Chart Industries Director Reports Merger Completion with Baker Hughes at $210 Per Share

Merger Transaction Becomes Effective on July 16, 2026

The merger between Chart Industries Inc. and Baker Hughes Company achieved its effective date on July 16, 2026, marking the completion of the transaction initially contemplated under the Merger Agreement executed on July 28, 2025. According to the disclosure filed by director David M. Sagehorn, at the effective time of the merger, all outstanding shares of Chart Industries common stock were automatically canceled and converted into the right to receive a cash payment. This conversion represents the fulfillment of the merger consideration terms negotiated by the two parties and their respective boards of directors.

The timing and structure of the transaction demonstrate the final stage of the combination process. Chart Industries, which operated as an independent public company traded on the New York Stock Exchange under the ticker GTLS, ceased to exist as a separate entity upon the merger's effectiveness. Baker Hughes Company, the acquiring party, became the sole owner of all former Chart Industries assets and operations through the merger subsidiary structure established for the transaction. The automatic conversion of Chart common stock eliminated the need for separate redemption procedures and streamlined the transition process for shareholders.

Cash Merger Consideration Valued at $210 Per Share

Shareholders of Chart Industries received $210.00 in cash for each share of Chart common stock held at the merger's effective time. This per-share consideration represents the fixed value established in the Merger Agreement and was not subject to adjustment or contingency at closing. The disclosure filed by Sagehorn reflects transactions executed on July 16, 2026, showing the acquisition of Chart common shares at the $210 price point, confirming the merger consideration was paid as agreed. This all-cash structure provided Chart shareholders with immediate liquidity rather than equity consideration in the combined entity.

The all-cash transaction structure offered Chart Industries shareholders certainty regarding the value they would receive upon merger completion. Unlike stock-for-stock combinations that expose shareholders to post-closing price fluctuations, the fixed cash consideration at $210 per share locked in investor returns at the agreed valuation. This arrangement eliminated contingent value rights, earnouts, or other variable consideration mechanisms that might have complicated the closing process or created ongoing disputes regarding payment obligations.

Chart Industries Business Operations Absorbed by Baker Hughes

Chart Industries operated as a specialized industrial equipment manufacturer serving energy infrastructure markets prior to the merger completion. The company designed and produced cryogenic equipment, thermal management systems, and related products for liquefied natural gas (LNG), industrial gas, and clean energy applications. Chart Industries maintained headquarters in The Woodlands, Texas, and operated manufacturing facilities and service centers across multiple geographic regions. The company served customers in the LNG, petrochemical, refining, food and beverage, and aerospace industries with engineered solutions for thermal management and cryogenic applications.

Baker Hughes Company, a global provider of oilfield services, equipment, and digital solutions, now controls all of Chart Industries' operations, intellectual property, customer relationships, and manufacturing infrastructure. The acquisition enables Baker Hughes to expand its portfolio of energy infrastructure solutions and enhance its service capabilities in the LNG and industrial gas sectors. Chart Industries' specialized expertise in cryogenic systems and thermal management technologies complements Baker Hughes' broader energy transition portfolio and positions the combined enterprise to serve evolving customer demands in clean energy and traditional energy sectors.

Director Sagehorn's Beneficial Ownership Position Following Merger

David M. Sagehorn, identified as a director of Chart Industries in the disclosure, held beneficial ownership of Chart common stock at the time of the merger's effectiveness. The beneficial ownership report indicates Sagehorn directly owned 7,849 shares of Chart Industries common stock and indirectly owned 300 shares through a trust arrangement. Both positions were subject to the automatic conversion into the $210 per-share cash consideration upon the merger's closing on July 16, 2026. The filing demonstrates that Sagehorn's equity holdings, like those of all other Chart shareholders, were extinguished and converted into cash payment rights.

The structured beneficial ownership disclosure provides transparency regarding insider equity stakes in the merged company and confirms that controlling shareholders and directors received the same $210 per-share consideration as all other Chart Industries common shareholders. This uniform treatment ensures equitable distribution of merger consideration and confirms that no special arrangements or higher valuations were negotiated for board members or significant shareholders. The conversion of Sagehorn's direct and indirect holdings establishes that the merger consideration payment obligation extends to all shareholder classes without discrimination.

