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What changed in CHART INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CHART INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+261 added−242 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in CHART INDUSTRIES INC's 2025 10-K

261 paragraphs added · 242 removed · 168 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWith operations in the United States, Latin America, Europe and Asia, our Cryo Tank Solutions segment serves customers globally. Industrial Gas Applications We design and manufacture bulk and packaged gas cryogenic solutions for the storage, distribution, vaporization, and application of industrial gases.
Biggest changeCryo Tank Solutions Cryo Tank Solutions (14.6% of consolidated sales for the year ended December 31, 2025) designs and manufactures and supplies bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and certain hydrocarbons. With operations in the United States, Latin America, Europe and Asia, our Cryo Tank Solutions segment serves customers globally.
Our engineering, technical, and commercial employees actively assist customers in specifying their needs and in determining appropriate products to meet those needs. Portions of our engineering expenditures typically are charged to customers, either as separate items or as components of product cost.
Our engineering, technical, and commercial employees actively assist customers in specifying their needs and in determining appropriate products to meet those needs. Portions of our engineering expenditures are typically charged to customers, either as separate items or as components of product cost.
For information concerning competition within a specific segment of our business, see the descriptions provided under segment captions in this Annual Report on Form 10-K. 6 Marketing We market our products and services in each of our segments throughout the world primarily through direct sales personnel and independent sales representatives as well as distributors.
For information concerning competition within a specific segment of our business, see the descriptions provided under segment captions in this Annual Report on Form 10-K. Marketing We market our products and services in each of our segments throughout the world primarily through direct sales personnel and independent sales representatives as well as distributors.
We refer to our LNG distribution products as a “Virtual Pipeline,” as the traditional natural gas pipeline is replaced with cryogenic distribution to deliver the gas to the end-user. We supply cryogenic trailers, ISO containers, bulk storage tanks, loading facilities, and regasification equipment specially configured for delivering LNG into Virtual Pipeline applications.
We refer to our LNG distribution products as a “Virtual Pipeline,” as the traditional natural gas pipeline is replaced with cryogenic distribution to deliver the gas to the end-user. We supply cryogenic trailers, ISO containers, bulk storage tanks, loading facilities, and regasification 4 equipment specially configured for delivering LNG into Virtual Pipeline applications.
Refining demand continues to be driven by United States shale production, benefiting from low cost shale oil, natural gas liquids and gas resulting in high utilization and increased investment. Our air cooled heat exchangers are used in each phase of the refining process to condense and cool gases and fluids.
Refining demand continues to be driven by United States shale production, benefiting from low cost shale oil, natural gas liquids and gas resulting in high 5 utilization and increased investment. Our air cooled heat exchangers are used in each phase of the refining process to condense and cool gases and fluids.
Customers for our natural gas processing applications include large companies in the hydrocarbon processing industry, as well as engineering, procurement and construction (“EPC”) contractors. 4 Demand for these applications is primarily driven by the growth in the natural gas liquids (or “NGLs”) separation and other natural gas segments of the hydrocarbon processing industries, including LNG.
Customers for our natural gas processing applications include large companies in the hydrocarbon processing industry, as well as engineering, procurement and construction (“EPC”) contractors. Demand for these applications is primarily driven by the growth in the natural gas liquids (or “NGLs”) separation and other natural gas segments of the hydrocarbon processing industries, including LNG.
Therefore, investing, developing, and maintaining human capital is critical to our success. Chart prioritizes several measures and objectives in managing its human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee engagement, development, 7 and training, diversity and inclusion, and compensation and pay equity.
Therefore, investing, developing, and maintaining human capital is critical to our success. Chart prioritizes several measures and objectives in managing its human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee engagement, development, and training, diversity and inclusion, and compensation and pay equity.
Intellectual Property Although we have a number of patents, trademarks, and licenses related to our business, no one of them or related group of them is considered by us to be of such importance that its expiration or termination would have a material adverse effect on our business.
Intellectual Property Although we have a number of patents, trademarks, and licenses related to our business, no one of them or related group of them is considered by us to be of such importance that its expiration or termination would have a material adverse effect on 7 our business.
It is our goal to provide each employee a challenging and rewarding experience that allows for personal and professional development. We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion and transfer from within the organization.
It is our goal to provide each employee a challenging and rewarding experience that allows for personal and professional development. We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion and transfer from within 8 the organization.
Ventsim™ DESIGN is a complete integrated mine and tunnel ventilation software package for the design and testing of ventilation circuits including airflow, pressure, heat, gases, power, radon, fire and many other types of ventilation information.
Ventsim™ DESIGN is a complete integrated mine and tunnel 6 ventilation software package for the design and testing of ventilation circuits including airflow, pressure, heat, gases, power, radon, fire and many other types of ventilation information.
