UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 8-K

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11 22, 2025

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11442	34-1712937
(State or other jurisdictionof incorporation or organization)	(Commission File Number)	(I.R.S. Employment Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employment Identification No.)

8665 New Trails Drive, Suite 100, The Woodlands, TX 77381

(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (~~770~~281) ~~721~~364-~~8800~~8700

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
Depositary shares, each representing 1/20th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01	GTLS.PRB	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. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously disclosed, on~~ December 1522, 2025, ~~(the~~Chart ~~“Mandatory~~Industries, ~~Conversion~~Inc. ~~Date~~(“Chart”), ~~each~~in ~~outstanding~~connection ~~depositary~~with ~~share~~that ~~(NYSE:~~certain ~~GTLS.PRB)~~Agreement ~~(each,~~and aPlan ~~“Depositary~~of ~~Share”)~~Merger, dated as of July 28, 2025, by and among Chart, ~~Industries~~Baker Hughes Company and Tango Merger Sub, Inc. (the “~~Company~~Merger Agreement”), ~~representing~~and athe ~~1/20th~~transactions ~~interest~~contemplated inthereby, the “Merger”), entered into (i) a ~~share~~letter ofagreement with Mr. Herbert Hotchkiss, the ~~Company’s~~Vice ~~6.75%~~President, ~~Series~~General BCounsel ~~Mandatory~~and ~~Convertible~~Secretary ~~Preferred~~of ~~Stock~~Chart (the “~~Mandatory~~Hotchkiss ~~Convertible~~Letter ~~Preferred Stock~~Agreement”), ~~will~~and ~~automatically~~(ii) a ~~convert~~letter ~~into~~agreement ~~shares~~with Mr. Gerry Vinci, the Chief Human Resources Officer of Chart (the ~~Company’s~~“Vinci ~~common~~Letter ~~stock~~Agreement” and, ~~par~~together ~~value~~with ~~$0.01~~the ~~per~~Hotchkiss ~~share~~Letter (Agreement, the “~~Common~~H&V ~~Stock~~Letter Agreements”).

~~Under~~The ~~the~~H&V ~~applicable~~Letter ~~certificate~~Agreements ofprovide ~~designations~~for (the ~~“Certificate~~payment of ~~Designations”)~~one-time retention bonuses of $750,000 ~~unless~~to ~~earlier~~each ~~converted~~of inMessrs. ~~accordance~~Hotchkiss ~~with~~and ~~its~~Vinci ~~terms,~~(the ~~each~~“H&V ~~outstanding~~Retention ~~share~~Bonuses”), ofwhich ~~Mandatory~~are ~~Convertible~~intended ~~Preferred~~to ~~Stock~~induce ~~will~~Messrs. ~~automatically~~Hotchkiss ~~convert~~and onVinci ~~the~~to ~~Mandatory~~remain ~~Conversion~~employed ~~Date~~until ~~into~~the anine ~~number~~(9)-month anniversary of ~~shares~~the closing of ~~Common~~the ~~Stock~~Merger at (the “~~Mandatory~~H&V ~~Conversion~~Retention ~~Rate~~Date”), ~~which~~but isfor ~~based~~the onpurpose of mitigating the ~~arithmetic~~potential ~~average~~impacts of ~~the~~Sections ~~daily~~280G ~~volume-weighted~~and ~~average~~4999 ~~price~~ of the ~~Common~~Internal ~~Stock~~Revenue ~~over~~Code ~~the~~of 201986, ~~consecutive~~as ~~trading~~amended, ~~day~~on ~~period~~Chart ~~ending~~and onsuch executive officers, the H&V Retention Bonuses will be paid to Messrs. Hotchkiss and ~~including,~~Vinci on or prior to December 1131, 2025. ~~(the~~The ~~“Final~~H&V ~~Averaging~~Retention ~~Period”).~~Bonuses ~~Following~~are ~~completion~~subject ofto ~~the~~repayment ~~Final~~(on ~~Averaging~~a ~~Period,~~net ~~the~~after-tax ~~Company~~basis) ~~determined,~~ in ~~accordance~~the ~~with~~event that the ~~Certificate~~applicable ofexecutive ~~Designations,~~officer ~~that~~resigns ~~each~~from ~~share~~Chart ofwithout ~~Mandatory~~“Good ~~Convertible~~Reason” ~~Preferred~~or ~~Stock~~Chart ~~outstanding~~terminates onhis ~~the~~employment ~~Mandatory~~for ~~Conversion~~“Cause” ~~Date~~(as ~~will~~such ~~automatically~~terms ~~convert~~are ~~into~~defined ~~7.0520~~in ~~shares~~each ofexecutive ~~Common~~officer’s ~~Stock~~employment ~~(and,~~agreement) ~~correspondingly,~~prior ~~each~~to ~~Depositary~~the ~~Share~~earlier ~~outstanding~~of on(x) the ~~Mandatory~~H&V ~~Conversion~~Retention Date ~~will~~and ~~automatically~~(y) ~~convert~~in ~~into~~the ~~0.3526~~event ~~shares~~the ofMerger ~~Common~~is ~~Stock)~~not consummated, the date on which the Merger Agreement is terminated.

