Form 8-K

8-K — CHART INDUSTRIES INC

Accession: 0001193125-26-271052

Filed: 2026-06-15

Period: 2026-06-15

CIK: 0000892553

SIC: 3443 (FABRICATED PLATE WORK (BOILER SHOPS))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d79888d8k.htm (Primary)

EX-10.1 (d79888dex101.htm)

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8-K

8-K (Primary)

Filename: d79888d8k.htm · Sequence: 1

8-K

CHART INDUSTRIES INC false 0000892553 0000892553 2026-06-15 2026-06-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2026

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-11442

34-1712937

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

8665 New Trails Drive, Suite 100,

The Woodlands, Texas

77381

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code: (770) 721-8800

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common stock, par value $0.01

GTLS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2026, Chart Industries, Inc. (“Chart”), Baker Hughes Company (“Baker Hughes”) and Jillian C. Evanko entered into an amendment (the “Amendment”) to that certain Senior Advisor Agreement, dated as of November 16, 2025 (the “Senior Advisor Agreement”), by and between Chart and Ms. Evanko, which was previously reported on Form 8-K filed on November 17, 2025. The Amendment provides for (i) a termination date with respect to Ms. Evanko’s services as Senior Advisor, (ii) a fixed fee payable to Ms. Evanko for such services (subject to the terms and conditions set forth in the Senior Advisor Agreement) and (iii) certain other mutual agreements among the parties with respect to matters related thereto.

The foregoing description of the Amendment is a summary only and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Senior Advisor Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Amendment to Senior Advisor Agreement, dated as of June 15, 2026, by and among Chart Industries, Inc., Baker Hughes Company and Jillian C. Evanko.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended (each a “forward-looking statement”). All statements, other than historical facts, including statements regarding the presentation of Chart’s operations in future reports and any assumptions underlying any of the foregoing,

are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ include, but are not limited to: potential delays in consummating the Merger, including as a result of failure to receive any regulatory approvals (or any conditions, limitations or restrictions placed on such approvals); the possibility that competing offers or acquisition proposals may be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances that would require Chart to pay a termination fee; unforeseen or unknown liabilities; customer, stockholder, regulatory and other stakeholder approvals and support; unexpected future capital expenditures; the possibility that the transaction with Baker Hughes may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency or completion of the Merger on the parties’ business relationships and business generally; risks that the Merger disrupts current plans and operations of Chart or Baker Hughes and potential difficulties in employee retention as a result of the Merger, as well as the risk of disruption of management and ongoing business operations during the pendency of, the Merger; uncertainties as to whether the Merger will be consummated on the anticipated timing or at all. Other important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the risk factors identified in the “Risk Factors” section of Part 1 of Item 1A of Chart’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 27, 2026, and those set forth from time-to-time in other filings by Chart with the SEC. These documents are available through Chart’s website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (EDGAR) system at http://www.sec.gov.

Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. Chart does not undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHART INDUSTRIES, INC.

By:

/s/ Herbert G. Hotchkiss

Name:

Herbert G. Hotchkiss

Title:

Vice President, General Counsel and Secretary

Date: June 15, 2026

EX-10.1

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EX-10.1

Exhibit 10.1

Execution Copy

June 15, 2026

Jillian C. Evanko

Senior Advisor

Re:

Amendment to Senior Advisor Agreement

Dear Jill:

Reference is hereby made to that

certain Senior Advisor Agreement, dated as of November 16, 2025 (the “SAA”), by and between you and Chart Industries, Inc., a Delaware corporation (the “Company”). This letter agreement (this

“Amendment”) supplements and amends the SAA, including with respect to certain provisions contained herein involving Baker Hughes Company, a Delaware corporation (“Baker Hughes”). Capitalized terms used but not

defined herein shall have their respective meanings set forth in the SAA.

1. Senior Advisor Term and Fee.

a. Notwithstanding anything in the SAA to the contrary, the Senior Advisor Term shall terminate and conclude, and you shall cease providing

Senior Advisor Services and cease to be eligible to accrue any further Senior Advisor Fee, effective as of the date hereof (the “Service End Date”). No Senior Advisor Fee shall accrue in respect of any period after the Service End

Date.

b. Subject to the terms of the SAA (including, for the avoidance of doubt, the consummation of the Merger and your continued

compliance with the Restrictive Covenants), the Company shall pay you a Senior Advisor Fee equal to $8,000,000. Except as expressly modified hereby, the payment mechanics, conditions and limitations of the SAA continue to govern the Senior Advisor

Fee.

c. Section 4(a)(v) of the SAA is hereby amended and restated as follows: “(v) you shall have thirty (30) days following

either (y) the consummation of the transaction contemplated by the Merger Agreement or (z) the termination of the Merger Agreement, as applicable, to exercise any Options that are vested as of the Transition Date in accordance with the

existing terms and conditions of the Equity Plans and the applicable award agreements; provided, however, that in no event shall such exercise date be later than, and each Option shall expire and be cancelled on, the tenth (10th) anniversary of the date of grant set forth in each applicable Option award agreement;”.

