Chart Industries SEC Filings

Chart Industries Inc. executive equity activity: The company’s Chief Technology Officer reported equity transactions involving Chart Industries common stock. On January 2, 2026, the executive received 2,620 restricted share units of common stock, par value $0.01 per share, in an exempt grant under the Chart Industries, Inc. 2024 Omnibus Equity Plan at a stated price of $0 per share.

On the same date, the executive surrendered 596 shares of common stock at a price of $206.23 per share to satisfy tax withholding obligations, also treated as an exempt transaction. After these transactions, the executive directly beneficially owned 15,164 shares of Chart Industries common stock.

Chart Industries, Inc.01/02/2026, he acquired 5,700 shares of common stock at a price of $0, corresponding to restricted share units granted under the Chart Industries, Inc. 2024 Omnibus Equity Plan in an exempt transaction under Rule 16b-3.

On the same date, he surrendered 742 shares at a price of $206.23 to satisfy tax withholding obligations, also in an exempt transaction under Rule 16b-3. After these transactions, he beneficially owns 22,828 shares of Chart common stock directly and an additional 296 shares indirectly through his spouse’s IRA.

Chart Industries VP and Chief Human Resources Officer reports equity grant and tax withholding share surrender. Gerald F. Vinci reported receiving 4,980 shares of Chart Industries common stock on 01/02/2026 as restricted share units granted under the Chart Industries, Inc. 2024 Omnibus Equity Plan in an exempt transaction under Rule 16b-3. On the same date, he surrendered 677 shares of common stock to satisfy tax withholding liabilities, also in an exempt transaction under Rule 16b-3. After these transactions, he beneficially owns 26,299 shares of Chart Industries common stock directly, and 475 shares indirectly through his spouse.

Chart Industries, Inc. disclosed new executive retention arrangements tied to its pending merger with Baker Hughes Company. The company agreed to pay one-time retention bonuses of $750,000 each to Vice President, General Counsel and Secretary Herbert Hotchkiss and Chief Human Resources Officer Gerry Vinci, and a $200,000 retention bonus to Chief Technology Officer Joseph Belling.

The bonuses for Mr. Hotchkiss and Mr. Vinci are intended to retain them until nine months after the merger closes, are payable on or before December 31, 2025, and must be repaid on a net after-tax basis if they resign without “Good Reason” or are terminated for “Cause” before the retention date or, if the merger does not close, before the merger agreement is terminated. Mr. Belling’s bonus is designed to keep him through the 12‑month anniversary of the merger closing and vests then, or earlier if, after the merger is consummated, he is terminated without “Cause” or resigns for “Good Reason.”

Chart Industries is having its Depositary Shares, each representing a 1/20th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock, removed from listing and/or registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. The exchange certifies that it has met the regulatory requirements to strike this class of securities from listing or withdraw its registration, and the issuer is stated to have complied with the applicable exchange rules and SEC requirements for voluntary withdrawal.

Chart Industries, Inc. will complete the previously disclosed mandatory conversion of its 6.75% Series B Mandatory Convertible Preferred Stock on December 15, 2025, the mandatory conversion date. Under the certificate of designations, each preferred share outstanding on that date will automatically convert into 7.0520 shares of common stock, based on the average trading price of the common shares over the 20 trading days ending on December 11, 2025. Each NYSE-traded depositary share (GTLS.PRB), which represents a 1/20th interest in a preferred share, will therefore convert into 0.3526 shares of common stock.

The conversion will occur automatically, without any action required from holders, and investors of record at the close of business on the conversion date will receive the related common shares. No fractional common shares will be issued; any fractional amounts will be paid out in cash as provided in the governing terms. Trading in the depositary shares on the New York Stock Exchange is expected to be suspended before the market opens on the conversion date, and the depositary shares are expected to be delisted afterward.

Chart Industries (GTLS) announced that President and CEO Jillian Evanko will resign from her roles and from the Board effective January 6, 2026, as the company works toward its proposed merger with Baker Hughes. The Board plans to appoint an interim CEO from within the organization before that date. Evanko will serve as a non-employee Senior Advisor from the transition date until the earlier of the merger closing or termination of the merger agreement, focusing on merger-related support and leadership transition.

Subject to completion of the merger, she will receive a one-time cash fee equal to $1,000,000 per month of the Senior Advisor term, with a minimum of $4,000,000 and a maximum of $9,000,000. She remains eligible for a 2025 annual bonus but will not receive a 2026 bonus, and all equity award vesting stops at the transition date. Chart also amended change-in-control employment agreements for several senior executives, generally increasing cash severance to 200% of base salary and target bonus for three executives and 150% for another, plus extended health-benefit subsidy periods, contingent on qualifying terminations after a change in control.

Chart Industries (GTLS)117 shares of common stock at $202.94 per share, coded “F,” which indicates shares were withheld to satisfy taxes in an exempt transaction under Rule 16b-3. Following this transaction, the officer beneficially owns 1,853 shares, held directly. This is an administrative Form 4 update reflecting equity award taxation rather than a market sale.

Chart Industries (GTLS) announced a key regulatory milestone in its pending sale to Baker Hughes: the Hart-Scott-Rodino (HSR) waiting period expired at 11:59 p.m. Eastern Time on November 6, 2025. This satisfies one of the conditions to closing under the merger agreement in which Baker Hughes will acquire Chart via a merger with a wholly owned subsidiary, with Chart surviving as an indirect subsidiary of Baker Hughes.

Both parties continue to expect the merger to close in mid-year 2026, subject to customary conditions and receipt of the remaining applicable regulatory approvals.