# CHART INDUSTRIES INC (GTLS)

Informational only - not investment advice.

CIK: 0000892553
SIC: 3443 Fabricated Plate Work (Boiler Shops)
SIC breadcrumb: [Manufacturing](/division/D/) > [SIC Major Group 34](/major-group/34/) > [SIC 3443 Fabricated Plate Work (Boiler Shops)](/industry/3443/)
Latest 10-K filed: 2026-02-27
SEC page: https://www.sec.gov/edgar/browse/?CIK=892553
Filing source: https://www.sec.gov/Archives/edgar/data/892553/000089255326000027/gtls-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 4264000000 | USD | 2025 | 2026-02-27 |
| Net income | 40700000 | USD | 2025 | 2026-02-27 |
| Assets | 9806400000 | USD | 2025 | 2026-02-27 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000892553.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  | 1,003,900,000 | 1,215,500,000 | 1,177,100,000 | 1,317,700,000 | 1,612,400,000 | 3,352,500,000 | 4,160,300,000 | 4,264,000,000 |
| Net income | 28,200,000 | 28,000,000 | 88,000,000 | 46,400,000 | 308,100,000 | 59,100,000 | 24,000,000 | 47,300,000 | 218,500,000 | 40,700,000 |
| Operating income | 41,000,000 | 38,500,000 | 64,500,000 | 52,000,000 | 92,200,000 | 88,500,000 | 151,500,000 | 390,700,000 | 647,500,000 | 358,400,000 |
| Gross profit | 209,700,000 | 231,600,000 | 259,100,000 | 297,500,000 | 332,100,000 | 324,200,000 | 407,400,000 | 1,040,400,000 | 1,388,800,000 | 1,437,800,000 |
| Diluted EPS | 0.91 | 0.89 | 2.73 | 1.32 | 8.45 | 1.44 | 0.54 | 0.43 | 4.10 | 0.30 |
| Assets | 1,233,000,000 | 1,724,700,000 | 1,897,700,000 | 2,481,400,000 | 2,570,500,000 | 3,043,800,000 | 5,901,900,000 | 9,102,400,000 | 9,123,900,000 | 9,806,400,000 |
| Liabilities | 534,400,000 | 919,500,000 | 1,008,700,000 | 1,249,000,000 | 991,200,000 | 1,418,600,000 | 3,217,600,000 | 6,163,400,000 | 6,128,700,000 | 6,430,700,000 |
| Stockholders' equity | 697,200,000 | 802,200,000 | 884,500,000 | 1,227,600,000 | 1,572,700,000 | 1,616,600,000 | 2,675,500,000 | 2,786,500,000 | 2,828,800,000 | 3,230,300,000 |
| Cash and cash equivalents | 282,000,000 | 122,600,000 | 118,100,000 | 119,000,000 | 125,100,000 | 122,200,000 | 663,600,000 | 188,300,000 | 308,600,000 | 366,000,000 |
| Net margin |  |  | 8.77% | 3.82% | 26.17% | 4.49% | 1.49% | 1.41% | 5.25% | 0.95% |
| Operating margin |  |  | 6.42% | 4.28% | 7.83% | 6.72% | 9.40% | 11.65% | 15.56% | 8.41% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000892553.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 0.31 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 0.98 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | -0.52 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 908,100,000 | 9,100,000 | 0.05 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 897,900,000 | 3,400,000 | -0.07 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 1,015,000,000 | 49,800,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 950,700,000 | 11,300,000 | 0.10 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 1,040,300,000 | 58,600,000 | 1.10 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 1,062,500,000 | 69,000,000 | 1.33 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 1,106,800,000 | 79,600,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 1,001,500,000 | 49,500,000 | 0.94 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 1,082,300,000 | 76,100,000 | 1.53 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 1,100,600,000 | -138,500,000 | -3.23 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 1,079,600,000 | 53,600,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 884,800,000 | -17,100,000 | -0.36 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/892553/000089255326000040/gtls-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-11
Report date: 2026-03-31

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our results of operations and financial condition should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements. Actual results may differ materially from those discussed below. See “Forward-Looking Statements” at the end of this discussion and Part II, Item 1A. “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with this discussion.

Overview

Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The Company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to LNG, hydrogen, biogas and CO2 capture among other applications. Chart is committed to excellence in ESG issues both for our company as well as our customers. With 63 global manufacturing locations and over 50 service centers from the United States to Asia, India, Europe and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities.

The financial information presented and discussion of results that follows is presented on a continuing operations basis unless stated otherwise.

Terminated Merger Agreement

On June 3, 2025, Chart entered into an Agreement and Plan of Merger (the “Flowserve Merger Agreement”) with Flowserve Corporation, a New York corporation (“Flowserve”), Big Sur Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Flowserve (“First Merger Sub”), and Napa Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Flowserve (“Second Merger Sub”).

On July 28, 2025, Chart, Flowserve, First Merger Sub and Second Merger Sub, entered into a Termination Agreement pursuant to Section 9.01(a) of the Flowserve Merger Agreement, providing for the mutual termination of the Flowserve Merger Agreement and the abandonment of the transactions contemplated thereby, effective immediately upon execution of the Termination Agreement. In connection with the termination, Chart agreed to pay Flowserve a termination payment of $266 million, consisting of the $250 million termination fee provided for under the Flowserve Merger Agreement and an additional $16 million in expense reimbursement, as set forth in the Termination Agreement. Upon receipt of the termination payment, each party, on behalf of itself and its affiliates, released the other party and its affiliates from any and all claims relating to or arising out of the Flowserve Merger Agreement or the transactions contemplated thereby, subject to certain customary exceptions.

Baker Hughes Merger Agreement

On July 28, 2025, Chart entered into the Agreement and Plan of Merger, dated as of July 28, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Baker Hughes Company (“Baker Hughes”), Tango Merger Sub, Inc. (“Merger Sub”), and Chart, providing for, among other things, the merger of Merger Sub with and into Chart (the “Merger”), with Chart surviving the Merger as a wholly owned subsidiary of Baker Hughes.

On October 6, 2025, Chart’s stockholders approved and adopted the Merger Agreement. With regulatory reviews still underway in certain jurisdictions, we presently expect closing in the second quarter of 2026, understanding that the timing may evolve as those processes progress.