Merger Agreement Structure and Transaction Mechanics

The Merger Agreement between Baker Hughes Company, Tango Merger Sub, Inc., and Chart Industries Inc., dated July 28, 2025, established the legal framework for the business combination. The agreement specified merger consideration of $210.00 per share and detailed the mechanisms through which Chart common stock would be canceled and converted into cash payment rights at the merger's effective time. Tango Merger Sub, a wholly owned subsidiary of Baker Hughes created specifically for the merger transaction, merged with and into Chart Industries, with Chart Industries continuing as the surviving corporation and an indirect subsidiary of Baker Hughes. This subsidiary merger structure permitted Baker Hughes to acquire Chart Industries without requiring a direct merger of the two principal companies.

The automatic conversion provisions in the Merger Agreement ensured that the transition from Chart shareholder equity to cash consideration occurred without requiring individual shareholder action or consent at closing. Chart shareholders did not need to submit share certificates, execute redemption forms, or take other steps to receive their merger consideration; the conversion was automatic upon the merger's effectiveness. This streamlined approach reduced administrative complexity and ensured that all Chart common stock disappeared from the market and was replaced with payment obligations owed by Baker Hughes or its designated agent to former Chart shareholders holding the cash consideration rights.

Filing Date and Regulatory Reporting Obligations

The beneficial ownership update was filed on July 16, 2026, the same date the merger became effective, reflecting the required reporting obligations under Section 16 of the Securities Exchange Act of 1934. David M. Sagehorn, as a director of Chart Industries, qualified as an insider for purposes of beneficial ownership reporting requirements. The filing documents the transactions occurring on the merger effective date when Sagehorn's Chart common stock holdings were converted into cash consideration rights. The report identifies Sagehorn's name, title, address, and the nature of his relationship to the issuer company prior to the merger.

The disclosure confirms that Sagehorn retained his beneficial ownership of Chart securities through the conversion process, with the form tracking the securities that were converted and their final beneficial ownership status following the merger's effective time. The signature line reflects authorization by Arthur C. Hall III, identified as Sagehorn's attorney-in-fact, permitting Sagehorn to execute the required regulatory filing. This report fulfills the insider reporting obligations triggered by the significant corporate event of the merger's completion and provides the market and regulatory authorities with contemporaneous documentation of how Chart's insider holdings were treated in the merger transaction.

Market Impact and Investor Considerations Post-Merger

Following the merger's completion, Chart Industries common stock ceased trading on the New York Stock Exchange. The ticker symbol GTLS is no longer used for active trading, as the company no longer exists as a public entity. Former Chart Industries shareholders who held their shares through the merger effective date became entitled to receive $210 per share in cash payment from Baker Hughes or its designated payment agent. The immediate share price impact was not clear from available public information within this disclosure, as it documents the completed merger mechanics rather than market reaction to the transaction.

Investors who held Chart Industries shares should monitor for payment of the merger consideration and verify receipt of their $210 per-share cash proceeds. Shareholders may need to follow specific instructions from their brokers or Chart Industries' designated transfer agent regarding claims procedures, proof of ownership, or other administrative steps required to receive the merger consideration. The completion of the transaction eliminates Chart Industries from the equity markets and integrates all former Chart operations into Baker Hughes' broader organizational structure, requiring investors to monitor Baker Hughes' public disclosures for information regarding the combined company's performance and strategic direction going forward.

Integration of Chart Industries into Baker Hughes Operations

The merger completion establishes Baker Hughes' ownership and operational control of all Chart Industries assets, subsidiaries, and business operations. Chart Industries' manufacturing facilities, distribution networks, customer relationships, and product portfolios are now consolidated within Baker Hughes' organizational structure. The integration process typically involves consolidating administrative functions, optimizing manufacturing capacity, aligning product portfolios, and harmonizing business processes across the combined entity. Baker Hughes will determine the operational structure through which Chart Industries' business units will be managed within its broader portfolio of energy services and equipment offerings.

The acquisition permits Baker Hughes to leverage Chart Industries' specialized capabilities in cryogenic equipment and thermal management systems to enhance the combined company's competitive positioning in the LNG and industrial gas markets. Chart Industries' customer base, technical expertise, and manufacturing infrastructure add valuable capabilities to Baker Hughes' existing portfolio in energy infrastructure and services. The combined entity benefits from Chart Industries' established market presence, long-standing customer relationships, and proprietary technologies, while Baker Hughes brings broader distribution channels, financial resources, and service capabilities to support Chart's customer base and expand market opportunities in complementary segments.