Chart Industries Completes Baker Hughes Merger at $210 Per Share Consideration

Chart Industries' Business and Market Position Prior to Merger Completion

Chart Industries Inc. operated as a manufacturer of highly engineered, customizable cryogenic equipment and systems for energy transition, industrial gas, and end-market customers. The company served diverse sectors including liquefied natural gas, hydrogen, carbon capture, and industrial gas applications. Chart Industries maintained significant market presence through its technology and engineering capabilities in specialized equipment manufacturing, positioning itself as a key supplier to infrastructure and energy sectors undergoing transition toward cleaner energy solutions.

The company's revenue model centered on the design, manufacture, and delivery of cryogenic systems and related equipment to customers globally. Chart Industries served customers across the energy, industrial, and infrastructure sectors, with particular emphasis on applications requiring specialized thermal management and gas handling technologies. The company's product portfolio included systems for liquefaction, vaporization, and cryogenic storage, serving both traditional energy markets and emerging clean energy applications including hydrogen and carbon capture technologies.

Merger Agreement Terms and Effective Date

The Merger Agreement between Baker Hughes Company, Tango Merger Sub, Inc., and Chart Industries Inc. was dated July 28, 2025, establishing the framework for the transaction's execution and terms. The agreement specified that at the Effective Time, all shares of Chart Industries common stock would be automatically canceled and converted into the right to receive the merger consideration. This conversion occurred without requiring individual shareholder action at the time the merger became effective, streamlining the transition process for Chart Industries shareholders.

The merger became effective on July 16, 2026, approximately eleven months after the agreement's execution date. The timing allowed for completion of required regulatory approvals and closing conditions specified in the Merger Agreement. Upon effectiveness, Chart Industries ceased to exist as an independent publicly traded company, with Baker Hughes Company assuming all assets, liabilities, and operations of Chart Industries through the merger structure utilizing Tango Merger Sub, Inc. as the merger subsidiary.

Cash Consideration Structure and Shareholder Impact

Chart Industries shareholders received $210.00 in cash per share of common stock held at the time the merger became effective. This cash-based consideration provided shareholders with liquidity and clarity regarding the value received for their ownership stakes in Chart Industries. The per-share consideration represented the total cash payment that Chart Industries shareholders would receive in exchange for their common stock, with no contingent, deferred, or additional consideration mechanisms disclosed in the transaction structure.

The merger consideration applied uniformly to all shares of Chart Industries common stock outstanding at the Effective Time, ensuring consistent treatment across the shareholder base. Shareholders who held Chart Industries stock experienced automatic conversion of their holdings into the right to receive the cash payment, requiring no action on their part to obtain the merger consideration. The cash payment mechanism provided shareholders with a definitive valuation outcome and eliminated ongoing equity exposure to Chart Industries following the merger's completion.

Regulatory and Corporate Structure Elements of the Transaction

Baker Hughes Company structured the merger through the use of Tango Merger Sub, Inc., a subsidiary created specifically for the merger transaction. This structure is common in acquisition transactions and allows the acquiring company to integrate the target company's assets and operations while maintaining corporate continuity and managing legal and operational aspects of the combination. Tango Merger Sub, Inc. served as the merger subsidiary that merged with and into Chart Industries, with Chart Industries surviving as a subsidiary or entity within Baker Hughes' corporate structure following the merger's completion.

The transaction required execution and delivery of the Merger Agreement by all three parties, establishing binding commitments and conditions for the transaction's completion. The agreement dated July 28, 2025, would have included standard provisions regarding representations, warranties, covenants, and closing conditions typical of acquisition transactions of this magnitude. The approximately eleven-month period between agreement signing and merger effectiveness allowed time for satisfaction of customary closing conditions, including regulatory approvals, third-party consents, and other transaction requirements.

Insider Transaction Reporting and Beneficial Ownership Changes

Paula Harris, a director of Chart Industries Inc., held 4,479 shares of Chart Industries common stock prior to the merger's completion. The transaction reporting indicates Harris's direct beneficial ownership of Chart Industries shares, with ownership maintained in direct form rather than through indirect holding structures. Following the merger's effectiveness on July 16, 2026, Harris's beneficial ownership of Chart Industries common stock was automatically converted into the right to receive cash consideration at the $210.00 per share rate, eliminating direct common stock ownership in Chart Industries.