Macroeconomic Impacts

Geopolitical instability and regional conflicts and unrest continue to create uncertainty in the global economy, including, uncertainty and market disruptions relating to the recent conflict with Iran and other turmoil in the Middle East, the ongoing conflict between Russia and Ukraine and the related sanctions imposed by countries against Russia, along with the heightened tensions between the United States and China. War or fear of escalation (including the recent conflict with Iran) may impact our business and operations, strain global supply chains and result in energy shortages, significant spikes in fuel costs and potentially negatively impact large energy infrastructure projects and the demand for certain of our products. Moreover, a substantial amount of uncertainty exists regarding the impact of international monetary and trade policies on our business and markets, including possible continued volatility in interest rates and inflation, as well as the unknown impact of recent or threatened changes to U.S. governmental trade policies, including the introduction of, and unpredictability associated with, global tariffs on all U.S. trading partners, as well as the possible impact of any retaliatory tariffs on products from the United

26

Table of Contents

States. Additionally, geopolitical uncertainty regarding energy policies and these regional conflicts (including the recent conflict with Iran) may affect the timing of certain projects. We are unable to predict the impact these actions will have on the global economy or on our business, financial condition and results of operations. These events did not have a material adverse effect on our reported results for the first quarter of 2026. We continue to actively monitor the impact of these macroeconomic developments on our results of operations for the remainder of 2026 and beyond.

Environmental, Social, Governance

Chart is proud to be at the forefront of the energy transition as a leading provider of technology, equipment and services related to LNG, hydrogen & helium, biogas, carbon capture and water treatment, among other applications. We also have a unique offering for the Nexus of Clean™ – clean power, clean water, clean food and clean industrials. Reporting our ESG performance is one of the ways we demonstrate accountability and transparency to our team members, suppliers, customers, shareholders and communities. Further information can be found in our Annual Sustainability Report, which we released in May 2026.

First Quarter 2026 Highlights

We had consolidated orders of $1,280.3 million for the three months ended March 31, 2026 compared to $1,315.6 million for the three months ended March 31, 2025. The decrease in orders versus the three months ended March 31, 2025 was driven by lower orders in Specialty Products and Repair Service & Leasing. Our ending total backlog was $6,282.9 million as of March 31, 2026 compared to $5,143.6 million as of March 31, 2025.

Consolidated sales were $884.8 million in the three months ended March 31, 2026 compared to $1,001.5 million in the three months ended March 31, 2025. Compared to the first quarter of 2025, sales were down 11.7% driven by decreases in each of the segments. Consolidated gross profit margin for the three months ended March 31, 2026 of 28.4% was down compared with 33.9% for the three months ended March 31, 2025, primarily as the result of reduced volumes, unfavorable product mix and the impact of tariffs on certain of our products.

27

Table of Contents

Consolidated Results for the Three Months Ended March 31, 2026 and 2025, and December 31, 2025

The following table includes key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the three months ended March 31, 2026 and 2025 and December 31, 2025 (dollars in millions).

Selected Financial Information

Three Months Ended

Current Quarter vs.

Prior Year Same Quarter

Current Quarter vs.

Prior Sequential Quarter

March 31, 2026

March 31, 2025

December 31, 2025

Variance

 ($)

Variance

(%)

Variance

 ($)

Variance

(%)

Sales

Cryo Tank Solutions

$

145.6 

$

153.2 

$

163.9 

$

(7.6)

(5.0)

%

$

(18.3)

(11.2)

%

Heat Transfer Systems

246.1 

267.3 

325.8 

(21.2)

(7.9)

%

(79.7)

(24.5)

%

Specialty Products

214.5 

276.1 

259.5 

(61.6)

(22.3)

%

(45.0)

(17.3)

%

Repair, Service & Leasing

278.6 

304.9 

330.4 

(26.3)

(8.6)

%

(51.8)

(15.7)

%

Consolidated

$

884.8 

$

1,001.5 

$

1,079.6 

$

(116.7)

(11.7)

%

$

(194.8)

(18.0)

%

Gross Profit

Cryo Tank Solutions

$

34.0 

$

37.2 

$

30.3 

$

(3.2)

(8.6)

%

$

3.7 

12.2 

%

Heat Transfer Systems

51.5 

82.6 

128.7 

(31.1)

(37.7)

%

(77.2)

(60.0)

%

Specialty Products

45.7 

83.7 

53.0 

(38.0)

(45.4)

%

(7.3)

(13.8)

%

Repair, Service & Leasing

120.2 

136.3 

147.3 

(16.1)

(11.8)

%

(27.1)

(18.4)

%

Consolidated

$

251.4 

$

339.8 

$

359.3 

$

(88.4)

(26.0)

%

$

(107.9)

(30.0)

%

Gross Profit Margin

Cryo Tank Solutions

23.4 

%

24.3 

%

18.5 

%

Heat Transfer Systems

20.9 

%

30.9 

%

39.5 

%

Specialty Products

21.3 

%

30.3 

%

20.4 

%

Repair, Service & Leasing

43.1 

%

44.7 

%

44.6 

%

Consolidated

28.4 

%

33.9 

%

33.3 

%

SG&A Expenses

Cryo Tank Solutions

$

21.5 

$

17.7 

$

19.2 

$

3.8 

21.5 

%

$

2.3 

12.0 

%

Heat Transfer Systems

12.8 

10.8 

16.8 

2.0 

18.5 

%

(4.0)

(23.8)

%

Specialty Products

32.9 

30.4 

35.5 

2.5 

8.2 

%

(2.6)

(7.3)

%

Repair, Service & Leasing

40.5 

38.9 

56.2 

1.6 

4.1 

%

(15.7)

(27.9)

%

Corporate

44.3 

43.2 

57.0 

1.1 

2.5 

%

(12.7)

(22.3)

%

Consolidated

$

152.0 

$

141.0 

$

184.7 

$

11.0 

7.8 

%

$

(32.7)

(17.7)

%

SG&A Expenses (% of Sales)

Cryo Tank Solutions

14.8 

%

11.6 

%

11.7 

%

Heat Transfer Systems

5.2 

%

4.0 

%

5.2 

%

Specialty Products

15.3 

%

11.0 

%

13.7 

%

Repair, Service & Leasing

14.5 

%

12.8 

%

17.0 

%

Consolidated

17.2 

%

14.1 

%

17.1 

%

28

Table of Contents

Three Months Ended

Current Quarter vs.

Prior Year Same Quarter

Current Quarter vs.

