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$GTLS·8-K

CHART INDUSTRIES INC · Jul 16, 9:02 AM ET

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CHART INDUSTRIES INC 8-K

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Chart Industries Announces Completion of Merger with Baker Hughes

What Happened
Chart Industries, Inc. (GTLS) filed a Form 8‑K on July 16, 2026 reporting the completion of the previously announced merger with Baker Hughes Company (through Tango Merger Sub, Inc.). The filing incorporates the Merger Agreement dated July 28, 2025 (previously filed via the Company’s July 29, 2025 8‑K) and states that an amended and restated Certificate of Incorporation and Amended and Restated Bylaws became effective July 16, 2026. The 8‑K also addresses related governance and listing matters.

Key Details

  • Merger Agreement referenced: Agreement and Plan of Merger dated July 28, 2025 (incorporated by reference to Chart’s 7/29/2025 8‑K).
  • Effective date of corporate charter/bylaw changes: Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws effective July 16, 2026 (Exhibits 3.1 and 3.2).
  • Reported 8‑K items include: 2.01 (completion of acquisition/disposition of assets), 3.01 (notice re: delisting or failure to satisfy listing standards), 3.03 (material modification to holders’ rights), 5.01 (change in control), 5.02 (director/officer departures/elections) and 5.03 (amendments to charter/bylaws).
  • Exhibits listed: Merger Agreement (by reference), amended certificate and bylaws, and Inline XBRL cover page; certain schedules were omitted per Regulation S‑K but are available to the SEC on request.

Why It Matters
This filing confirms a completed merger and change in control, with immediate corporate governance and charter changes effective July 16, 2026. Investors should note the company disclosed a notice under Item 3.01 (delisting or failure to meet listing rules) and amendments to shareholder rights and governance documents—actions that can affect trading status, voting rights and how the company is governed going forward. Retail investors should review the referenced Merger Agreement and the amended Certificate and Bylaws (filed as exhibits) and monitor communications about any listing changes, consideration to shareholders, or additional proxy/closing materials.

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