With 64 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities. Our primary customers are large, multinational producers and distributors of hydrocarbon, hydrogen and industrial gases and their end-users.
With 62 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities. Our primary customers are large, multinational producers and distributors of hydrocarbon, hydrogen and industrial gases and their end-users.
In 2024, we did not experience any significant employee-generated work stoppages or disruptions. Our key human capital measures include employee safety, turnover, absenteeism, recruitment and productivity. We frequently benchmark our compensation practices and benefits programs against those of comparable industries and in the geographic areas where our facilities are located.
In 2025, we did not experience any significant employee-generated work stoppages or disruptions. Our key human capital measures include employee safety, turnover, absenteeism, recruitment and productivity. We frequently benchmark our compensation practices and benefits programs against those of comparable industries and in the geographic areas where our facilities are located.
Commodity components of our raw material (aluminum, stainless steel and carbon steel) could be subject to tariffs or experience additional levels of volatility during 2025 and may have a relational impact on raw material pricing. Subject to certain short-term risks related to our suppliers as discussed under Item 1A.
Commodity components of our raw material (aluminum, stainless steel and carbon steel) could be subject to tariffs or experience additional levels of volatility during 2026 and may have a relational impact on raw material pricing. Subject to certain short-term risks related to our suppliers as discussed under Item 1A.
Specialty Products Specialty Products (26.8% of consolidated sales for the year ended December 31, 2024) supplies highly-engineered equipment and process technologies used in specialty end-market applications for hydrogen and helium, LNG, biofuels, carbon capture, food and beverage, metals and mining, aerospace, space exploration, lasers, and water treatment, among others. Leveraging our global manufacturing presence, Specialty Products serves customers globally.
Specialty Products Specialty Products (25.8% of consolidated sales for the year ended December 31, 2025) supplies highly-engineered equipment and process technologies used in specialty end-market applications for hydrogen and helium, LNG, biofuels, carbon capture, food and beverage, metals and mining, aerospace, space exploration, lasers, and water treatment, among others. Leveraging our global manufacturing presence, Specialty Products serves customers globally.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Customers We sell our products primarily to gas producers, distributors, and end-users across energy, industrial, power, HVAC and refining applications in countries throughout the world. Sales to our top ten customers accounted for 26% , 25%, and 38% of consolidated sales in 2024, 2023 and 2022, respectively.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Customers We sell our products primarily to gas producers, distributors, and end-users across energy, industrial, power, HVAC and refining applications in countries throughout the world. Sales to our top ten customers accounted for 27%, 26%, and 25% of consolidated sales in 2025, 2024 and 2023, respectively.
We are not anticipating any material capital expenditures in 2025 relating to our existing business that are directly related to regulatory compliance matters.
We are not anticipating any material capital expenditures in 2026 relating to our existing business that are directly related to regulatory compliance matters.
For the years ended December 31, 2024, 2023 and 2022, we generated sales of $4.2 billion, $3.4 billion, and $1.6 billion, respectively. On March 17, 2023, we completed the acquisition of Howden from affiliates of KPS Capital Partners (the “Howden Acquisition”).
For the years ended December 31, 2025, 2024 and 2023, we generated sales of $4.3 billion, $4.2 billion, and $3.4 billion, respectively. On March 17, 2023, we completed the acquisition of Howden from affiliates of KPS Capital Partners (the “Howden Acquisition”).
We are party to one collective bargaining agreement with the International Association of Machinists and Aerospace Workers (“IAM”) covering 387 employees at our La Crosse, Wisconsin heat exchanger facility. Effective February 7, 2021, we entered into a five-year agreement with the IAM which expires on February 6, 2026.
We are party to one collective bargaining agreement with the International Association of Machinists and Aerospace Workers (“IAM”) covering 385 employees at our La Crosse, Wisconsin heat exchanger facility. Effective February 7, 2026, we entered into a three-year agreement with the IAM which expires on February 6, 2029.
Heat Transfer Systems Heat Transfer Systems (24.9% of consolidated sales for the year ended December 31, 2024) facilitates natural gas, petrochemical processing, petroleum refining, power generation and industrial gas companies in the production or processing of their products. With primary manufacturing capabilities in the United States and Europe, Heat Transfer Systems serves customers globally.
Heat Transfer Systems Heat Transfer Systems (29.0% of consolidated sales for the year ended December 31, 2025) facilitates natural gas, petrochemical processing, petroleum refining, power generation and industrial gas companies in the production or processing of their products. With primary manufacturing capabilities in the United States and Europe, Heat Transfer Systems serves customers globally.
“Risk Factors,” we foresee no acute shortages of any raw materials that would have a material adverse effect on our operations. Human Capital Resources As of January 31, 2025, we had 11,928 employees, including 3,938 domestic employees and 7,990 international employees.