Prior Sequential Quarter

March 31, 2026

March 31, 2025

December 31, 2025

Variance

 ($)

Variance

(%)

Variance

 ($)

Variance

(%)

Operating Income (Loss)

Cryo Tank Solutions

$

10.6 

$

17.6 

$

9.3 

$

(7.0)

(39.8)

%

$

1.3 

14.0 

%

Heat Transfer Systems

32.1 

66.9 

106.8 

(34.8)

(52.0)

%

(74.7)

(69.9)

%

Specialty Products

8.4 

48.3 

12.3 

(39.9)

(82.6)

%

(3.9)

(31.7)

%

Repair, Service & Leasing

45.8 

62.7 

53.7 

(16.9)

(27.0)

%

(7.9)

(14.7)

%

Corporate

(44.3)

(43.2)

(57.0)

(1.1)

2.5 

%

12.7 

(22.3)

%

Consolidated

$

52.6 

$

152.3 

$

125.1 

$

(99.7)

(65.5)

%

$

(72.5)

(58.0)

%

Operating Margin

Cryo Tank Solutions

7.3 

%

11.5 

%

5.7 

%

Heat Transfer Systems

13.0 

%

25.0 

%

32.8 

%

Specialty Products

3.9 

%

17.5 

%

4.7 

%

Repair, Service & Leasing

16.4 

%

20.6 

%

16.3 

%

Consolidated

5.9 

%

15.2 

%

11.6 

%

Results of Operations for the Three Months Ended March 31, 2026 and 2025

Sales for the first quarter of 2026 compared to the same quarter in 2025 decreased by $116.7 million, from $1,001.5 million to $884.8 million, or 11.7%. The decrease compared to the first quarter in 2025 was driven by lower sales in each segment.

Gross profit was $251.4 million for the first quarter of 2026, a decrease of $88.4 million, or 26.0%, compared to $339.8 million for the same quarter in 2025. Gross profit margin of 28.4% for the first quarter of 2026 was down 550 basis points compared to the first quarter of 2025. Lower margins in each of the segments contributed to the lower overall gross margin.

Consolidated selling, general and administrative (“SG&A”) expenses increased by $11.0 million or 7.8% during the first quarter of 2026 compa

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our results of operations and financial condition should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements. Actual results may differ materially from those discussed below. See “Forward-Looking Statements” at the end of this discussion and Item 1A. “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with this discussion.

Overview

Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The Company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to LNG, hydrogen, biogas and CO2 capture among other applications. Chart is committed to excellence in ESG issues both for its company as well as its customers. With 62 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe the Middle East, Africa and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities.

Terminated Merger Agreement

On June 3, 2025, Chart entered into an Agreement and Plan of Merger (the “Flowserve Merger Agreement”) with Flowserve Corporation, a New York corporation (“Flowserve”), Big Sur Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Flowserve (“First Merger Sub”), and Napa Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Flowserve (“Second Merger Sub”).

On July 28, 2025, Chart, Flowserve, First Merger Sub and Second Merger Sub, entered into a Termination Agreement pursuant to Section 9.01(a) of the Flowserve Merger Agreement, providing for the mutual termination of the Flowserve Merger Agreement and the abandonment of the transactions contemplated thereby, effective immediately upon execution of the Termination Agreement. In connection with the termination, Chart agreed to pay Flowserve a termination payment of $266 million, consisting of the $250 million termination fee provided for under the Flowserve Merger Agreement and an additional $16 million in expense reimbursement, as set forth in the Termination Agreement. Upon receipt of the termination payment, each party, on behalf of itself and its affiliates, released the other party and its affiliates from any and all claims relating to or arising out of the Flowserve Merger Agreement or the transactions contemplated thereby, subject to certain customary exceptions.

Baker Hughes Merger Agreement

On July 28, 2025, Chart entered into the Agreement and Plan of Merger, dated as of July 28, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Baker Hughes Company (“Baker Hughes”), Tango Merger Sub, Inc. (“Merger Sub”), and Chart, providing for, among other things, the merger of Merger Sub with and into Chart (the “Merger”), with Chart surviving the Merger as a wholly owned subsidiary of Baker Hughes.

On October 6, 2025, Chart’s stockholders approved and adopted the Merger Agreement. With regulatory reviews still underway in certain jurisdictions, we presently expect closing in the second quarter of 2026, understanding that the timing may evolve as those processes progress.

Macroeconomic Impacts

Geopolitical instability continues to create uncertainty in the global economy, including the current conflict between Russia and Ukraine and the related sanctions imposed by countries against Russia, along with the heightened tensions between the United States and China. Unrest in the Middle East may impact our business and operations and strain global supply chains. Moreover, a substantial amount of uncertainty exists regarding the impact of international monetary and trade policies on our business and markets, including possible continued volatility in interest rates and inflation, as well as the unknown impact of recent or threatened changes to U.S. governmental trade policies, including the unpredictability associated with global tariffs on all U.S. trading partners, as well as the possible impact of any retaliatory tariffs on products from the United States. Additionally, geopolitical uncertainty regarding energy policies may affect the timing of certain projects. We are unable to predict the impact these actions will have on the global economy or on our business, financial condition and results of operations. These events did not have a material adverse effect on our reported results for 2025. We continue to actively monitor the impact of these macroeconomic developments on our results of operations beyond 2025.

26

Environmental, Social, Governance

Chart is proud to be at the forefront of the energy transition as a leading provider of technology, equipment and services related to LNG, hydrogen & helium, biogas, carbon capture and water treatment, among other applications. We also have a unique offering for the Nexus of Clean™ – clean power, clean water, clean food and clean industrials. Reporting our ESG performance is one of the ways we demonstrate accountability and transparency to our team members, suppliers, customers, shareholders and communities.

2025 Highlights

Comparisons included in the discussion that follows are for fiscal year 2025 versus fiscal year 2024. A discussion of changes from fiscal year 2023 to fiscal year 2024 and other financial information related to fiscal year 2023 is available in Part II. Item 7. Management’s Discussion and Analysis of Financial Conditional and Results of Operations, of our Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025.

Strong order activity contributed to ending total backlog of $5,886.2 million as of December 31, 2025 compared to $4,845.1 million as of December 31, 2024. We had consolidated orders of $5,677.8 million for the year ended December 31, 2025 compared to $5,006.8 million for the year ended December 31, 2024. The increase in orders versus the year ended December 31, 2024 was largely driven by strong order activity in Specialty Products, Repair, Service & Leasing and moderate increases in Cryo Tank Solutions, offset by lower orders in Heat Transfer Systems. Specialty Products segment orders for 2025 were $2,080.9 million compared to $1,562.0 million for 2024, an increase of $518.9 million. The increase in orders was driven by increased orders in carbon capture, nuclear, HLNG, marine, space, mining, water treatment and chemicals.

Consolidated sales were $4,264.0 million in the year ended December 31, 2025 compared to $4,160.3 million in the year ended December 31, 2024 driven by increased sales in Heat Transfer Systems that were offset by lower sales in the other three segments. Consolidated gross profit margin for the year ended December 31, 2025 of 33.7% increased from 33.4% for the year ended December 31, 2024 largely due to improvements in gross profit margins in Cryo Tank Solutions and Heat Transfer Systems that were partially offset by Repair, Service & Leasing representing a lower portion of total sales, certain high margin work that did not repeat in 2025 and lower gross profit margins in Specialty Products. Operating margin for the year ended December 31, 2025 of 8.4% decreased from 15.6% for the year ended December 31, 2024 largely driven by the termination fee expense recorded in conjunction with the termination of the Flowserve merger agreement.