2. Releases. As used herein, “Covered Matters” means your appointment to, and service on, the board of directors of

any company that you joined on or before the date hereof during the Senior Advisor Term, and any discussions, communications, claims, assertions or disputes among the parties arising therefrom or relating thereto in each case arising on or before

the date hereof. In each case without limiting the applicability of any other releases from you contained in the SAA or otherwise:

a. you (on behalf of yourself and your heirs, successors and assigns) hereby release and

discharge each of (x) the Released Parties, on the one hand, and (y) Baker Hughes, each of its affiliates, and each of its and their respective present and former officers, directors, employees, attorneys, agents, assigns and successors,

on the other hand, from all claims, whether known or unknown, arising from or relating to the Covered Matters, in each case arising on or before the date hereof; provided, however, that this release does not affect (i) any party’s rights

or obligations under the SAA or this Amendment, including the payment by the Company of the Senior Advisor Fee if and when due and your rights with respect to certain incentive compensation as set forth in Section 4 of the SAA; (ii) your

rights to indemnification, advancement of expenses, or coverage under any directors’ and officers’ liability insurance policy, the Company’s organizational documents, or any indemnification agreement; (iii) your vested and

accrued rights under any employee benefit plan; or (iv) any rights or obligations as between the Company and Baker Hughes under the Merger Agreement or the Confidentiality Agreement referred to therein, none of which is released or affected

hereby;

b. the Company (on behalf of itself and its affiliates) hereby releases and discharges you from all claims, whether known or

unknown, arising from or relating to the Covered Matters, in each case arising on or before the date hereof; provided, however, that this release does not affect (i) your obligations under the SAA, the Employment Agreement or this Amendment

(including your obligations under and with respect to the Restrictive Covenants); or (ii) any claim arising from your breach of any of the foregoing after the date hereof; and

c. Baker Hughes (on behalf of itself and its affiliates) hereby releases and discharges you from all claims, whether known or unknown, arising

from or relating to the Covered Matters, in each case arising on or before the date hereof; provided, however, that this release does not affect (i) your obligations under the SAA, the Employment Agreement or this Amendment (including your

obligations under and with respect to the Restrictive Covenants); or (ii) any claim arising from your breach of any of the foregoing after the date hereof.

For the avoidance of doubt, the foregoing releases apply solely to claims arising from the Covered Matters on or before the date hereof, and

do not waive, limit or release any claim arising from any act or omission occurring after the date hereof. The Company and Baker Hughes (each on its own behalf and on behalf of its affiliates) agree that they are unaware of anything, as of the date

of this Amendment, that could constitute a failure of any condition precedent to the payment of, or a basis to withhold, the Senior Advisor Fee.

3. Non-Disparagement. You shall not, and each of the Company and Baker Hughes shall instruct

its directors and named executive officers not to, make any substantive disparaging statement regarding any other party hereto; provided, however, that such prohibition shall not apply to truthful statements made in response to legal process or

governmental inquiry, statements made in any proceeding before a court or arbitral tribunal, or in confidential communications among the parties hereto or their respective counsel, in each case to enforce the SAA, this Amendment, the Employment

Agreement or the Merger Agreement, or any other disclosures required by applicable law.

4. Miscellaneous.

a. Except as expressly modified by this Amendment, the SAA shall remain in full force and effect in all respects.

b. Sections 12, 13 and 14 of the SAA are incorporated by reference herein, mutatis mutandis.

c. This Amendment is a compromise of certain disputed positions and does not constitute an admission by any party hereto of any liability or

wrongdoing, or any admission as to the interpretation of any other agreement.

d. Baker Hughes hereby confirms its consent to the

Company’s entering into this Amendment for all purposes under the Merger Agreement.

[Signature pages follow.]

If this Amendment is acceptable to you, please sign and return the enclosed copy of this

Agreement to each other party hereto.

CHART INDUSTRIES, INC.

By:

/s/ Gerry Vinci

Name: Gerry Vinci

Title: President

BAKER HUGHES COMPANY

By:

/s/ Lorenzo Simonelli

Name: Lorenzo Simonelli

Title: Chairman, President and Chief Executive Officer

Acknowledged and Agreed:

/s/ Jillian C. Evanko

JILLIAN C. EVANKO

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