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Chart Industries (NYSE: GTLS) CAO surrenders 107 shares for tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Chart Industries Chief Accounting Officer Mark Durham surrendered 107 shares of common stock on July 10, 2026 to satisfy tax withholding obligations at an indicated value of $209.87 per share. This exempt Rule 16b-3 transaction left him holding 3,074 shares directly.

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Insider Durham Mark
Role Chief Accounting Officer
Type Security Shares Price Value
Tax Withholding Common stock, par value $0.01 per share 107 $209.87 $22K
Holdings After Transaction: Common stock, par value $0.01 per share — 3,074 shares (Direct)
Footnotes (1)
  1. [object Object]
Shares surrendered for tax withholding 107 shares Tax-withholding disposition on July 10, 2026
Indicated share value $209.87 per share Value used for tax-withholding disposition
Shares held after transaction 3,074 shares Direct holdings following July 10, 2026 transaction
Rule 16b-3 exempt shares 107 shares Shares surrendered in an exempt transaction under Rule 16b-3
Rule 16b-3 regulatory
"satisfy tax withholding liabilities in an exempt transaction under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
tax withholding liabilities financial
"surrendered 107 shares to satisfy tax withholding liabilities"
Chief Accounting Officer financial
"reporting person serves as Chief Accounting Officer"
A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.
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FAQ

What did GTLS insider Mark Durham report in this Form 4?

Mark Durham, Chart Industries’ Chief Accounting Officer, reported surrendering 107 shares of common stock on July 10, 2026. The shares were used solely to cover tax withholding liabilities in an exempt Rule 16b-3 transaction, not an open-market sale.

How many Chart Industries (GTLS) shares were surrendered for taxes?

Durham surrendered 107 shares of Chart Industries common stock. The filing explains these shares were delivered to satisfy tax withholding liabilities related to equity compensation, treated as an exempt transaction under Rule 16b-3 rather than a discretionary market trade.

At what value were the GTLS shares used for tax withholding?

The surrendered shares carried an indicated value of $209.87 per share. This price was used to calculate the number of shares needed to satisfy Durham’s tax withholding obligations associated with equity awards, according to the Form 4 disclosure.

How many GTLS shares does Mark Durham hold after the transaction?

After the tax-withholding disposition, Durham directly holds 3,074 shares of Chart Industries common stock. This figure reflects his post-transaction ownership as reported, indicating he retained the majority of his position following the withholding event.

Was the GTLS insider transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Durham surrendered 107 shares to cover tax liabilities in an exempt Rule 16b-3 transaction, a common administrative step tied to equity compensation vesting or exercises.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Durham Mark

(Last)(First)(Middle)
8665 NEW TRAILS DRIVE, SUITE 100

(Street)
THE WOODLANDS TEXAS 77381

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [ GTLS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common stock, par value $0.01 per share07/10/2026F(1)107D$209.873,074D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reporting person surrendered 107 shares to satisfy tax withholding liabilities in an exempt transaction under Rule 16b-3.
Remarks:
/s/ Mark Durham, by Gregory J. Dziak, his attorney-in-fact07/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)