Operating Results

The following table sets forth the percentage relationship that each line item in our consolidated statements of income represents to sales for the years ended December 31, 2025 and 2024:

2025

2024

Sales

100.0 

%

100.0 

%

Cost of sales

66.3 

66.6 

Gross profit

33.7 

33.4 

Selling, general and administrative expenses (1)

14.5 

13.2 

Termination fee expense

6.2 

— 

Amortization expense

4.6 

4.7 

Operating income

8.4 

15.6 

Interest expense, net

7.2 

7.9 

Other expense, net

0.5 

— 

Income tax (benefit) expense, net

(0.2)

1.9 

Net income from continuing operations

0.9 

5.7 

Loss from discontinued operations, net of tax

— 

(0.1)

Net income

0.9 

5.6 

Less: (Loss) income attributable to noncontrolling interests of continuing operations, net of taxes

(0.1)

0.3 

Net income attributable to Chart Industries, Inc.

1.0 

5.3 

 _______________

(1)Includes share-based compensation expense of $17.2 million and $18.9 million, representing 0.4% and 0.5% of sales, for the years ended December 31, 2025 and 2024, respectively.

27

Consolidated Results for the Years Ended December 31, 2025 and 2024

The following table includes key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the years ended December 31, 2025 and 2024 (dollar amounts in millions). Further detailed information regarding our operating segments is presented in Note 3, “Segment and Geographic Information,” of the consolidated financial statements included under Item 15 “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.

Selected Segment Financial Information

Year Ended December 31,

2025

2024

Sales

Cryo Tank Solutions

$

624.2 

$

637.9 

Heat Transfer Systems

1,237.7 

1,035.3 

Specialty Products

1,098.4 

1,114.3 

Repair, Service & Leasing

1,303.7 

1,372.7 

Intersegment eliminations

— 

0.1 

Consolidated

$

4,264.0 

$

4,160.3 

Gross Profit

Cryo Tank Solutions

$

143.3 

$

143.5 

Heat Transfer Systems

434.9 

299.0 

Specialty Products

282.3 

301.1 

Repair, Service & Leasing

577.3 

645.2 

Consolidated

$

1,437.8 

$

1,388.8 

Gross Profit Margin

Cryo Tank Solutions

23.0 

%

22.5 

%

Heat Transfer Systems

35.1 

%

28.9 

%

Specialty Products

25.7 

%

27.0 

%

Repair, Service & Leasing

44.3 

%

47.0 

%

Consolidated

33.7 

%

33.4 

%

SG&A Expenses

Cryo Tank Solutions

$

67.8 

$

61.2 

Heat Transfer Systems

50.7 

45.6 

Specialty Products

128.2 

106.6 

Repair, Service & Leasing

161.6 

150.0 

Corporate

210.8 

184.0 

Consolidated

$

619.1 

$

547.4 

SG&A Expenses (% of Sales)

Cryo Tank Solutions

10.9 

%

9.6 

%

Heat Transfer Systems

4.1 

%

4.4 

%

Specialty Products

11.7 

%

9.6 

%

Repair, Service & Leasing

12.4 

%

10.9 

%

Consolidated

14.5 

%

13.2 

%

Operating Income (Loss)

Cryo Tank Solutions

$

67.9 

$

74.6 

Heat Transfer Systems

364.4 

233.3 

Specialty Products

133.7 

173.1 

Repair, Service & Leasing

269.2 

350.5 

Corporate

(476.8)

(184.0)

Consolidated

$

358.4 

$

647.5 

28

Operating Margin

Cryo Tank Solutions

10.9 

%

11.7 

%

Heat Transfer Systems

29.4 

%

22.5 

%

Specialty Products

12.2 

%

15.5 

%

Repair, Service & Leasing

20.6 

%

25.5 

%

Consolidated

8.4 

%

15.6 

%

Results of Operations for the Years Ended December 31, 2025 and 2024

Sales in 2025 increased by $103.7 million from $4,160.3 million to $4,264.0 million, or 2.5%. This increase was driven largely by the strong backlog conversion in Heat Transfer Systems offset by decreases in Cryo Tank Solutions, Specialty Products and Repair, Service & Leasing. The decrease in Repair, Service & Leasing is largely due to 2024 having a significant emergency field service repair and a large aftermarket equipment sale.

Gross profit in 2025 increased by $49.0 million from $1,388.8 million to $1,437.8 million or 3.5% compared to 2024. The increase in gross profit is primarily due to the increase in sales. Gross profit margin of 33.7% in 2025 increased from 33.4% in 2024. The increase in gross profit margin for 2025 compared to 2024 was largely due to improvements in gross profit margins in Cryo Tank Solutions and Heat Transfer Systems that were partially offset by Repair, Service & Leasing representing a lower portion of total sales in 2025. Additionally, the Cryo Tank Solutions and Heat Transfer Systems improvements were offset by decreases in Repair, Service & Leasing gross profit margin due to 2024 having a significant high margin emergency field service repair and a large aftermarket equipment sale that did not repeat and lower gross profit margins in Specialty Products.

Consolidated SG&A expenses increased by $71.7 million or 13.1% during 2025 compared to 2024 primarily driven by costs associated with the terminated merger agreement with Flowserve, the proposed merger with Baker Hughes, increased IT costs and the absence of a favorable acquisition-related contingent consideration adjustment that was recorded in 2024. Costs related to the Flowserve and Baker Hughes transactions, included in SG&A expenses, totaled $22.8 million in 2025.

In accordance with the Termination Agreement, we recorded $266.0 million to termination fee expense within our consolidated statement of income for the year ended December 31, 2025.

Amortization expense increased by $0.4 million to $194.3 million for the year ended December 31, 2025, compared to $193.9 million for the same period of 2024.

Interest Expense, Net

The following table presents the components of interest expense, net (dollars in millions):

Year Ended December 31,

2025

2024

Interest expense term loans due March 2030

$

103.5 

$

133.0 

Interest expense senior secured notes due 2030

108.7 

108.9 

Interest expense senior unsecured notes due 2031

48.2 

48.2 

Interest expense senior secured revolving credit facility due April 2029

32.0 

30.3 

Interest expense convertible notes due November 2024

— 

2.5 

Financing costs amortization

19.1 

19.1 

Interest income

(7.6)

(11.2)

Capitalized interest

(0.1)

(6.3)

Other

4.0 

4.0 

Interest expense, net

$

307.8 

$

328.5 

The decrease in interest expense, net, was mainly driven by lower interest rates and lower debt outstanding on our term loans due March 2030.

29

Other Expense, Net

Other expense, net increased by $22.0 million from $0.5 million in 2024 to $22.5 million in 2025.

