UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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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
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| Item 8.01 | Other Events |
As previously disclosed, on December 15, 2025 (the “Mandatory Conversion Date”), each outstanding depositary share (NYSE: GTLS.PRB) (each, a “Depositary Share”) of Chart Industries, Inc. (the “Company”), representing a 1/20th interest in a share of the Company’s 6.75% Series B Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), will automatically convert into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
Under the applicable certificate of designations (the “Certificate of Designations”), unless earlier converted in accordance with its terms, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert on the Mandatory Conversion Date into a number of shares of Common Stock at the “Mandatory Conversion Rate”, which is based on the arithmetic average of the daily volume-weighted average price of the Common Stock over the 20 consecutive trading day period ending on, and including, December 11, 2025 (the “Final Averaging Period”). Following completion of the Final Averaging Period, the Company determined, in accordance with the Certificate of Designations, that each share of Mandatory Convertible Preferred Stock outstanding on the Mandatory Conversion Date will automatically convert into 7.0520 shares of Common Stock (and, correspondingly, each Depositary Share outstanding on the Mandatory Conversion Date will automatically convert into 0.3526 shares of Common Stock).
The automatic conversion of the Depositary Shares on the Mandatory Conversion Date will occur without any action on the part of holders of Depositary Shares. Holders of Depositary Shares as of the close of business on the Mandatory Conversion Date will be entitled to receive the shares of Common Stock issuable upon conversion of such Depositary Shares.
No fractional shares of Common Stock will be issued in connection with the conversion. Any resulting fractional share will be settled in cash in an amount determined in accordance with the Certificate of Designations.
Trading in the Depositary Shares on the New York Stock Exchange (“NYSE”) is expected to be suspended prior to the opening of trading on the Mandatory Conversion Date, and the Depositary Shares are expected to subsequently be delisted.
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/ Jillian C. Evanko | |
| Name: | Jillian C. Evanko | |
| Title: | President and Chief Executive Officer | |
Date: December 11, 2025