CHART INDUSTRIES INC SEC Filings

Chart Industries disclosed that it received multiple acquisition approaches and has mailed a definitive proxy statement for a special meeting on October 6, 2025, relating to a previously announced merger. The company describes a preliminary, non-binding all-stock proposal from Baker Hughes offering 5.241 shares of Baker Hughes common stock for each Chart share (implying Chart stockholders would own ~20% of the combined company) and an unsolicited all-cash proposal at $210 per Chart share. The $210 cash proposal implied an equity value of $10.1 billion and a total enterprise value of $13.6 billion, representing a 30% premium over Chart’s unaffected share price before the Flowserve Agreement announcement.

The filing notes that Morgan Stanley and Wells Fargo advised the board, targeted outreach to potential strategic partners occurred, and management provided financial projections used by advisors that relied on an estimated 48,173,000 fully diluted share count. Chart states it denies allegations in demand letters and litigation and made supplemental disclosures without admitting materiality. The proposals differed on treatment of management and contingencies such as due diligence, financing and reimbursement of certain termination fees.

Chart Industries agreed to be acquired by Baker Hughes in a transaction where Chart stockholders will receive $210 per share in cash. The Chart Board unanimously approved termination of a prior Flowserve agreement and execution of the Merger Agreement with Baker Hughes, which includes Chart paying a $250 million termination fee plus $16 million in expenses (total $266 million), of which Baker Hughes will fund $258 million and Chart $8 million. Outstanding Chart equity awards will be cashed out or converted: options with exercise price >= Merger Consideration canceled, RSUs converted into right to receive the Merger Consideration, and PSUs vest pro rata and convert to cash. The Merger requires regulatory approvals and may be extended in six-month increments up to an outside date of July 28, 2027. A Special Meeting of Chart stockholders is scheduled for October 6, 2025 with voting deadlines noted.

Chart Industries, Inc. is being acquired by Baker Hughes in an all-cash transaction. The preliminary proxy describes a Merger Agreement under which Chart stockholders will receive $210.00 per share in cash and Chart will become a wholly owned subsidiary of Baker Hughes. The proxy seeks stockholder approval of the Merger Proposal, a non-binding advisory vote on executive compensation related to the Merger and authority to adjourn the special meeting if additional votes are needed. The filing discloses treatment of equity awards (options with exercise prices at or above the Merger consideration cancelled for no consideration; restricted stock units converted to the right to receive the Merger consideration; performance stock units vest pro rata with performance deemed at the greater of target or actual achievement). It discloses a termination framework with the prior Flowserve agreement requiring a $250 million termination fee plus $16 million of expenses (total $266 million), of which Baker Hughes agreed to fund $258 million on Chart’s behalf and Chart to fund $8 million. The proxy addresses regulatory approval processes, potential closing date extensions (up to a final outside date of July 28, 2027), and certain estimated executive payments and benefits shown in tabular form.

Gerald F. Vinci, Vice President and Chief Human Resources Officer of Chart Industries, Inc. (GTLS), reported a Form 4 filing disclosing a small disposition of company common stock on 08/22/2025. Mr. Vinci surrendered 632 shares to satisfy tax withholding obligations in an exempt Rule 16b-3 transaction at an effective price of $197.46 per share. After the withholding sale, he directly beneficially owned 21,996 shares and his spouse held an indirect interest in 475 shares.

The filing was signed by an attorney-in-fact on Mr. Vinci’s behalf on 08/26/2025. The disclosure identifies his role as an officer (VP & Chief Human Resources Officer) and indicates this Form 4 was filed by a single reporting person.

Insider Form 4: Joseph R. Brinkman, VP & Chief Financial Officer of Chart Industries, Inc. (GTLS)

The filing reports that on 08/22/2025 Mr. Brinkman surrendered 640 shares of common stock at an indicated price of $197.46 per share to satisfy tax withholding obligations under an exempt transaction described as Rule 16b-3. After this surrender he beneficially owned 11,378 shares, held directly. The Form 4 is signed by his attorney-in-fact on 08/26/2025. The disclosure records a routine, non-cash withholding event rather than an open-market sale.

Chart Industries filed an Form 8-K on 29 Jul 2025 to furnish its Q2-25 earnings press release (Ex. 99.1). The release—deemed “furnished” rather than “filed”—contains GAAP and reconciled non-GAAP metrics, but the actual figures are not included in this report. Management states that it uses the non-GAAP data to evaluate performance and believes investors will find them helpful for period comparisons.

Notably, the Company cancelled its previously announced earnings conference call scheduled for 31 Jul 2025. No reason for the cancellation is provided in the filing.

No other material events, transactions or financial statements accompany the report.