Income Tax (Benefit) Expense, Net

Income tax (benefit) expense, net of $(10.4) million and $78.6 million for the years ended December 31, 2025 and 2024, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of (37.0)% and 24.7%, respectively. The effective income tax rate of (37.0)% for the year ended December 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to the favorable impacts of state taxes, U.S. cross-border tax laws, the release of uncertain tax positions, and research and development tax credits, partially offset by income earned by certain foreign entities being taxed at rates higher than the U.S. federal statutory rate. The effective income tax rate of 24.7% for the year ended December 31, 2024 differed from the U.S. federal statutory rate of 21% due primarily to the effect of income earned by certain of our foreign entities being taxes at higher rates than the federal statutory rate and the build of valuation allowances against specific deferred tax assets offset by the benefits of U.S. taxation of international operations optimization, research and development tax credit benefits and favorable provision to return adjustments.

Net Income Attributable to Chart Industries, Inc. From Continuing Operations

As a result of the foregoing, net income attributable to Chart Industries, Inc. from continuing operations was $42.3 million and $222.0 million for 2025 and 2024, respectively.

30

Segment Results for the Years Ended December 31, 2025 and 2024

Our reportable and operating segments include: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Corporate includes certain unallocated operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, and risk management. For further information, refer to Note 3, “Segment and Geographic Information” of our consolidated financial statements included under Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K. The following tables include key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the years ended December 31, 2025 and 2024 (dollar amounts in millions):

Cryo Tank Solutions—Results of Operations for the Years Ended December 31, 2025 and 2024

Year Ended December 31,

2025 vs. 2024

2025

2024

Variance

($)

Variance

(%)

Sales

$

624.2 

$

637.9 

$

(13.7)

(2.1)

%

Gross Profit

143.3 

143.5 

(0.2)

(0.1)

%

Gross Profit Margin

23.0 

%

22.5 

%

SG&A Expenses

$

67.8 

$

61.2 

$

6.6 

10.8 

%

SG&A Expenses (% of Sales)

10.9 

%

9.6 

%

Operating Income

$

67.9 

$

74.6 

$

(6.7)

(9.0)

%

Operating Margin

10.9 

%

11.7 

%

Cryo Tank Solutions segment sales decreased by $13.7 million during 2025 as compared to 2024 to $624.2 million. This decrease was primarily driven by lower industrial gas sales in the United States, partially offset by improved sales in Europe and China.

Cryo Tank Solutions segment gross profit decreased by $0.2 million during 2025 as compared to 2024.

Cryo Tank Solutions SG&A expenses increased $6.6 million during 2025 as compared to 2024, and SG&A expenses as a percentage of sales increased by 130 basis points. The increase in SG&A expenses in both absolute dollars and as a percentage of sales is due primarily to increased payroll and benefits costs in China.

Cryo Tank Solutions segment operating income decreased $6.7 million or 9.0% and operating margin decreased from 11.7% to 10.9% primarily as a result of higher SG&A expenses.

Heat Transfer Systems—Results of Operations for the Years Ended December 31, 2025 and 2024

Year Ended December 31,

2025 vs. 2024

2025

2024

Variance

($)

Variance

(%)

Sales

$

1,237.7 

$

1,035.3 

$

202.4 

19.5 

%

Gross Profit

434.9 

299.0 

135.9 

45.5 

%

Gross Profit Margin

35.1 

%

28.9 

%

SG&A Expenses

$

50.7 

$

45.6 

$

5.1 

11.2 

%

SG&A Expenses (% of Sales)

4.1 

%

4.4 

%

Operating Income

$

364.4 

$

233.3 

$

131.1 

56.2 

%

Operating Margin

29.4 

%

22.5 

%

Heat Transfer Systems segment sales increased by $202.4 million to $1,237.7 million during 2025 as compared to 2024. This increase was driven by continued execution of our backlog in LNG projects as well as data centers and traditional energy.

Heat Transfer Systems segment gross profit increased by $135.9 million during 2025 as compared to 2024, and gross profit margin increased by 620 basis points. The increase in Heat Transfer Systems segment gross profit was driven by the increase in sales volume. The increase in gross profit margin was due to better productivity and mix.

Heat Transfer Systems segment SG&A expenses increased by $5.1 million during 2025 as compared to 2024, and SG&A expenses as a percentage of sales improved by 30 basis points due to improved leverage of the cost structure. The increase in SG&A expenses is due to higher payroll & benefits costs as well as increased marketing and travel & entertainment costs.

31

Heat Transfer Systems segment operating income improved $131.1 million or 56.2%, and operating margin improved from 22.5% to 29.4% during 2025 as compared to 2024 through improved gross margin in total offset by higher SG&A expenses.

Specialty Products—Results of Operations for the Years Ended December 31, 2025 and 2024

Year Ended December 31,

2025 vs. 2024

2025

2024

Variance

($)

Variance

(%)

Sales

$

1,098.4 

$

1,114.3 

$

(15.9)

(1.4)

%

Gross Profit

282.3 

301.1 

(18.8)

(6.2)

%

Gross Profit Margin

25.7 

%

27.0 

%

SG&A Expenses

$

128.2 

$

106.6 

$

21.6 

20.3 

%

SG&A Expenses (% of Sales)

11.7 

%

9.6 

%

Operating Income

$

133.7 

$

173.1 

$

(39.4)

(22.8)

%

Operating Margin

12.2 

%

15.5 

%

Specialty Products segment sales decreased by $15.9 million to $1,098.4 million during 2025 as compared to 2024. The decrease in sales was driven by lower sales in the HLNG, power generation, hydrogen and other specialty end markets, partially offset by increased sales in the infrastructure, space, marine and mining end markets.

Specialty Products segment gross profit decreased by $18.8 million during 2025 as compared to 2024 largely due to lower sales as well as higher manufacturing costs including continued start up costs at the Theodore, Alabama facility.

Specialty Products segment SG&A expenses increased by $21.6 million during 2025 as compared to 2024 primarily driven by the absence of a favorable acquisition-related contingent consideration adjustment that was recorded in 2024 as well as increased marketing and service related costs.

Specialty Products segment operating income decreased by $39.4 million during 2025 as compared to 2024 driven by lower gross profit and higher SG&A expenses. This improvement also led to a decrease in operating margin from 15.5% in 2024 to 12.2% in 2025.

Repair, Service & Leasing—Results of Operations for the Years Ended December 31, 2025 and 2024

Year Ended December 31,

2025 vs. 2024

2025

2024

Variance

($)

Variance

(%)

Sales

$

1,303.7 

$

1,372.7 

$

(69.0)

(5.0)

%

Gross Profit

577.3 

645.2 

(67.9)

(10.5)

%

Gross Profit Margin

44.3 

%

47.0 

%

SG&A Expenses

$

161.6 

$

150.0 

$

11.6 

7.7 

%

SG&A Expenses (% of Sales)

12.4 

%

10.9 

%

Operating Income

$

269.2 

$

350.5 

$

(81.3)

(23.2)

%

Operating Margin

20.6 

%

25.5 

%

Repair, Service & Leasing segment sales decreased by $69.0 million to $1,303.7 million during 2025 as compared to 2024. This decrease was primarily due to record field service work in 2024 that did not repeat in 2025, a large 2024 aftermarket equipment order that did not repeat in 2025 and lower leasing sales in 2025.

