Merger pays $210 per share to Chart Industries (NYSE: GTLS) president
Rhea-AI Filing Summary
Chart Industries president Gerald F. Vinci reported issuer dispositions of common stock and equity awards in connection with a merger with Baker Hughes Company. A total of 27,024 directly held shares and 475 spousal shares of Chart common stock were automatically canceled at $210.00 per share and converted into the right to receive cash under the Merger Agreement. In addition, performance stock units, restricted stock units and stock options over several thousand Chart shares were canceled or converted into cash or Baker Hughes restricted stock units as specified in the merger terms.
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Insights
Analyzing...
Insider Trade Summary
Net Seller: 27,499 shares
Net Sell
5 txns
Insider
Vinci Gerald F
Role
President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F2 | 2,560 | -- | -- |
| Disposition | Restricted Stock Units F3 | 7,577 | -- | -- |
| Disposition | Performance Stock Units F4 | 3,520 | -- | -- |
| Disposition | Common stock, par value $0.01 per share F1 | 27,024 | $210.00 | $5.68M |
| Disposition | Common stock, par value $0.01 per share F1 | 475 | $210.00 | $100K |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Restricted Stock Units — 0 shares (Direct);
Performance Stock Units — 0 shares (Direct);
Common stock, par value $0.01 per share — 0 shares (Direct);
Common stock, par value $0.01 per share — 0 shares (Indirect, By spouse)
Footnotes (4)
- F1. Pursuant to that certain Agreement and Plan of Merger, dated as of July 28, 2025 (the "Merger Agreement"), by and among Baker Hughes Company, Tango Merger Sub, Inc. and Chart Industries, Inc. (the "Company"), at the Effective Time (as defined in the Merger Agreement), the shares of common stock (the "Chart Common Stock") were automatically canceled and converted into the right to receive a cash payment of $210.00 per share of Chart Common Stock (the "Merger Consideration").
- F2. Pursuant to the Merger Agreement, each Chart stock option (each a "Chart Stock Option") held by the reporting person, whether or not vested, was converted into a right to receive an amount in cash equal to the product of (x) the number of shares of Chart Common Stock subject to such Chart Stock Option immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration over the applicable exercise price.
- F3. Pursuant to the Merger Agreement, (i) 2,597 time-vesting Chart restricted stock units (each a "Chart RSU") held by the reporting person that were granted prior to the date of the Merger Agreement fully vested and were converted into a right to receive an amount in cash equal to the Merger Consideration; and (ii) 4,980 Chart RSUs granted on or after the date of the Merger Agreement were converted into the right to receive a Baker Hughes restricted stock unit with respect to a number of shares equal to the product of (x) the number of shares of Chart Common Stock subject to such Chart RSU, including any unpaid dividends or dividend equivalents, and (y) an equity award exchange ratio based on the Merger Consideration, in each case determined in accordance with the Merger Agreement.
- F4. Pursuant to the Merger Agreement, each restricted stock unit that was subject to performance-based vesting conditions (each, a "Chart PSU") held by the reporting person vested pro-rata based on the number of full months completed in the applicable performance period prior to the Effective Time in accordance with the underlying award agreement and was converted into a right to receive an amount in cash equal to the product of (x) the number of shares of Chart Common Stock subject to such Chart PSU immediately prior to the Effective Time with the level of performance deemed to be satisfied at the target level of performance and (y) the Merger Consideration, and the remaining unvested portion of each such Chart PSU that did not accelerate and vest was canceled and converted into the right to receive a separate cash-based award in accordance with the Merger Agreement.
Key Figures
Merger Consideration per Share: $210.00 per share
Direct Shares Disposed: 27,024 shares
Spousal Shares Disposed: 475 shares
+5 more
8 metrics
Merger Consideration per Share
$210.00 per share
Cash paid for each share of Chart common stock at the Effective Time
Direct Shares Disposed
27,024 shares
Chart common stock held directly by Gerald F. Vinci canceled for cash
Spousal Shares Disposed
475 shares
Chart common stock held indirectly by spouse canceled for cash
Performance Stock Units Disposed
3,520 units
Chart performance stock units canceled or settled under the Merger Agreement
Restricted Stock Units Disposed
7,577 units
Chart RSUs canceled or converted in connection with the merger
Stock Options Disposed
2,560 options
Chart stock options converted into cash rights under the Merger Agreement
RSUs Vested for Cash
2,597 RSUs
Time-vesting RSUs vested and paid in cash at the Merger Consideration
RSUs Converted to Baker Hughes RSUs
4,980 RSUs
Chart RSUs converted into Baker Hughes restricted stock units using an exchange ratio
Key Terms
Agreement and Plan of Merger, Merger Consideration, Performance Stock Units, Restricted Stock Units, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to that certain Agreement and Plan of Merger, dated as of July 28, 2025"
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.
Merger Consideration financial
"converted into the right to receive a cash payment of $210.00 per share of Chart Common Stock"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Performance Stock Units financial
"each restricted stock unit that was subject to performance-based vesting conditions (each, a "Chart PSU")"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Restricted Stock Units financial
"time-vesting Chart restricted stock units (each a "Chart RSU") held by the reporting person"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Chart Stock Option financial
"each Chart stock option (each a "Chart Stock Option") held by the reporting person"
equity award exchange ratio financial
"and (y) an equity award exchange ratio based on the Merger Consideration"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Chart Industries (GTLS) president Gerald F. Vinci report in this Form 4?
Gerald F. Vinci reported issuer dispositions of his Chart Industries equity in connection with a merger. His common shares and various equity awards were automatically canceled and converted into cash or Baker Hughes equity pursuant to the Merger Agreement.
How were Gerald F. Vinci’s Chart Industries (GTLS) stock options treated?
Each Chart stock option held by Vinci was converted into a right to receive cash. The cash equals the number of underlying shares multiplied by the excess, if any, of the $210.00 Merger Consideration over the option’s exercise price, as set out in the Merger Agreement.
What happened to Gerald F. Vinci’s Chart Industries (GTLS) restricted stock units?
Vinci’s pre-merger Chart RSUs fully vested for 2,597 units and were paid in cash at $210.00 per share. An additional 4,980 Chart RSUs were converted into Baker Hughes restricted stock units using an equity award exchange ratio tied to the Merger Consideration.
How were Gerald F. Vinci’s performance stock units in Chart Industries (GTLS) handled?
Each performance-based RSU vested on a pro-rata basis based on completed months in the performance period, with performance deemed at target. Vested units were paid in cash at $210.00 per share, and remaining unvested portions became separate cash-based awards.