CHART INDUSTRIES INC

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 liquefied natural gas (“LNG”), hydrogen, biogas and CO2 capture among other applications. With 62 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe and South America, the Company sells its products and services to more than 10,000 customers worldwide.

The Company believes it can compete effectively around the world and that it is a leading competitor in the industries it serves. Competition is based primarily on performance and the ability to provide the design, engineering, and manufacturing capabilities required in a timely and cost-efficient manner. Although the Company believes it ranks among the leaders in each of the markets it serves and because its equipment is specialized and independent third-party prepared market share data is not available, it is difficult to know for certain its exact position in its markets. Sales to the Company’s top ten customers accounted for 27% ¹, 26% ², and 25% ³ of consolidated sales in 2025, 2024 and 2023, respectively.

The Company generates revenue through four reportable segments: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products, and Repair, Service & Leasing. The Company goes to market through One Chart global commercial, engineering, products, operations, and aftermarket organizations. Revenue is recognized when (or as) the Company satisfies performance obligations by transferring a promised good or service, an asset, to a customer. In certain contracts, the Company is engaged to engineer and build highly-customized products and systems, and for these contracts, revenue is recognized as the Company satisfies the performance obligations by an allocation of the transaction price to the accounting period computed using input methods such as costs incurred.

The Cryo Tank Solutions segment (14.6% ⁴ of consolidated sales for the year ended December 31, 2025) supplies bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and certain hydrocarbons. The Heat Transfer Systems segment (29.0% ⁵ of consolidated sales for the year ended December 31, 2025) supplies mission critical engineered equipment and systems used in the recovery, separation, liquefaction, and purification of hydrocarbons, LNG and industrial gases that span gas-to-liquid applications. The Specialty Products segment (25.8% ⁶ of consolidated sales for the year ended December 31, 2025) supplies products used in specialty end-market applications including engineered liquefaction, storage and compression equipment for hydrogen and helium, LNG for over-the-highway vehicles, biofuels, carbon capture, food and beverage, aerospace, nuclear, marine, metals and mining, lasers, gas by rail, energy recovery, infrastructure and water treatment end markets. The Repair, Service & Leasing segment (30.6% ⁷ of consolidated sales for the year ended December 31, 2025) provides installation, retrofitting and refurbishment, services and repairs, preventative and contractual maintenance, and digital solutions globally in addition to providing targeted equipment leasing solutions.

On March 17, 2023, the Company completed the acquisition of Howden from affiliates of KPS Capital Partners (the “Howden Acquisition”). The acquisition purchase price was $4.4 billion ⁸, which was financed with proceeds from borrowings under its senior secured revolving credit facility and term loans due March 2030, common and preferred stock issuances and a private offering of secured notes and unsecured notes. On June 3, 2025, Chart entered into an Agreement and Plan of Merger with Flowserve Corporation, which was mutually terminated on July 28, 2025. In connection with the termination, Chart agreed to pay Flowserve a termination payment of $266 million ⁹, consisting of the $250 million ¹⁰ termination fee provided for under the Flowserve Merger Agreement and an additional $16 million ¹¹ in expense reimbursement. On July 28, 2025, Chart entered into an Agreement and Plan of Merger with Baker Hughes Company, and on October 6, 2025, Chart’s stockholders approved and adopted the Merger Agreement. As of December 31, 2025, the Company had 11,777 ¹² employees, including 3,749 ¹³ domestic employees and 8,028 ¹⁴ international employees.

Consolidated sales were $4,264.0 million ¹⁵ in the year ended December 31, 2025 compared to $4,160.3 million ¹⁶ in the year ended December 31, 2024. Consolidated gross profit margin for the year ended December 31, 2025 of 33.7% ¹⁷ increased from 33.4% ¹⁸ for the year ended December 31, 2024. Operating margin for the year ended December 31, 2025 of 8.4% ¹⁹ decreased from 15.6% ²⁰ 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. Net income attributable to Chart Industries, Inc. from continuing operations was $42.3 million ²¹ and $222.0 million ²² for 2025 and 2024, respectively.