Repair, Service & Leasing segment gross profit decreased by $67.9 million to $577.3 million during 2025 as compared to 2024, and gross profit margin decreased by 270 basis points to 44.3%. The decrease in gross profit and gross profit margin was mainly driven by record field service work that occurred in 2024 that commanded higher margins which did not repeat in 2025 as well as higher margins generated on the non-repeating large aftermarket equipment sale in 2024.

Repair, Service & Leasing segment SG&A expenses increased by $11.6 million during 2025 as compared to 2024, while SG&A expenses as a percentage of sales increased by 150 basis points. The increase in SG&A expenses was driven by allowances for credit losses offset by lower IT services, maintenance costs as well as lower travel & entertainment costs.

32

Repair, Service & Leasing segment operating income decreased by $81.3 million or 23.2% due to lower gross profit and higher SG&A expenses resulting in an operating margin of 20.6% in 2025 versus 25.5% in 2024.

Corporate

Corporate SG&A expenses increased by $26.8 million during 2025 as compared to 2024 mainly due to costs associated with the terminated merger with Flowserve and the proposed merger with Baker Hughes. Costs related to these transactions, included in SG&A expenses, totaled $22.8 million during the year ended December 31, 2025.

In accordance with the Termination Agreement, we recorded $266.0 million to termination fee expense within our consolidated statement of income for the year ended December 31, 2025.

Orders and Backlog

We consider orders to be those for which we have received a firm signed purchase order or other written contractual commitment from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments from customers for which work has not been performed, or is partially completed, that we have not recognized as revenue and excludes unexercised contract options and potential orders. Our backlog as of December 31, 2025, and 2024 was $5,886.2 million and $4,845.1 million, respectively.

The tables below represent orders received and backlog by segment for the periods indicated (dollar amounts in millions):

Year Ended December 31,

2025

2024

Orders

Cryo Tank Solutions

$

587.8 

$

582.9 

Heat Transfer Systems

1,461.4 

1,467.7 

Specialty Products

2,080.9 

1,562.0 

Repair, Service & Leasing

1,547.7 

1,393.3 

Intersegment eliminations

— 

0.9 

Consolidated

$

5,677.8 

$

5,006.8 

As of December 31,

2025

2024

Backlog

Cryo Tank Solutions

$

248.0 

$

290.3 

Heat Transfer Systems

2,141.1 

2,097.4 

Specialty Products

2,677.4 

1,888.1 

Repair, Service & Leasing

819.7 

577.1 

Intersegment eliminations

— 

(7.8)

Consolidated

$

5,886.2 

$

4,845.1 

Orders and Backlog for the Year Ended and As of December 31, 2025 Compared to the Year Ended and As of December 31, 2024

Cryo Tank Solutions segment orders for 2025 were $587.8 million, as compared to $582.9 million for 2024, an increase of $4.9 million. The increase in orders is primarily attributed to higher industrial gas orders in the United States. Cryo Tank Solutions segment backlog totaled $248.0 million as of December 31, 2025, compared to $290.3 million as of December 31, 2024, a decrease of $42.3 million.

Heat Transfer Systems segment orders for 2025 were $1,461.4 million compared to $1,467.7 million for 2024, a decrease of $6.3 million. The decrease in orders is primarily due to lower orders in traditional energy that were largely offset by increased orders for data centers. Heat Transfer Systems segment backlog totaled $2,141.1 million as of December 31, 2025 compared to $2,097.4 million as of December 31, 2024, an increase of $43.7 million.

Specialty Products segment orders for 2025 were $2,080.9 million compared to $1,562.0 million for 2024, an increase of $518.9 million. The increase in orders was driven by increased orders in carbon capture, nuclear, HLNG, marine, space,

33

mining, water treatment and chemicals. Specialty Products segment backlog totaled $2,677.4 million as of December 31, 2025, compared to $1,888.1 million as of December 31, 2024, an increase of $789.3 million.

Repair, Service & Leasing segment orders for 2025 were $1,547.7 million compared to $1,393.3 million in 2024, an increase of $154.4 million. The increase was driven by increased orders in retrofit, spares and servicing offset by lower leasing orders. Repair, Service & Leasing segment backlog totaled $819.7 million as of December 31, 2025, compared to $577.1 million as of December 31, 2024, an increase of $242.6 million.

Liquidity and Capital Resources

Our debt instruments and related covenants are described in Note 9, “Debt and Credit Arrangements,” of our consolidated financial statements included under Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.

Instruments related to shareholders’ equity are described Note 10, “Shareholders’ Equity” of our consolidated financial statements included under Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.

Sources and Uses of Cash

Our cash and cash equivalents totaled $366.0 million as of December 31, 2025, which represents an increase of $57.4 million from the balance at December 31, 2024. Our foreign subsidiaries held cash of $298.8 million and $281.6 million at December 31, 2025 and 2024, respectively. No material restrictions exist to accessing cash held by our foreign subsidiaries. Cash equivalents are primarily invested in money market funds that invest in high quality, short-term instruments, such as U.S. government obligations, certificates of deposit, repurchase obligations, and commercial paper issued by corporations that have been highly rated by at least one nationally recognized rating organization, and in the case of cash equivalents in China, obligations of local banks. We believe that our existing cash and cash equivalents, funds available under our senior secured revolving credit facility due April 2029 or other financing alternatives, and cash provided by operations will be sufficient to meet our normal working capital needs, capital expenditures, debt repayments and investments for the foreseeable future.

Years Ended December 31, 2025 and 2024

Cash provided by operating activities during 2025 was $292.7 million, a decrease of $210.3 million from 2024. The decrease was primarily attributed from the cash flow impacts due to changes in assets and liabilities, primarily driven by the timing of progress billings and vendor payments.

Cash used in investing activities during 2025 and 2024 was $93.6 million and $141.3 million, respectively. During 2025 we used $89.9 million for capital expenditures and $1.4 million for investments, primarily Hy24. During 2024 we used $120.8 million for capital expenditures, and $13.1 million for investments, primarily Hy24.

Cash used in financing activities during 2025 was $155.0 million compared to cash used in financing activities of $243.7 million during 2024. During the year ended December 31, 2025, we borrowed $3,330.4 million and repaid $3,267.8 million on our revolving credit facility, repaid $175.0 million in term loan, and paid $27.2 million of dividends on our mandatory convertible preferred stock. In 2024, we borrowed $3,735.1 million and repaid $3,627.2 million on our revolving credit facility, we paid $258.7 million in cash to settle the outstanding principal amount of the convertible notes due November 2024 and repaid $50.0 million in term loans due March 2030. We additionally paid $27.2 million of dividends on our mandatory convertible preferred stock.