The transaction notification filed on July 16, 2026, documented the conversion of Harris's beneficial ownership interest from direct common stock holdings into cash merger consideration rights. The change in beneficial ownership reflected the automatic conversion mechanism embedded in the Merger Agreement, whereby all outstanding Chart Industries common stock shares converted to cash rights at the Effective Time. Harris's transaction required reporting under Section 16(a) of the Securities Exchange Act of 1934, as the director's beneficial ownership status changed as a result of the merger's completion.

Integration of Chart Industries into Baker Hughes Operations

Baker Hughes Company, the acquiring entity, brought Chart Industries' business operations, intellectual property, engineering capabilities, and customer relationships into its broader corporate portfolio. Baker Hughes operates as a diversified energy technology company serving upstream, midstream, and downstream energy sectors, with significant expertise in equipment, software, and services for conventional and renewable energy applications. The integration of Chart Industries' cryogenic equipment and systems capabilities expanded Baker Hughes' product and service offerings, particularly in emerging energy transition technologies including hydrogen, carbon capture, and liquefied natural gas applications.

Chart Industries' specialization in cryogenic systems and thermal management technology complemented Baker Hughes' existing energy technology capabilities and market presence. The combination allowed Baker Hughes to offer integrated solutions across the energy value chain while expanding its portfolio in clean energy transition markets. Chart Industries' customer base, engineering resources, and technological expertise in cryogenic applications became part of Baker Hughes' operating structure following merger completion, though the disclosure does not specify detailed integration plans or organizational structure changes implemented post-merger.

Merger Consideration Valuation Context

The $210.00 per share cash consideration represented the total value delivered to Chart Industries shareholders in the transaction. The company did not disclose the transaction's total enterprise value, implied valuation multiples, or comparative valuations relative to Chart Industries' historical financial performance. Investors analyzing this transaction would need to reference other public information sources to understand the consideration's relationship to Chart Industries' balance sheet metrics, earnings, revenue, or comparable transaction multiples within the industrial equipment and energy technology sectors.

The cash-based consideration structure provided shareholders with certainty regarding the value received, eliminating exposure to post-closing performance variations or earnout mechanisms that sometimes characterize acquisition transactions. This all-cash approach differed from stock-based or mixed consideration structures, providing shareholders with immediate liquidity at a fixed per-share rate. The disclosure does not indicate whether the consideration reflected premiums, discounts, or valuations relative to Chart Industries' trading history, financial metrics, or analyst estimates prior to the transaction's announcement.

Completion of Ownership Transition and Delisting Implications

The merger's effectiveness on July 16, 2026, completed the transition of Chart Industries from an independent, publicly traded company to a subsidiary within Baker Hughes Company's corporate structure. This transition eliminated Chart Industries as a separate trading entity, with Chart Industries common stock no longer trading on the New York Stock Exchange following the merger's completion. Shareholders who held Chart Industries stock at the time of merger completion would no longer maintain equity exposure to Chart Industries as an independent business, having received cash consideration in exchange for their common stock holdings.

The automatic conversion of all Chart Industries common stock into merger consideration cash payments occurred at the Effective Time without additional shareholder actions, streamlining the transition process and ensuring complete conversion of outstanding equity interests. All shareholders holding Chart Industries common stock received identical per-share cash consideration regardless of holding period, share quantity, or shareholder status as insiders or public investors. The transaction eliminated Chart Industries' status as a publicly traded entity and terminated the company's separate equity trading and investor disclosure obligations under the Securities Exchange Act.

Key Dates and Transaction Timeline

The Merger Agreement was executed on July 28, 2025, establishing the binding terms and conditions for the transaction between Baker Hughes Company, Tango Merger Sub, Inc., and Chart Industries Inc. The agreement's execution date marked the formal commencement of the transaction process, after which parties would satisfy closing conditions and obtain necessary regulatory approvals and third-party consents. The approximately eleven-month period between agreement execution and merger effectiveness allowed time for completion of due diligence, regulatory review processes, and satisfaction of other customary closing conditions in acquisition transactions of this scope and complexity.

The merger became effective on July 16, 2026, marking the date when all Chart Industries common stock shares were automatically converted into merger consideration cash rights. The Effective Time, as defined in the Merger Agreement, represented the moment when all terms of the transaction became operative and all outstanding Chart Industries common stock ceased to exist as equity securities, replaced by cash consideration claims. The transaction's completion on this date concluded the corporate transformation initiated by the agreement's signing approximately eleven months prior.