“Risk Factors,” we foresee no acute shortages of any raw materials that would have a material adverse effect on our operations. Human Capital Resources As of December 31, 2025, we had 11,777 employees, including 3,749 domestic employees and 8,028 international employees.
Our products span the entire spectrum of industrial gas demand from small customers requiring cryogenic packaged gases to large users requiring custom engineered cryogenic storage systems in both mobile and stationary applications.
Industrial Gas Applications We design and manufacture bulk and packaged gas cryogenic solutions for the storage, distribution, vaporization, and application of industrial gases. Our products span the entire spectrum of industrial gas demand from small customers requiring cryogenic packaged gases to large users requiring custom engineered cryogenic storage systems in both mobile and stationary applications.
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 our specialty applications.
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 our specialty applications. While we have competitors in a portion of these applications, many of our specialty product markets have limited competition.
Our management is familiar with these regulations and supports an ongoing program to maintain our adherence to required standards.
Environmental Matters We monitor and review our procedures and policies for compliance with environmental laws and regulations. Our management is familiar with these regulations and supports an ongoing program to maintain our adherence to required standards.
Additionally, we have posted our Code of Ethical Business Conduct and Officer Code of Ethics on our website, which are also available free of charge to any stockholder interested in obtaining a copy. References to our website do not constitute incorporation by reference of the information contained on such website, and such information is not part of this Form 10-K.
Additionally, we have posted our Code of Ethical Business 9 Conduct and Officer Code of Ethics on our website, which are also available free of charge to any stockholder interested in obtaining a copy.
Other examples of Chart employee development programs include our Emerging Leaders program, Welding Council, Rotational Engineering program, Engineering Fellows, Key Experts program, and Operations Leaders Program, in addition to the aforementioned Global Safety Council. Chart’s Emerging Leaders accelerated development program assigns immersive, high-impact projects to high-potential employees across the organization to prepare them for advancement to executive roles.
Other examples of Chart employee development programs include our Emerging Leaders program, Welding Council, Rotational Engineering program, Engineering Fellows, Key Experts program, Operations Leaders Program, and Finance Development program, in addition to the aforementioned Global Safety Council.
While we have competitors in a portion of these applications, many of our specialty product markets have limited competition. 5 Repair, Service & Leasing Our Repair, Service & Leasing segment (33.0% of consolidated sales for the year ended December 31, 2024) provides installation, retrofitting & refurbishment, spares, service, repair and maintenance of our products globally in addition to providing equipment leasing solutions to customers globally.
Repair, Service & Leasing Our Repair, Service & Leasing segment (30.6% of consolidated sales for the year ended December 31, 2025) provides installation, retrofitting & refurbishment, spares, service, repair and maintenance of our products globally in addition to providing equipment leasing solutions to customers globally.
All reports of inappropriate behavior are promptly investigated with action taken to stop such behavior. Chart investigates alleged incidents and communicates the resolution to the person who reported it.
All reports of inappropriate behavior are promptly investigated with action taken to stop such behavior. Chart investigates alleged incidents and communicates the resolution to the person who reported it. We prohibit retaliation and threats of retaliation against anyone who reports a possible violation or misconduct in good faith and protect employees with our Whistleblower Policy.
Further information about these segments is located in Note 4, “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. 3 Cryo Tank Solutions Cryo Tank Solutions (15.3% of consolidated sales for the year ended December 31, 2024) designs and manufactures and supplies bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and certain hydrocarbons.
Further information about these segments is located in 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.
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We prohibit retaliation and threats of retaliation against anyone who reports a possible violation or misconduct in good faith and protect employees with our Whistleblower Policy. 8 Environmental Matters We monitor and review our procedures and policies for compliance with environmental laws and regulations.
Added
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”).
Added
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.
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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.
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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.
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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.
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(“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. 3 On October 6, 2025, Chart’s stockholders approved and adopted the Merger Agreement.
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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.
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See the section titled “Risk Factors - Risks Related to the Merger and Ownership of Common Stock” included under Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K for more information regarding the risks associated with the Merger.
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Chart’s Emerging Leaders accelerated development program assigns immersive, high-impact projects to high-potential employees across the organization to prepare them for advancement to executive roles.
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References to our website do not constitute incorporation by reference of the information contained on such website, and such information is not part of this Form 10-K. 10

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA significant public health crisis could cause disruptions to our operations similar to the effects of the Covid-19 pandemic. Covid-19 affected our business primarily due to the impact on the global economy, including its effects on transportation networks, raw material availability, production efforts and customer demand for our products.
Biggest changeCovid-19 affected our business primarily due to the impact on the global economy, including its effects on transportation networks, raw material availability, production efforts and customer demand for our products. Our ability to predict and respond to future changes resulting from a potential health crisis is uncertain.