Cash Requirements

We do not currently anticipate any unusual cash requirements for working capital needs for the year ending December 31, 2026 relating to our existing business. Management anticipates we will be able to satisfy cash requirements for our ongoing business for the foreseeable future with cash generated by operations, existing cash balances and available borrowings under our credit facilities. We expect capital expenditures for 2026 to be approximately $120.0 million.

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Contractual Obligations

Our material cash requirements from known contractual obligations include those related to debt and leases, refer to Note 9, “Debt and Credit Arrangements” and Note 17, “Leases”, respectively, within Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K for payments due by period. We also have contractual coupon interest related to our 7.500% senior secured notes due 2030 and 9.500% senior unsecured notes due 2031, which, as of December 31, 2025 totals $157.7 million for the next twelve months and $600.5 million thereafter. Purchase obligations arising from purchases of inventory and services are entered into with vendors in the normal course of business and are within our expected requirements for resource planning. We occasionally enter into firm purchase commitments to procure raw materials such as stainless steel, carbon steel and aluminum. As of December 31, 2025, firm purchase commitments were not material.

We have a co-investment agreement with certain affiliates of MSD Partners, L.P., (collectively, “BDT&MSD”) which gives BDT&MSD the right, but not the obligation, to require Chart to acquire all (and not less than all) of the shares of HTEC common stock acquired as part of BDT&MSD’s investment (the “Put Option”). Based on the put option triggers in the co-investment agreement, BDT&MSD shall have the right to exercise its Put Option under certain circumstances, however, we do not expect any balance sheet or cash impact with respect to such option prior to 2028. Further information is located in Note 5, “Investments” within Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.

We have a 33.8 million euro investment commitment for the Clean H2 Infra Fund as mentioned in Note 5, “Investments” within Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K. Funding is required when the fund manager issues a capital call, which shall not exceed 30% of our capital commitment in any rolling 12-month period. We also have contingent consideration arrangements from prior acquisitions with a potential payout range of zero to $12.5 million.

Our commercial commitments as of December 31, 2025, which include standby letters of credit and bank guarantees, represent potential cash requirements resulting from contingent events that require performance by us or our subsidiaries pursuant to funding commitments, and are as follows (dollar amounts in millions):

Total

Expiring in 2026

Expiring in 2027 and beyond

Standby letters of credit

$

259.1 

$

165.2 

$

93.9 

Bank guarantees

218.6 

161.9 

56.7 

Total commercial commitments

$

477.7 

$

327.1 

$

150.6 

Contingencies

We are subject to federal, state, local, and foreign environmental laws and regulations concerning, among other matters, waste water effluents, air emissions, and handling and disposal of hazardous materials, such as cleaning fluids. We are involved with environmental compliance, investigation, monitoring, and remediation activities at certain of our owned and formerly owned manufacturing facilities, and, except for these continuing remediation efforts, believe we are currently in substantial compliance with all known environmental regulations. Management believes that any additional liability in excess of amounts accrued, which may result from the resolution of such matters, should not have a material adverse effect on our financial position, liquidity, cash flows or results of operations.

We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters, several of which claims assert substantial damages, in the ordinary course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, we believe the resolution of these legal claims will not have a material adverse effect on our financial position, liquidity, cash flows or results of operations. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. See Item 1A. “Risk Factors” and Item 3, “Legal Proceedings” for further information.

Foreign Operations

Our foreign operations accounted for 57.8% of 2025 consolidated sales and 52.3% of total property, plant and equipment at December 31, 2025. Functional currencies used by these operations include the Chinese yuan, the euro, the British pound, the South African rand, the Indian rupee, and the Canadian dollar. We are exposed to foreign currency exchange risk as a result of transactions by these subsidiaries in currencies other than their functional currencies, and from transactions by our domestic operations in currencies other than the U.S. dollar. The majority of these functional currencies and the other currencies in which we record transactions are fairly stable, although we experienced variability in the current year as more fully discussed in Item 7A. The use of these currencies, combined with the use of foreign currency forward purchase and sale contracts, has

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enabled us to be sheltered from significant gains or losses resulting from foreign currency transactions. This situation could change if these currencies experience significant fluctuations or the volume of forward contracts changes.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. There were no material changes to estimates or methodologies used to develop those estimates in 2025. Management believes the following are the more critical judgmental areas in the application of its accounting policies that affect its financial position and results of operations.

Goodwill and Indefinite-Lived Intangible Assets: We evaluate goodwill and indefinite-lived intangible assets for impairment on an annual basis, as of October 1 or whenever events or changes in circumstances indicate that an evaluation should be completed. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, a decline in stock price and market capitalization, adverse changes in the markets in which we operate, and a trend of negative or declining cash flows over multiple periods. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill.

We have elected to bypass the qualitative Step 0 Test and proceed directly to the first step (“Step 1”) of the goodwill impairment test. Under the first step, we estimate the fair value of our reporting units by considering income and market approaches to develop fair value estimates, which are weighted to arrive at a fair value estimate for each reporting unit. With respect to the income approach, a model has been developed to estimate the fair value of each reporting unit. This fair value model incorporates estimates of future cash flows, estimates of allocations of certain assets and cash flows among reporting units, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. With respect to the market approach, a guideline company method is employed whereby pricing multiples are derived from companies with similar assets or businesses to estimate fair value of each reporting unit. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, then goodwill is not impaired, and no further testing is required. However, if the fair value of the reporting unit is less than its carrying amount, the impairment charge is based on the excess of a reporting unit’s carrying amount over its fair value (i.e., we would measure the charge based on the result from Step 1). The assumptions and judgment used by management to estimate future cash flows, allocation of assets and cash flows among reporting units, estimates of future growth rates and selection of discount rates are subject to change due to the economic environment, including such factors as interest rates, expected market returns and volatility of markets served. Changes to the assumptions and estimates used throughout the steps described above may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill and result in future impairment charges.

In order to assess the reasonableness of the calculated fair values of our reporting units, we also compare the sum of the reporting units’ fair values to our market capitalization and calculate an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). We evaluate the control premium by comparing it to control premiums of recent comparable transactions. If the implied control premium is not reasonable in light of this assessment, we reevaluate our fair value estimates of the reporting units by adjusting the discount rates and other assumptions as necessary.

As of October 1, 2025, 2024 and 2023 (“annual reporting unit assessment dates”) we elected to bypass the Step 0 test and based on our Step 1 test, we determined that the fair value of each of our reporting units was greater than its respective carrying value at each annual reporting unit assessment date. We continue to monitor for any potential indicators of impairment.

