the arithmetic average of the daily volume-weighted average price of the common stock over the 20 trading days ending on December 11, 2025, as specified in the certificate of designations.

This event simplifies the company’s equity stack by eliminating the preferred layer tied to GTLS.PRB and replacing it with common equity, while settling any fractional common shares in cash. Trading in the depositary shares is expected to be suspended before the conversion date and the depositary shares are expected to be delisted from the NYSE thereafter. The overall impact on investors depends on the number of preferred and depositary shares held and how the added common shares are valued relative to existing holdings.

CHART INDUSTRIES INC false 0000892553 0000892553 2025-12-11 2025-12-11 0000892553 us-gaap:CommonStockMember 2025-12-11 2025-12-11 0000892553 us-gaap:SeriesBPreferredStockMember 2025-12-11 2025-12-11

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 11, 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: (770) 721-8800

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 8.01 Other Events

As previously disclosed, on December 15, 2025 (the “Mandatory Conversion Date”), each outstanding depositary share (NYSE: GTLS.PRB) (each, a “Depositary Share”) of Chart Industries, Inc. (the “Company”), representing a 1/20th interest in a share of the Company’s 6.75% Series B Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), will automatically convert into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

Under the applicable certificate of designations (the “Certificate of Designations”), unless earlier converted in accordance with its terms, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert on the Mandatory Conversion Date into a number of shares of Common Stock at the “Mandatory Conversion Rate”, which is based on the arithmetic average of the daily volume-weighted average price of the Common Stock over the 20 consecutive trading day period ending on, and including, December 11, 2025 (the “Final Averaging Period”). Following completion of the Final Averaging Period, the Company determined, in accordance with the Certificate of Designations, that each share of Mandatory Convertible Preferred Stock outstanding on the Mandatory Conversion Date will automatically convert into 7.0520 shares of Common Stock (and, correspondingly, each Depositary Share outstanding on the Mandatory Conversion Date will automatically convert into 0.3526 shares of Common Stock).

The automatic conversion of the Depositary Shares on the Mandatory Conversion Date will occur without any action on the part of holders of Depositary Shares. Holders of Depositary Shares as of the close of business on the Mandatory Conversion Date will be entitled to receive the shares of Common Stock issuable upon conversion of such Depositary Shares.

No fractional shares of Common Stock will be issued in connection with the conversion. Any resulting fractional share will be settled in cash in an amount determined in accordance with the Certificate of Designations.

Trading in the Depositary Shares on the New York Stock Exchange (“NYSE”) is expected to be suspended prior to the opening of trading on the Mandatory Conversion Date, and the Depositary Shares are expected to subsequently be delisted.

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 C. Evanko
Name:		Jillian C. Evanko
Title:		President and Chief Executive Officer

Date: December 11, 2025