CHART INDUSTRIES INC 8-K

What Happened

• Chart Industries, Inc. (Chart) reiterated that it will be acquired by Baker Hughes Company pursuant to an Agreement and Plan of Merger dated July 28, 2025. On May 21, 2026, Baker Hughes filed a Form CO with the European Commission (EC), initiating the EC’s Phase I review of the transaction. If the EC and other required regulators approve and customary closing conditions are met, Chart expects the merger to close in July 2026. After closing, Chart will be an indirect wholly owned subsidiary of Baker Hughes.

Key Details

• Merger Agreement date: July 28, 2025 (Chart, Baker Hughes, and Merger Sub party to the agreement).
• Regulatory milestone: Baker Hughes filed a Form CO with the European Commission on May 21, 2026, starting the EC Phase I review.
• Timing: Chart currently expects the merger to close in July 2026, subject to EC approval, other regulatory approvals, and customary closing conditions.
• Risk disclosures: The filing reiterates forward-looking statements and lists potential risks (delays or failure to obtain approvals, competing offers, termination events, operational disruption, employee retention issues). It points investors to Chart’s 2025 Form 10-K (filed Feb 27, 2026) for additional risk factors.

Why It Matters

• This is a major corporate transaction that will make Chart an indirect, wholly owned subsidiary of Baker Hughes if completed. The EC Phase I filing is a key regulatory step but not a guarantee of approval; regulatory review timelines and additional approvals will drive the closing date and any conditions. Investors should note the expected July 2026 timing is conditional and that the company highlighted several risks that could delay or prevent closing. For more details on risks, see Chart’s 2025 Form 10-K and future SEC filings.