CHART INDUSTRIES INC 8-K

What Happened

• Chart Industries, Inc. (GTLS) and Baker Hughes Company entered a merger agreement on July 28, 2025, under which Chart will become an indirect wholly owned subsidiary of Baker Hughes. Chart and Baker Hughes filed a Form CO with the European Commission on May 21, 2026 and are now discussing possible commitments with the EC to obtain clearance during the EC’s Phase I review. Chart says the proposed commitments are not expected to materially affect the commercial rationale or benefits of the merger and, subject to EC approval and customary closing conditions, continues to expect the merger to close in July 2026.

Key Details

• Merger Agreement date: July 28, 2025 (Merger Sub: Tango Merger Sub, Inc.; acquirer: Baker Hughes).
• Form CO filed with the European Commission on May 21, 2026; commitments under discussion may extend the Phase I review timeline.
• Company expectation: merger still targeted to close in July 2026, pending EC approval and customary conditions.
• Filing includes standard forward-looking statement warnings about risks (regulatory approval delays, termination, other uncertainties).

Why It Matters

• Regulatory approval by the European Commission is a critical remaining step for the Baker Hughes acquisition of Chart; discussions about commitments indicate active negotiation to secure clearance but also allow for an extended review timeline.
• For investors, the update confirms management’s continued expectation of a July 2026 closing while highlighting regulatory risk that could delay, alter, or block the transaction; monitor future EC decisions and any announced commitments for impacts on timing or deal economics.