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 22~~January 5, ~~2025~~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. 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: (281) 364-8700

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	TradingSymbol(s)	Name of each exchangeon 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~December 22,~~Board ~~2025,~~of ~~Chart~~Directors ~~Industries, Inc.~~ (the “~~Chart~~Board”), ~~in connection with that certain Agreement and Plan~~ of ~~Merger, dated as of July 28, 2025, by and among~~ Chart, ~~Baker Hughes Company and Tango Merger Sub~~Industries, Inc. (~~the~~ “~~Merger Agreement~~Chart”,) ~~and~~has ~~the~~appointed ~~transactions~~Gerry ~~contemplated thereby~~Vinci, ~~the~~Chart’s ~~“Merger”),~~Chief ~~entered~~Human ~~into~~Resources ~~(i) a letter agreement with Mr. Herbert Hotchkiss~~Officer, as the ~~Vice~~ President, ~~General Counsel and Secretary~~ of Chart, ~~(the~~effective ~~“Hotchkiss~~as ~~Letter~~of ~~Agreement”)~~January 6, ~~and~~2026. ~~(ii) a~~The ~~letter~~Board ~~agreement~~does ~~with~~not ~~Mr.~~intend ~~Gerry~~to ~~Vinci,~~appoint ~~the~~an interim Chief ~~Human~~Executive ~~Resources~~ Officer ofat ~~Chart~~this ~~(the “Vinci Letter Agreement” and, together with the Hotchkiss Letter Agreement, the “H&V Letter Agreements”)~~time.

~~The~~Mr. Vinci, ~~H&V~~age ~~Letter~~60, ~~Agreements~~was ~~provide~~appointed ~~for~~as ~~the~~Chart’s ~~payment~~Chief ofHuman ~~one-time~~Resources ~~retention~~Officer ~~bonuses~~and ofhas ~~$750,000~~served toin ~~each~~that ofcapacity ~~Messrs.~~since ~~Hotchkiss~~December 5, ~~and Vinci (the “H&V Retention Bonuses”)~~2016, ~~which~~when ~~are~~he ~~intended~~joined ~~to induce Messrs~~Chart. ~~Hotchkiss and~~ Mr. Vinci towas ~~remain~~designated ~~employed~~an ~~until~~executive ~~the~~officer ~~nine (9)-month anniversary~~ of ~~the~~Chart ~~closing~~on ofAugust 23, ~~the~~2017. ~~Merger~~Prior ~~(the~~to ~~“H&V~~joining ~~Retention Date”)~~Chart, ~~but~~Mr. Vinci ~~for~~held ~~the~~various ~~purpose~~executive ofhuman ~~mitigating~~resources-related ~~the~~roles ~~potential~~at ~~impacts~~Dover ofCorporation ~~Sections~~(NYSE: ~~280G~~DOV), ~~and~~a ~~4999~~diversified ofglobal ~~the~~manufacturer, ~~Internal~~from ~~Revenue~~February ~~Code~~2013 ofto ~~1986,~~November ~~as amended~~2016, onincluding ~~Chart~~as ~~and~~the ~~such~~Vice ~~executive officers~~President, ~~the~~Human ~~H&V~~Resources ~~Retention~~for ~~Bonuses~~the ~~will~~Dover beEngineered ~~paid~~Systems toand ~~Messrs.~~Dover ~~Hotchkiss~~Refrigeration and ~~Vinci~~Food onEquipment orsegments. ~~prior~~From 1997 to ~~December 31~~2013, ~~2025~~Mr. Vinci ~~The~~served ~~H&V~~in ~~Retention~~numerous ~~Bonuses~~human ~~are subject to repayment (on a net after~~resources-~~tax~~related ~~basis)~~roles inand ~~the~~as ~~event~~Senior ~~that~~Counsel ~~the~~for ~~applicable~~Harsco ~~executive~~Corporation ~~officer~~(NYSE: ~~resigns~~HSC). ~~from~~Prior ~~Chart~~to ~~without~~that, ~~“Good~~Mr. Vinci ~~Reason”~~was oran ~~Chart~~attorney ~~terminates his employment~~ for ~~“Cause”~~Sunoco, Inc. (asNYSE: ~~such terms are defined in each executive officer’s employment agreement~~SUN). ~~prior~~Mr. Vinci toearned ~~the~~a ~~earlier~~Bachelor of ~~(x)~~Arts ~~the~~degree ~~H&V~~in ~~Retention~~Economics ~~Date~~from ~~and~~Villanova ~~(y)~~University in ~~the~~1987 ~~event~~and ~~the~~a ~~Merger~~Juris isDoctorate ~~not~~degree ~~consummated,~~from ~~the~~Temple ~~date~~University onin ~~which the Merger Agreement is terminated~~1990.

OnIn ~~December 29, 2025, also in~~ connection with ~~the Merger Agreement, Chart entered into a letter agreement with~~ Mr. ~~Joseph~~Vinci’s ~~Belling,~~appointment the Chief Technology Officer of Chart (the “JB Letter Agreement” and, together with the H&V Letter Agreements, the “Letter Agreements”). The JB Letter Agreement provides for the payment of a one-time retention bonus of $200,000 to ~~Mr. Belling (the “JB Retention Bonus”)~~President, ~~which is intended to induce Mr. Belling to remain employed until~~ the ~~twelve~~terms ~~(12) month~~and ~~anniversary~~conditions of ~~the~~his ~~closing of the Merger (the “JB Retention Date”). The JB Retention Bonus shall vest on the JB Retention Date, subject to Mr. Belling’s continued~~ employment ~~through~~did ~~such~~not ~~date; provided~~change, ~~however,~~although ~~that,~~he inwill ~~the~~receive ~~event~~an ~~that~~annual ~~the~~increase ~~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~~base ~~agreement),~~salary in ~~either case prior to~~ the JBordinary ~~Retention Date, the JB Retention Bonus shall vest in full~~course.

The description contained herein of the Letter Agreements is a summary only and is qualified in its entirety by reference to the full text of the Letter Agreements, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		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~~Herbert ~~Evanko~~G. Hotchkiss Name: ~~Jillian~~Herbert ~~Evanko~~G. Hotchkiss Title: Vice President, ~~and~~General ~~Chief~~Counsel, ~~Executive~~and ~~Officer~~Secretary

Date: ~~December~~January 299, ~~2025~~2026

Filing Compare · CHART INDUSTRIES INC