Chart Industries (NYSE: GTLS) CTO receives $210 per share in Baker Hughes deal
Rhea-AI Filing Summary
Chart Industries Chief Technology Officer Joseph A. Belling reported the disposition of his equity in connection with the company’s merger with Baker Hughes. 15,731 shares of Chart common stock were automatically canceled at the merger’s Effective Time and converted into the right to receive $210.00 per share in cash, defined as the Merger Consideration.
All reported equity awards were also addressed under the Merger Agreement. 1,350 stock options were converted into a right to receive cash based on the excess of the Merger Consideration over the exercise price. Time-vesting RSUs were split, with 2,136 units vesting into cash rights and 2,620 units converted into Baker Hughes RSUs under an equity award exchange ratio. His performance stock units (1,780 units) vested pro rata at target and were converted into rights to receive cash, with any remaining unvested portion replaced by a cash-based award. Following these transactions, this report shows Belling with no remaining Chart equity positions in the securities listed.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Net Seller: 15,731 shares
Net Sell
4 txns
Insider
Belling Joseph A
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F2 | 1,350 | -- | -- |
| Disposition | Restricted Stock Units F3 | 4,756 | -- | -- |
| Disposition | Performance Stock Units F4 | 1,780 | -- | -- |
| Disposition | Common stock, par value $0.01 per share F1 | 15,731 | $210.00 | $3.30M |
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)
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) 2,136 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) 2,620 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
Common shares canceled: 15,731 shares
Merger Consideration per share: $210.00 per share
Performance stock units affected: 1,780 units
+3 more
6 metrics
Common shares canceled
15,731 shares
Chart common stock automatically canceled and converted into right to receive $210.00 per share at the Effective Time
Merger Consideration per share
$210.00 per share
Cash payment for each share of Chart Common Stock under the Agreement and Plan of Merger
Performance stock units affected
1,780 units
Chart PSUs vested pro rata at target and converted into rights to receive cash based on the $210.00 Merger Consideration
Time-vesting RSUs cashed out
2,136 units
Chart RSUs fully vested and converted into rights to receive cash equal to the $210.00 Merger Consideration
RSUs converted to Baker Hughes RSUs
2,620 units
Chart RSUs converted into Baker Hughes restricted stock units using an equity award exchange ratio based on the Merger Consideration
Stock options converted
1,350 options
Chart stock options converted into cash rights equal to shares times the excess of $210.00 over the exercise price
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 (the "Merger Consideration")"
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
"security_title": "Performance Stock Units""
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
"security_title": "Restricted Stock Units""
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.
equity award exchange ratio financial
"subject to such Chart RSU... and (y) an equity award exchange ratio based on the Merger Consideration"
cash-based award financial
"remaining unvested portion of each such Chart PSU... was canceled and converted into the right to receive a separate cash-based award"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Chart Industries (GTLS) CTO Joseph A. Belling report in this Form 4?
Joseph A. Belling reported the merger-related disposition of his Chart equity. 15,731 common shares were canceled for a right to receive $210.00 per share, and his options, RSUs, and PSUs were converted into cash rights or Baker Hughes equity awards under the Merger Agreement.
How were Joseph A. Belling’s stock options treated in the Chart Industries–Baker Hughes merger?
Each Chart stock option held by Belling was converted into a right to receive cash. The amount equals the number of underlying shares multiplied by the excess of the $210.00 Merger Consideration over the option’s exercise price, consistent with the Merger Agreement terms.
What happened to Joseph A. Belling’s RSUs and PSUs at Chart Industries (GTLS) in the merger?
For RSUs, 2,136 units fully vested into cash rights at the $210.00 Merger Consideration, while 2,620 units converted into Baker Hughes RSUs via an exchange ratio. His performance stock units vested pro rata at target into cash rights, with remaining portions converted into separate cash-based awards.
Does Joseph A. Belling still hold Chart Industries (GTLS) equity after the Baker Hughes merger?
According to this Form 4, Belling’s reported holdings in the listed Chart securities each show 0 units following the transactions. His common shares, options, RSUs, and PSUs were canceled or converted into cash rights or Baker Hughes equity awards under the Merger Agreement structure.