SEC Form 4 · accession 0001887694-26-000008
CHART INDUSTRIES INC · GTLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Robert Brinkman
Officer — VP & Chief Financial Officer
Period of report
Jul 16, 2026
Accepted (ET)
Jul 16, 2026 · 4:01 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000892553
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per share | Jul 16, 2026 | D | 15,676 | $210.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | — | Jul 16, 2026 | D | 2,120 | D | — | — | Common Stock | 2,120 | 0 | D |
| Restricted Stock UnitsF3 | — | Jul 16, 2026 | D | 6,662 | D | — | — | Common Stock | 6,662 | 0 | D |
| Performance Stock UnitsF4 | — | Jul 16, 2026 | D | 2,813 | D | — | — | Common Stock | 2,813 | 0 | D |
Explanation of responses
- F1Pursuant 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").
- F2Pursuant 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.
- F3Pursuant to the Merger Agreement, (i) 2,542 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) 4,120 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.
- F4Pursuant 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.