The Company’s growth is driven by its focus on the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials. Demand for many of the Company’s specialty applications is driven by an increasing focus on energy security, energy access, and energy/grid stability in addition to customer demand and government support for decarbonization. Additionally, clean water scarcity, increasing demand for energy from applications such as artificial intelligence and data centers, population growth, and aging infrastructure, all drive demand for the Company’s specialty applications. The Company’s proprietary IPSMR® (Integrated Pre-cooled Single Mixed Refrigerant) and IPSMR+® liquefaction process technology offers lower capital expenditure requirements than competing processes measured on a per ton of LNG produced basis, along with very competitive operating costs.

The Company’s growth is also driven by its substantial existing and growing install base, exceptional reputation for high-quality service, breadth of services offered and expanded geographic footprint. The Repair, Service & Leasing segment is benefiting from new long-term agreements being executed that incorporate parts, repair and aftermarket service components not included in prior agreements. The Company’s Ventsim™ DESIGN software is used and trusted by over 2,500 ²³ mines, universities, consultants, government and research organizations.The Company expects capital expenditures for 2026 to be approximately $120.0 million ²⁴. The Company does not currently anticipate any unusual cash requirements for working capital needs for the year ending December 31, 2026 relating to its existing business.

The Company does not currently intend to pay any cash dividends on its common stock, and instead intends to retain earnings, if any, for debt reduction, organic capital expenditures for productivity and capacity and, in line with its financial policy of no material cash acquisitions until it is below 2.5 times net leverage, potential acquisitions. The amounts available to pay future cash dividends may be restricted by the 2026 Credit Facilities to the extent the pro forma leverage ratio exceeds certain targets.

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 the Company’s 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 the Company’s 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.

The Company’s business could be impacted by changes to the trade policies of the United States and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof, the Company’s industry and the global demand for its products. The Company’s international operations and sales also expose it to different local political and business risks and challenges, including unstable political conditions or civil unrest, which could negatively impact order levels and sales in a region or the ability to collect receivables from customers or operate or execute projects in a region.

The markets the Company serves are subject to cyclical demand and vulnerable to economic downturn, which could harm its business and make it difficult to project long-term performance. Sales to the Company’s top ten customers accounted for 27% ²⁵ of consolidated sales in 2025, and the loss of, or significant reduction or delay in, purchases by these largest customers could reduce sales and profitability. The Company carries goodwill and indefinite-lived intangible assets of $3,724.0 million ²⁶, which represented 38.0% ²⁷ of total assets as of December 31, 2025, and these are subject to impairment testing which could result in significant non-cash charges. The Company’s leverage and future debt service obligations could adversely affect its business, financial condition, and results of operations, as total indebtedness was $3,656.0 million ²⁸ as of December 31, 2025. The proposed Merger with Baker Hughes is subject to the satisfaction of certain closing conditions, including government consents and approvals, some or all of which may not be satisfied or completed by the closing, and the Company is subject to various uncertainties and restrictions on the conduct of its business while the Merger is pending, which could have a material adverse effect on its business, results of operations and financial condition.

Management’s discussion emphasizes the Company’s position as 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™. Key themes include strong order activity contributing to an ending total backlog of $5,886.2 million ²⁹ as of December 31, 2025 compared to $4,845.1 million ³⁰ as of December 31, 2024, and consolidated orders of $5,677.8 million ³¹ for the year ended December 31, 2025 compared to $5,006.8 million ³² for the year ended December 31, 2024. Management highlights the terminated merger agreement with Flowserve and the subsequent merger agreement with Baker Hughes, noting that with regulatory reviews still underway in certain jurisdictions, the Company presently expects closing in the second quarter of 2026. Strategic priorities emphasized include the continued execution of the Company’s backlog in LNG projects as well as data centers and traditional energy, and the focus on the Nexus of Clean™.