CHART INDUSTRIES INC 8-K

What Happened Chart Industries, Inc. (GTLS) filed an 8-K reporting letter agreements with three senior executives in connection with the July 28, 2025 merger agreement with Baker Hughes. On December 22, 2025, Chart agreed to pay Herbert Hotchkiss (VP, General Counsel & Secretary) and Gerry Vinci (Chief Human Resources Officer) one‑time retention bonuses of $750,000 each. On December 29, 2025, Chart agreed to pay Joseph Belling (Chief Technology Officer) a one‑time retention bonus of $200,000. The Hotchkiss and Vinci bonuses are intended to induce them to remain employed until nine months after the merger close but will be paid on or before December 31, 2025 to address potential tax issues under Sections 280G and 4999. The Belling bonus vests after 12 months post-close, but will vest earlier if certain post‑closing termination conditions occur.

Key Details

• Hotchkiss and Vinci: $750,000 each; retention target = nine months after merger close; paid on or before Dec 31, 2025 to mitigate Sections 280G/4999 effects; subject to repayment if executive resigns without “Good Reason” or is terminated for “Cause” before the retention date (or before merger agreement termination if deal fails).
• Belling: $200,000; vests on the 12‑month anniversary of the merger close subject to continued employment; fully vests sooner if, after the merger is consummated, Chart terminates him other than for “Cause” or he resigns for “Good Reason” before the vesting date.
• Letter agreements were executed Dec 22 and Dec 29, 2025 and are filed as exhibits to the 8‑K.

Why It Matters These payments are transaction‑related retention measures aimed at keeping key legal, HR and technology leaders through the merger process and early post‑close period. For investors, the filing clarifies expected one‑time cash compensation obligations (totaling $1.7 million) and the conditions under which those payments may be repaid or accelerated. The timing and tax‑mitigating payment for the two $750k bonuses also reduce the companies’ and executives’ exposure to certain excise taxes tied to change‑in‑control payments.