{"filing":{"accession_number":"0001193125-26-305482","cik":"0000892553","ticker":"GTLS","company_name":"CHART INDUSTRIES INC","form":"8-K","filing_date":"2026-07-16","report_date":null,"primary_document":"d10289d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/892553/000119312526305482/d10289d8k.htm"},"events":[{"id":18324,"run_id":16470,"accession_number":"0001193125-26-305482","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Baker Hughes completed its acquisition of Chart Industries on July 16, 2026, in an all-cash merger at $210.00 per share. Chart Industries ceased to exist as an independent public company and became an indirect subsidiary of Baker Hughes, with all outstanding debt redeemed and credit facilities prepaid.","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17100,"accession_number":"0001193125-26-305482","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which Baker Hughes acquired Chart Industries. The filing describes the Effective Time of the Merger, the conversion of Chart common stock into $210.00 per share cash consideration, the treatment of equity awards, and the redemption of Chart's outstanding debt and prepayment of credit facilities. This is a material acquisition completion affecting the registrant's continued existence as an independent entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17102,"accession_number":"0001193125-26-305482","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the consummation of a merger that fundamentally altered stockholders' rights. The prose explicitly states that Chart Common Stock holders \"ceased to have any rights as stockholders of Chart\" except the right to receive merger consideration, indicating a completed change of control. The reference to Item 2.01 (which covers material acquisitions and mergers) and the \"Effective Time\" language confirm this is a merger completion disclosure, which is a material M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17103,"accession_number":"0001193125-26-305482","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This disclosure describes the consummation of a merger on July 16, 2026, in which Baker Hughes acquired Chart Industries through a Merger Sub structure, with Chart surviving as an indirect subsidiary of Baker Hughes. The transaction involved a cash merger consideration of $210.00 per share and resulted in a change of control. This is a material acquisition and change of control event that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17105,"accession_number":"0001193125-26-305482","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.03 formally addresses amendments to articles and bylaws, the substance of this disclosure is a merger completion. The filing references \"the consummation of the Merger\" and \"the Effective Time\" as the trigger for the charter and bylaw amendments, and discloses that Chart became \"an indirect subsidiary of Baker Hughes.\" The amendments themselves (reducing authorized shares to 1,000 and adopting subsidiary-appropriate governance provisions) are incidental to the material M\u0026A event. The Introductory Note referenced would contain the merger details; this Item 5.03 confirms the structural changes that formalize the acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18325,"run_id":16470,"accession_number":"0001193125-26-305482","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Chart Industries notified the NYSE on July 16, 2026 of the completion of the merger and requested withdrawal of its listing, with plans to file Form 25 for delisting and Form 15 for deregistration.","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17101,"accession_number":"0001193125-26-305482","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Chart Industries notified the NYSE on July 16, 2026 of the completion of a merger and requested withdrawal of listing of Chart Common Stock, with plans to file Form 25 for delisting and Form 15 for deregistration. This is a definitive delisting event triggered by merger consummation, not merely a risk or notice of non-compliance, making it material to all investors holding the stock.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18326,"run_id":16470,"accession_number":"0001193125-26-305482","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Seven directors (Andrew R. Cichocki, Paula M. Harris, Linda A. Harty, Paul E. Mahoney, David M. Sagehorn, Spencer S. Stiles, and Roger A. Strauch) and three executive officers (Gerald F. Vinci, Joseph R. Brinkman, and Herbert G. Hotchkiss) departed effective upon consummation of the merger, while one officer (Joseph A. Belling) continued.","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17104,"accession_number":"0001193125-26-305482","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the departure of seven directors (Andrew R. Cichocki, Paula M. Harris, Linda A. Harty, Paul E. Mahoney, David M. Sagehorn, Spencer S. Stiles, and Roger A. Strauch) and removal of three executive officers (Gerald F. Vinci, Joseph R. Brinkman, and Herbert G. Hotchkiss) effective upon consummation of a merger. While one officer (Joseph A. Belling) continues, the principal disclosed action is the wholesale departure of the board and senior management team, which is material to investors assessing leadership continuity and governance post-acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17100,"accession_number":"0001193125-26-305482","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which Baker Hughes acquired Chart Industries. The filing describes the Effective Time of the Merger, the conversion of Chart common stock into $210.00 per share cash consideration, the treatment of equity awards, and the redemption of Chart's outstanding debt and prepayment of credit facilities. This is a material acquisition completion affecting the registrant's continued existence as an independent entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16"},{"id":17101,"accession_number":"0001193125-26-305482","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Chart Industries notified the NYSE on July 16, 2026 of the completion of a merger and requested withdrawal of listing of Chart Common Stock, with plans to file Form 25 for delisting and Form 15 for deregistration. This is a definitive delisting event triggered by merger consummation, not merely a risk or notice of non-compliance, making it material to all investors holding the stock.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16"},{"id":17102,"accession_number":"0001193125-26-305482","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the consummation of a merger that fundamentally altered stockholders' rights. The prose explicitly states that Chart Common Stock holders \"ceased to have any rights as stockholders of Chart\" except the right to receive merger consideration, indicating a completed change of control. The reference to Item 2.01 (which covers material acquisitions and mergers) and the \"Effective Time\" language confirm this is a merger completion disclosure, which is a material M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16"},{"id":17103,"accession_number":"0001193125-26-305482","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This disclosure describes the consummation of a merger on July 16, 2026, in which Baker Hughes acquired Chart Industries through a Merger Sub structure, with Chart surviving as an indirect subsidiary of Baker Hughes. The transaction involved a cash merger consideration of $210.00 per share and resulted in a change of control. This is a material acquisition and change of control event that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16"},{"id":17104,"accession_number":"0001193125-26-305482","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the departure of seven directors (Andrew R. Cichocki, Paula M. Harris, Linda A. Harty, Paul E. Mahoney, David M. Sagehorn, Spencer S. Stiles, and Roger A. Strauch) and removal of three executive officers (Gerald F. Vinci, Joseph R. Brinkman, and Herbert G. Hotchkiss) effective upon consummation of a merger. While one officer (Joseph A. Belling) continues, the principal disclosed action is the wholesale departure of the board and senior management team, which is material to investors assessing leadership continuity and governance post-acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16"},{"id":17105,"accession_number":"0001193125-26-305482","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.03 formally addresses amendments to articles and bylaws, the substance of this disclosure is a merger completion. The filing references \"the consummation of the Merger\" and \"the Effective Time\" as the trigger for the charter and bylaw amendments, and discloses that Chart became \"an indirect subsidiary of Baker Hughes.\" The amendments themselves (reducing authorized shares to 1,000 and adopting subsidiary-appropriate governance provisions) are incidental to the material M\u0026A event. The Introductory Note referenced would contain the merger details; this Item 5.03 confirms the structural changes that formalize the acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T13:02:48.051266+00:00","company_name":"CHART INDUSTRIES INC","ticker":"GTLS","filing_date":"2026-07-16"}]}
