CHART INDUSTRIES INC

CHART INDUSTRIES INC false 0000892553 --12-31 0000892553 2026-07-16 2026-07-16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2026 CHART INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-11442 34-1712937 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 8665 New Trails Drive , Suite 100 , The Woodlands , Texas 77381 (Address of principal executive offices) (ZIP Code) Registrant’s telephone number, including area code: (770) 721-8800 NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common stock, par value $0.01 GTLS New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of July 28, 2025 (as it may be amended from time to time, the “ Merger Agreement ”), by and among Chart Industries, Inc., a Delaware corporation (“ Chart ”), Baker Hughes Company, a Delaware corporation (“ Baker Hughes ”), and Tango Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of Baker Hughes (“ Merger Sub ”). On July 16, 2026, Baker Hughes completed its acquisition of Chart in accordance with the Merger Agreement (the “ Merger ”), pursuant to which Merger Sub was merged with and into Chart, with Chart surviving the Merger as an indirect subsidiary of Baker Hughes. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement. Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. At the effective time of the Merger (the “ Effective Time ”), each share of common stock of Chart, par value $0.01 per share (the “ Chart Common Stock ”), issued and outstanding immediately prior to the Effective Time (other than (x) shares of Chart Common Stock owned by Baker Hughes or any of its wholly owned subsidiaries or by Chart or any of its wholly owned subsidiaries or (y) shares of Chart Common Stock owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law, in each case immediately prior to the Effective Time), was canceled and extinguished and automatically converted into the right to receive $210.00 in cash (the “ Merger Consideration ”), without interest and subject to any applicable withholding tax. Pursuant to the Merger Agreement, at the Effective Time, (i) each option to purchase shares of Chart Common Stock with an exercise price per share less than the Merger Consideration was canceled and converted into the right to receive the excess of the Merger Consideration over the per-share exercise price of such option, and each option with an exercise price per share equal to or greater than the Merger Consideration was canceled for no consideration; (ii) each restricted stock unit with respect to shares of Chart Common Stock granted prior to the date of the Merger Agreement was canceled and converted into the right to receive the Merger Consideration; (iii) each restricted stock unit with respect to shares of Chart Common Stock granted on or after the date of the Merger Agreement was converted into a Baker Hughes restricted stock unit based on a conversion ratio determined using the average of the high and low selling prices of Baker Hughes Class A common stock on the trading day immediately preceding the closing, with such award remaining subject to the same terms and conditions as were applicable to such award immediately prior to the Effective Time; (iv) a pro rata portion of each performance stock unit (“ Chart PSU ”) with respect to shares of Chart Common Stock (based on the portion of the applicable performance period elapsed prior to the closing and the greater of (x) the target level of performance applicable to such Chart PSU and (y) the actual level of performance achieved as of immediately prior to the Effective Time) was canceled and converted into the right to receive the Merger Consideration; and (v) the remaining portion of each Chart PSU that was not canceled and converted into the right to receive the Merger Consideration was canceled and converted into the right to receive a cash-based award based on the number of shares of Chart Common Stock subject to such remaining portion and the deemed level of performance as set forth in the immediately preceding clause (iv), with such award remaining subject to time-based vesting until the last day of the original performance period applicable to the related Chart PSU. 2 Baker Hughes funded the Merger Consideration through a combination of cash on hand, proceeds from the issuance of $6.5 billion and €3.0 billion senior notes on March 11, 2026 and borrowings under the term loan credit agreements entered into by Baker Hughes, as disclosed in a Form 8-K filed by Baker Hughes. In addition, in connection with the completion of the Merger, (i) funds sufficient to redeem (A) all $1,457,043,000 aggregate principal amount of Chart’s outstanding 7.500% Senior Secured Notes due 2030 (the “ Secured Notes ”), issued pursuant to the Indenture, dated as of December 22, 2022 (as amended and supplemented, the “ Secured Notes Indenture ”), among Chart, the guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), and U.S. Bank Trust Company, National Association, as notes collateral agent and (B) all $510,000,000 aggregate principal amount of Chart’s outstanding 9.500% Senior Notes due 2031 (the “ Unsecured Notes ” and, together with the Secured Notes, the “ Notes ”), issued pursuant to the Indenture, dated as of December 22, 2022 (as amended and supplemented, the “ Unsecured Notes Indenture ” and, together with the Secured Notes Indenture, the “ Indentures ”), among Chart, the guarantors party thereto and the Trustee, were irrevocably deposited with the Trustee in accordance with the notices of redemption previously delivered to holders of the Notes. Upon such deposit and the satisfaction of the other conditions set forth in the Indentures, each Indenture was satisfied and discharged in accordance with its terms and (ii) all amounts outstanding under that certain Fifth Amended and Restated Credit Agreement, dated as of October 18, 2021, by and among Chart, the foreign borrowers from time to time party thereto, JPMorgan Chase Bank, N.A., as collateral agent and