~~The~~On ~~automatic~~December 29, ~~conversion~~2025, also in connection with the Merger Agreement, Chart entered into a letter agreement with Mr. Joseph Belling, the Chief Technology Officer of Chart (the ~~Depositary~~“JB ~~Shares~~Letter onAgreement” and, together with the ~~Mandatory~~H&V ~~Conversion~~Letter ~~Date~~Agreements, ~~will~~the ~~occur~~“Letter ~~without~~Agreements”). ~~any~~The ~~action~~JB onLetter Agreement provides for the ~~part~~payment of ~~holders~~a one-time retention bonus of ~~Depositary~~$200,000 ~~Shares~~to Mr. Belling ~~Holders~~(the of“JB ~~Depositary~~Retention ~~Shares~~Bonus”), aswhich is intended to induce Mr. Belling to remain employed until the twelve (12) month anniversary of the ~~close~~closing of ~~business~~the onMerger (the ~~Mandatory~~“JB ~~Conversion~~Retention Date”). ~~will~~The beJB ~~entitled~~Retention toBonus ~~receive~~shall vest on the ~~shares~~JB ofRetention ~~Common~~Date, ~~Stock~~subject ~~issuable~~to ~~upon~~Mr. ~~conversion~~Belling’s ofcontinued employment through such ~~Depositary~~date; ~~Shares~~provided, however, that, in the event that the Merger is consummated and his employment is thereafter terminated by Chart other than for “Cause” or Mr. Belling resigns for “Good Reason” (in each case, as defined in his employment agreement), in either case prior to the JB Retention Date, the JB Retention Bonus shall vest in full.

NoThe ~~fractional~~description ~~shares~~contained herein of ~~Common~~the ~~Stock~~Letter ~~will~~Agreements beis ~~issued~~a summary only and is qualified in ~~connection~~its ~~with~~entirety by reference to the ~~conversion.~~full ~~Any~~text ~~resulting~~of ~~fractional~~the ~~share~~Letter ~~will~~Agreements, becopies ~~settled~~of inwhich ~~cash~~are infiled anherewith ~~amount~~as ~~determined~~Exhibits in10.1, ~~accordance~~10.2 ~~with~~and ~~the~~10.3 ~~Certificate~~and ofare ~~Designations~~incorporated herein by reference.

~~Trading~~Item in9.01 ~~the~~Financial ~~Depositary~~Statements ~~Shares on the New York Stock Exchange (“NYSE”) is expected to be suspended prior to the opening of trading on the Mandatory Conversion Date,~~ and ~~the Depositary Shares are expected to subsequently be delisted~~Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Letter Agreement, dated as of December 22, 2025, by and between Chart and Mr. Hotchkiss.

10.2		Letter Agreement, dated as of December 22, 2025, by and between Chart and Mr. Vinci.

10.3		Letter Agreement, dated as of December 29, 2025, by and between Chart and Mr. Belling.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHART INDUSTRIES, INC. By: /s/ Jillian C. Evanko Name: Jillian C. Evanko Title: President and Chief Executive Officer

Date: December 1129, 2025

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