With respect to indefinite-lived intangible assets, we estimate the fair value of our indefinite-lived assets using the income approach. This may include the relief from royalty method or use of a model similar to the one described above related to goodwill which estimates the future cash flows attributed to the indefinite-lived intangible asset and then discounting these cash flows back to a present value. Under the relief from royalty method, fair value is estimated by discounting the royalty savings, as well as any tax benefits related to ownership to a present value. The fair value from either approach is compared to the carrying value and an impairment is recorded if the fair value is determined to be less than the carrying value. Management’s estimates regarding future cash flows, selection of discount rates and estimated tax benefits are subject to change due to various economic factors and changes to the assumptions and estimates used throughout the steps described above and may result in a significantly different estimate of the fair value of indefinite-lived intangible assets which could result in a different assessment of the recoverability of these assets and result in future impairment charges.

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As of October 1, 2025, 2024 and 2023, we elected to bypass the Step 0 test and based on our Step 1 test, we determined that the fair value of each of our indefinite-lived intangible assets was greater than its respective carrying value. We continue to monitor for any potential indicators of impairment.

Revenue Recognition: Revenue is recognized when (or as) we satisfy performance obligations by transferring a promised good or service, an asset, to a customer. An asset is transferred to a customer when, or as, the customer obtains control over that asset.

In certain contracts, we are engaged to engineer and build highly-customized products and systems. In these circumstances, we produce an asset with no alternative use and have a right to payment for performance completed to date. For these contracts, revenue is recognized as we satisfy the performance obligations by an allocation of the transaction price to the accounting period computed using input methods such as costs incurred. Selecting the method used to measure progress towards completion for our contracts requires judgment and is based on the nature of the products to be provided. Accounting for contracts using the costs incurred input method requires management judgment relative to assessing risks and their impact on the estimates of revenue and costs. Certain factors can impact these estimates including, but not limited to, schedule delays, labor productivity, the complexity of work performed and the cost and availability of materials. Revisions to estimated cost to complete a project that result from inefficiencies in our performance that were not expected in the pricing of the contract are expensed in the period in which these inefficiencies become known. Contract modifications can change a contract’s scope, price, or both. Approved contract modifications are accounted for as either a separate contract or as part of the existing contract depending on the nature of the modification which is subject to management’s judgment.

Income Taxes: The Company and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial reporting and the consolidated tax return in accordance with the liability method. A valuation allowance is provided against net deferred tax assets when conditions indicate that it is more likely than not that the benefit related to such assets will not be realized. In the event that we change our determination as to the amount of deferred tax assets that can be realized, the valuation allowance will be adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made. Management must make assumptions, judgments and estimates to determine our deferred tax assets and liabilities, current provision for income taxes and valuation allowances. In making such assumptions we consider all available evidence including past operating results, estimates of future taxable income and the feasibility of tax planning strategies.

Recent Accounting Standards

For disclosures regarding recent accounting standards, refer to Note 2, “Significant Accounting Policies,” of our consolidated financial statements included under Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.

Forward-Looking Statements

We are making this statement in order to satisfy the “safe harbor” provisions contained in the Private Securities Litigation Reform Act of 1995. This Annual Report includes “forward-looking statements.” These forward-looking statements include statements relating to our business, including statements regarding completed acquisitions and investments and related accretion or statements with respect to the use of proceeds or redeployment of capital from recent divestitures, as well statements regarding sales outlooks, revenues, cost and commercial synergies and efficiency savings, objectives, future orders, margins, segment sales mix, earnings or performance, liquidity and cash flow, repayment or settlement of maturing debt, inventory levels, capital expenditures, supply chain challenges, inflationary pressures including materials costs and pricing increases, business trends, clean energy market opportunities including addressable market and projected industry-wide investments, carbon and GHG emission targets, governmental initiatives, including changes in governmental policies, executive orders and other information that is not historical in nature. In some cases, forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “intends,” “plans,” “outlook,” “guidance,” “target,” “continue” or the negative of such terms or comparable terminology. Forward-looking statements contained herein (including future cash contractual obligations, liquidity, debt repayment, cash flow, orders, results of operations, projected revenues, margins, capital expenditures, industry and business, trends, clean energy and other new market or expansion opportunities, cost and commercial synergies and savings objectives, and government initiatives among other matters) or in other statements made by us are made based on management’s expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by forward-looking statements.

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Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the potential merger transaction, including the expected time period to consummate the potential merger transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Chart and Baker Hughes, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to: the risk that regulatory approvals are not obtained or are obtained subject to conditions, limitations or restrictions that are not anticipated by Chart; potential delays in consummating the proposed merger transaction, 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 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 proposed merger transaction on the parties’ business relationships and business generally; risks that the proposed merger transaction disrupts current plans and operations of Chart or Baker Hughes and potential difficulties in employee retention as a result of the proposed merger transaction, as well as the risk of disruption of management and ongoing business operations during the pendency of, the proposed merger transaction; uncertainties as to whether the proposed merger transaction will be consummated on the anticipated timing or at all; changes in commodity prices; negative effects of this announcement, and the pendency or completion of the proposed merger transaction on the market price of Chart’s common stock and/or operating results; rating agency actions and the ability to access short- and long-term debt markets on a timely and affordable basis; various events that could disrupt operations, including severe weather, cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; labor disputes; changes in labor costs and labor difficulties; the effects of industry, market, economic, political or regulatory conditions outside of Chart’s or Baker Hughes’ control; the possibility that Baker Hughes may not be able to obtain sufficient financing or otherwise have sufficient financial resources to pay the merger consideration on a timely basis or otherwise; legislative, regulatory and economic developments targeting public companies in the industrial sector; global supply chain disruptions and the current inflationary environment; the substantial dependence of Chart’s sales on the success of the energy, chemical, power generation and general industries; economic, political and other risks associated with the international operations of Chart; slower than anticipated growth and market acceptance of new clean energy product offerings; risks related to regional conflicts and unrest, including the recent turmoil in the Middle East and the conflict between Russia and Ukraine including potential energy shortages in Europe and elsewhere; potential adverse effects resulting from U.S. governmental trade policies, including the implementation of tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; and the risks described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The risk factors discussed in Item 1A. “Risk Factors” and the factors discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” among others, could affect our future performance and liquidity and value of our securities and could cause our actual results to differ materially from those expressed or implied by forward-looking statements made by us or on our behalf. These factors should not be construed as exhaustive and there may also be other risks that we are unable to predict at this time. All forward-looking statements included in this Annual Report are expressly qualified in their entirety by these cautionary statements.

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Annual Report and are expressly qualified in their entirety by the cautionary statements included in this Annual Report. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the filing date of this document or to reflect the occurrence of unanticipated events, except as otherwise required by law.