CHART INDUSTRIES INC·4

Jul 16, 4:03 PM ET

Vinci Gerald F 4

4 · CHART INDUSTRIES INC · Filed Jul 16, 2026

Research Summary

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Chart Industries (GTLS) President Gerald Vinci Sells Shares

What Happened
Gerald F. Vinci, President of Chart Industries (GTLS), disposed of Chart stock and equity awards in connection with the Baker Hughes acquisition. On July 16, 2026, 27,024 shares and 475 shares of Chart common stock were converted into cash at $210.00 per share, generating $5,675,040 and $99,750 respectively (total ≈ $5.775M). Several other equity awards (stock options, time-vesting RSUs and performance RSUs) were likewise converted or settled pursuant to the merger and are reported as dispositions (derivative entries with N/A price/value in the filing).

Key Details

  • Transaction date: 2026-07-16 (Effective time of merger conversion). Price: $210.00 per share for common stock conversions.
  • Reported cash proceeds for listed common-stock disposals: $5,675,040 (27,024 sh) and $99,750 (475 sh); total ≈ $5,774,790.
  • Additional derivative disposals reported (options, RSUs, PSUs) are shown as "N/A" for per-share price/value in the Form 4 because their settlement was governed by the merger agreement (see footnotes).
  • Shares owned after the transaction: not specified in the provided transaction summary.
  • Filing timeliness: filing date 2026-07-16 for a report period 2026-07-16 — appears timely.

Context

  • These were not open-market sales but mandatory conversions/settlements under the Merger Agreement with Baker Hughes: common shares were canceled and converted into the right to receive $210 per share (F1). Stock options were converted into cash equal to the number of option shares times the excess of $210 over the exercise price (F2). Time-vesting RSUs and PSUs were treated per the merger terms—some vested and paid in cash, some converted into Baker Hughes RSUs, and remaining unvested portions were canceled and converted to separate cash-based awards (F3–F4).
  • This filing documents corporate-merger settlements rather than discretionary insider buying or selling behavior.

Insider Transaction Report

Form 4Exit
Period: 2026-07-16
Transactions
  • Disposition to Issuer

    Common stock, par value $0.01 per share

    [F1]
    2026-07-16$210.00/sh27,024$5,675,0400 total
  • Disposition to Issuer

    Common stock, par value $0.01 per share

    [F1]
    2026-07-16$210.00/sh475$99,7500 total(indirect: By Spouse)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F2]
    2026-07-162,5600 total
    Common Stock (2,560 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F3]
    2026-07-167,5770 total
    Common Stock (7,577 underlying)
  • Disposition to Issuer

    Performance Stock Units

    [F4]
    2026-07-163,5200 total
    Common Stock (3,520 underlying)
Footnotes (4)
  • [F1]Pursuant to that certain Agreement and Plan of Merger, dated as of July 28, 2025 (the "Merger Agreement"), by and among Baker Hughes Company, Tango Merger Sub, Inc. and Chart Industries, Inc. (the "Company"), at the Effective Time (as defined in the Merger Agreement), the shares of common stock (the "Chart Common Stock") were automatically canceled and converted into the right to receive a cash payment of $210.00 per share of Chart Common Stock (the "Merger Consideration").
  • [F2]Pursuant to the Merger Agreement, each Chart stock option (each a "Chart Stock Option") held by the reporting person, whether or not vested, was converted into a right to receive an amount in cash equal to the product of (x) the number of shares of Chart Common Stock subject to such Chart Stock Option immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration over the applicable exercise price.
  • [F3]Pursuant to the Merger Agreement, (i) 2,597 time-vesting Chart restricted stock units (each a "Chart RSU") held by the reporting person that were granted prior to the date of the Merger Agreement fully vested and were converted into a right to receive an amount in cash equal to the Merger Consideration; and (ii) 4,980 Chart RSUs granted on or after the date of the Merger Agreement were converted into the right to receive a Baker Hughes restricted stock unit with respect to a number of shares equal to the product of (x) the number of shares of Chart Common Stock subject to such Chart RSU, including any unpaid dividends or dividend equivalents, and (y) an equity award exchange ratio based on the Merger Consideration, in each case determined in accordance with the Merger Agreement.
  • [F4]Pursuant to the Merger Agreement, each restricted stock unit that was subject to performance-based vesting conditions (each, a "Chart PSU") held by the reporting person vested pro-rata based on the number of full months completed in the applicable performance period prior to the Effective Time in accordance with the underlying award agreement and was converted into a right to receive an amount in cash equal to the product of (x) the number of shares of Chart Common Stock subject to such Chart PSU immediately prior to the Effective Time with the level of performance deemed to be satisfied at the target level of performance and (y) the Merger Consideration, and the remaining unvested portion of each such Chart PSU that did not accelerate and vest was canceled and converted into the right to receive a separate cash-based award in accordance with the Merger Agreement.
Signature
/s/ Gerald F. Vinci, by Arthur C. Hall III, his attorney-in-fact|2026-07-16

Documents

1 file
  • 4
    wk-form4_1784232210.xmlPrimary

    FORM 4