Chart Industries VP equity converted at $210 per share
Hotchkiss Herbert reported disposition transactions in this Form 4 filing.
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Form Type
4
Rhea-AI Filing Summary
Hotchkiss Herbert reported disposition transactions in this Form 4 filing.
Herbert Hotchkiss, VP, GC and Secretary of Chart Industries, had 23,553 directly held shares and 296 shares held through his spouse’s IRA, along with reported options, RSUs and PSUs, canceled and converted in the Baker Hughes merger into rights to receive $210.00 per share in cash or Baker Hughes equity awards as specified in the merger agreement.
Insider Trade Summary
Disposition: 39,520 shares
Disposition
5 txns
Insider
Hotchkiss Herbert
Role
VP, GC and Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F2 | 2,930 | -- | -- |
| Disposition | Restricted Stock Units F3 | 8,590 | -- | -- |
| Disposition | Performance Stock Units F4 | 4,151 | -- | -- |
| Disposition | Common stock, par value $0.01 per share F1 | 23,553 | $210.00 | $4.95M |
| Disposition | Common stock, par value $0.01 per share F1 | 296 | $210.00 | $62K |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 options (Direct);
Restricted Stock Units — 0 units (Direct);
Performance Stock Units — 0 units (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's IRA)
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) 2,890 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) 5,700 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
Direct common shares disposed: 23,553 shares at $210.00 per share
Indirect common shares disposed: 296 shares at $210.00 per share
Performance Stock Units affected: 4,151 units (4,151 underlying shares)
+3 more
6 metrics
Direct common shares disposed
23,553 shares at $210.00 per share
Common stock canceled and converted in issuer disposition on 2026-07-16 under merger.
Indirect common shares disposed
296 shares at $210.00 per share
Shares held via spouse’s IRA canceled and converted in merger-related issuer disposition.
Performance Stock Units affected
4,151 units (4,151 underlying shares)
Chart PSUs canceled/converted into cash rights and cash-based awards per merger agreement.
Restricted Stock Units affected
8,590 units (8,590 underlying shares)
Chart RSUs canceled, vested for cash or converted into Baker Hughes RSUs in merger.
Stock options affected
2,930 option units (2,930 underlying shares)
Chart stock options converted into cash rights based on $210.00 merger consideration.
Merger Consideration
$210.00 per share
Cash amount per share of Chart Common Stock under the Baker Hughes merger agreement.
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, performance-based vesting conditions
4 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.
restricted stock unit financial
"time-vesting Chart restricted stock units were converted into a right to receive an amount in cash"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based vesting conditions financial
"each restricted stock unit that was subject to performance-based vesting conditions vested pro-rata"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did GTLS report for Herbert Hotchkiss?
Herbert Hotchkiss reported dispositions tied to the Baker Hughes merger. His common stock, stock options, restricted stock units and performance stock units were canceled and converted into rights to receive cash or Baker Hughes equity awards under the merger agreement.
How were Herbert Hotchkiss’s stock options treated in the GTLS merger?
Each Chart stock option held by Hotchkiss was converted into a right to receive cash equal to the number of option shares multiplied by the excess of the $210.00 merger consideration over the option’s exercise price, consistent with the merger agreement’s terms.
What happened to GTLS restricted stock units held by Herbert Hotchkiss?
According to the merger terms, 2,890 time-vesting RSUs fully vested and were converted into cash at $210.00 per share, while 5,700 RSUs granted after the merger agreement were converted into Baker Hughes restricted stock units based on an equity award exchange ratio.
How were GTLS performance stock units (PSUs) for Herbert Hotchkiss handled?
Each performance-based restricted stock unit vested pro rata for completed months at target performance and was converted into a right to receive cash at $210.00 per underlying share; the remaining unvested portion was canceled and converted into a separate cash-based award.
What role does Herbert Hotchkiss hold at Chart Industries (GTLS)?
Herbert Hotchkiss serves as Vice President, General Counsel and Secretary of Chart Industries. The reported equity dispositions reflect how his holdings and awards were treated under the Baker Hughes merger agreement’s compensation and conversion provisions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
