Chart Industries (NYSE: GTLS) GC surrenders 143 shares for tax withholding

Rhea-AI Filing Summary

CHART INDUSTRIES INC officer Herbert Hotchkiss reported a routine tax-related share disposition. He surrendered 143 shares of common stock at $208.29 per share to cover tax withholding liabilities in an exempt transaction under Rule 16b-3, rather than selling shares on the open market.

After this tax-withholding disposition, he directly holds 23,553 shares of common stock. In addition, 296 shares are reported as held indirectly through his spouse’s IRA.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hotchkiss Herbert

Role VP, GC and Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common stock, par value $0.01 per share	143	$208.29	$30K
holding	Common stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Common stock, par value $0.01 per share — 23,553 shares (Direct, null); Common stock, par value $0.01 per share — 296 shares (Indirect, By Spouse's IRA)

Footnotes (1)

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Key Figures

Tax-withholding shares: 143 shares Tax-withholding price: $208.29 per share Direct holdings after transaction: 23,553 shares +1 more

4 metrics

Tax-withholding shares 143 shares Shares surrendered to satisfy tax withholding liabilities

Tax-withholding price $208.29 per share Value applied to the 143 surrendered shares

Direct holdings after transaction 23,553 shares Common stock directly held following tax-withholding disposition

Indirect spouse IRA holdings 296 shares Common stock held indirectly via spouse’s IRA

Key Terms

Rule 16b-3, tax withholding liabilities, Common stock, par value $0.01 per share, indirect ownership

4 terms

Rule 16b-3 regulatory

"surrendered 143 shares to 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 143 shares to satisfy tax withholding liabilities in an exempt transaction"

Common stock, par value $0.01 per share financial

"Common stock, par value $0.01 per share"

indirect ownership financial

"296.0000 … By Spouse's IRA"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Hotchkiss Herbert

(Last) (First) (Middle)

C/O CHART INDUSTRIES, INC.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, GC and Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	05/21/2026		F(1)		143	D	$208.29	23,553	D
Common stock, par value $0.01 per share								296	I	By Spouse's IRA

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person surrendered 143 shares to satisfy tax withholding liabilities in an exempt transaction under Rule 16b-3.

Remarks:

	/s/ Herbert G. Hotchkiss, by Arthur C. Hall III, his attorney-in-fact	05/22/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider transaction did Herbert Hotchkiss report for GTLS?

Herbert Hotchkiss reported surrendering shares to cover taxes, not an open-market sale. He delivered 143 shares of Chart Industries common stock to satisfy tax withholding liabilities in a transaction classified as exempt under SEC Rule 16b-3.

How many CHART INDUSTRIES (GTLS) shares were used for tax withholding?

The filing shows 143 shares of Chart Industries common stock were surrendered for tax withholding. These shares were valued at $208.29 each for this purpose, according to the reported transaction price per share in the Form 4.

Did Herbert Hotchkiss sell CHART INDUSTRIES (GTLS) shares in the market?

The Form 4 does not show an open-market sale. Instead, it reports a tax-withholding disposition where 143 shares were surrendered to satisfy tax liabilities in an exempt Rule 16b-3 transaction, which differs from selling shares to outside investors.

How many CHART INDUSTRIES (GTLS) shares does Hotchkiss own after the transaction?

After the tax-withholding disposition, Herbert Hotchkiss directly holds 23,553 shares of Chart Industries common stock. The filing also reports 296 additional shares held indirectly through his spouse’s IRA, reflecting a separate indirect ownership position.

What does an exempt Rule 16b-3 transaction mean for GTLS insiders?

An exempt Rule 16b-3 transaction allows certain insider transactions, such as tax-withholding share surrenders, to avoid short-swing profit rules. In this case, 143 shares were surrendered by Hotchkiss to cover tax liabilities without being treated as a standard market sale.

What indirect CHART INDUSTRIES (GTLS) holdings are reported for Hotchkiss?

The Form 4 lists 296 shares of Chart Industries common stock held indirectly through his spouse’s IRA. This position is classified as indirect ownership, separate from the 23,553 shares he holds directly in his own name.