Welcome to our dedicated page for Chart Industries SEC filings (Ticker: GTLS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Chart Industries, Inc. filings document material events, operating results, governance matters, and capital-structure disclosures for its energy and industrial gas equipment business. The company’s 8-K reports include financial results, non-GAAP reconciliations, executive appointments, compensation arrangements, material agreements, shareholder voting matters, and other corporate events.
Chart’s SEC records also describe its registered securities, including common stock and depositary shares representing interests in 6.75% Series B Mandatory Convertible Preferred Stock. Related filings cover conversion mechanics, NYSE listing and registration notices, risk and regulatory disclosures, and formal updates affecting the company’s securities and governance framework.
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) reported an insider tax-withholding transaction by its Chief Accounting Officer. On 11/10/2025, the officer surrendered 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.
FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 725,917.91 shares of Chart Industries (GTLS) common stock, representing 1.6% of the class as of 09/30/2025. FMR LLC reports sole voting power over 700,489 shares and sole dispositive power over 725,917.91 shares.
Abigail P. Johnson is also a reporting person, with sole dispositive power over 725,917.91 shares and no voting power. The filing notes ownership of 5 percent or less of the class and includes a certification that the securities are held in the ordinary course and not to influence control. One or more other persons may have rights to dividends or sale proceeds; none exceeds five percent.
Chart Industries (GTLS) filed its Q3 2025 10‑Q and updated on its pending merger. Sales were $1,100.6 million versus $1,062.5 million a year ago, with gross profit of $375.2 million. The quarter swung to an operating loss of $88.5 million driven by a $266.0 million termination fee expense tied to ending the Flowserve deal. Net loss attributable to Chart was $138.5 million compared with income of $69.0 million last year; diluted EPS was $(3.23).
Cash and cash equivalents were $399.2 million, up from $308.6 million at year‑end, and net cash provided by operating activities was $205.9 million for the nine months. Long‑term debt was $3,649.3 million. Remaining performance obligations totaled $6,049.5 million, with 53% expected to be recognized over the next 12 months.
On July 28, 2025, Chart agreed to be acquired by Baker Hughes for $210.00 per share in cash; stockholders approved the merger on October 6, 2025, with closing subject to regulatory clearances and other conditions. Baker Hughes paid $258 million of the Flowserve termination payment on Chart’s behalf, while Chart paid $8 million.
Chart Industries, Inc. (GTLS) furnished its quarterly results press release. On October 29, 2025, the company announced financial results for the third quarter ended September 30, 2025, via a news release furnished as Exhibit 99.1 under Item 2.02.
The release includes non-GAAP financial measures with reconciliations to the most comparable GAAP measures. The information was furnished, not filed, under the Exchange Act and is not subject to Section 18 liability, nor incorporated by reference except as specifically stated.
Chart Industries (GTLS) reported an insider equity award. On October 1, 2025, a director received 199 shares of common stock at $0 in an exempt transaction under the 2024 Omnibus Equity Plan, with delivery deferred until a future date.
Following this grant, the director beneficially owns 3,369 shares, held directly. This filing reflects a routine stock award rather than an open‑market purchase.
Reporting person Paula Harris, a director of Chart Industries, Inc. (GTLS), received 199 shares of common stock on 10/01/2025 as an exempt grant under the 2024 Omnibus Equity Plan. The grant was recorded at a price of $0 and increased her total beneficial ownership to 3,902 shares following the award. The Form 4 was signed via power of attorney on 10/09/2025. The filing identifies the transaction as exempt and governed by a stock award agreement; no cash purchase or sale was reported.