Factors that could indicate that our goodwill or indefinite-lived intangible assets are impaired include a decline in our stock price and market capitalization, lower than projected operating results and cash flows, and slower growth rates in our industry. Our stock price historically has shown volatility and often fluctuates significantly in response to market and other factors.
Factors that could indicate that our goodwill or indefinite-lived intangible assets are impaired include a decline in our stock price and market capitalization, lower than projected operating results and cash flows, and slower growth rates in our industry. Our stock price has historically shown volatility and often fluctuates significantly in response to market and other factors.
Further, we also could be subject to future liability resulting from conditions that are currently unknown to us that could be discovered in the future. We are currently remediating or developing work plans for remediation of environmental conditions involving certain current facilities.
Further, we could also be subject to future liability resulting from conditions that are currently unknown to us that could be discovered in the future. We are currently remediating or developing work plans for remediation of environmental conditions involving certain current facilities.
Our future results could be harmed by a variety of factors, including: • changes in foreign currency exchange rates; • exchange controls and currency restrictions; • changes in a specific country’s or region’s political, social or economic conditions, particularly in emerging markets; • civil unrest, the threat of or actual military conflict between nations, other turmoil or outbreak of disease or illness, such as Covid-19, in any of the countries in which we sell our products or in which we or our suppliers operate; • tariffs, other trade protection measures, as discussed in more detail above, and import or export licensing requirements; • potential adverse changes in trade agreements between the United States and foreign countries, including the United States-Mexico-Canada Agreement (“USMCA”), among the United States, Canada and Mexico; • potentially negative consequences from changes in U.S. and international tax laws; • difficulty in staffing and managing geographically widespread operations; • differing labor regulations; • requirements relating to withholding taxes on remittances and other payments by subsidiaries; • different regulatory regimes controlling the protection of our intellectual property; • restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; • restrictions on our ability to repatriate dividends from our foreign subsidiaries; • difficulty in enforcement of contractual obligations under non-U.S. law; • transportation delays or interruptions; • changes in regulatory requirements; and • the burden of complying with multiple and potentially conflicting laws.
Our future results could be harmed by a variety of factors, including: • changes in foreign currency exchange rates; • exchange controls and currency restrictions; • changes in a specific country’s or region’s political, social or economic conditions, particularly in emerging markets; • civil unrest, the threat of or actual military conflict between nations, other turmoil or outbreak of disease or illness, such as Covid-19, in any of the countries in which we sell our products or in which we or our suppliers operate; • tariffs, other trade protection measures, as discussed in more detail above, and import or export licensing requirements; • potential adverse changes in trade agreements between the United States and foreign countries, including the United States-Mexico-Canada Agreement (“USMCA”), among the United States, Canada and Mexico; • potentially negative consequences from changes in U.S. and international tax laws; • difficulty in staffing and managing geographically widespread operations; • differing labor regulations; • requirements relating to withholding taxes on remittances and other payments by subsidiaries; • different regulatory regimes controlling the protection of our intellectual property; 12 • restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; • restrictions on our ability to repatriate dividends from our foreign subsidiaries; • difficulty in enforcement of contractual obligations under non-U.S. law; • transportation delays or interruptions; • changes in regulatory requirements; and • the burden of complying with multiple and potentially conflicting laws.
Such restrictions affect or will affect, and in various circumstances limit or prohibit, among other things, our ability and the ability of our subsidiaries to: • incur or guarantee additional indebtedness; • create liens; • pay dividends based on our leverage ratio and make other distributions in respect of our capital stock; • redeem or buy back our capital stock based on our leverage ratio; • make certain investments or certain other restricted payments; 17 • enter into a new line of business; • sell or transfer certain kinds of assets; • enter into certain types of transactions with affiliates; and • effect mergers or consolidations.
Such restrictions affect or will affect, and in various circumstances limit or prohibit, among other things, our ability and the ability of our subsidiaries to: • incur or guarantee additional indebtedness; • create liens; • pay dividends based on our leverage ratio and make other distributions in respect of our capital stock; • redeem or buy back our capital stock based on our leverage ratio; • make certain investments or certain other restricted payments; • enter into a new line of business; • sell or transfer certain kinds of assets; • enter into certain types of transactions with affiliates; and • effect mergers or consolidations.
These acquisitions included new businesses that are complementary to our existing LNG and gas technologies. The failure to achieve the anticipated cost savings or commercial synergies of our recent significant acquisitions or recognize the anticipated market opportunities or integration from our acquisitions could have a material adverse effect on our business, financial condition, and results of operations.
These acquisitions included new businesses that are complementary to our existing LNG and gas technologies. The failure to achieve the anticipated continued cost savings or commercial synergies of our recent significant acquisitions or recognize the anticipated market opportunities or integration from our acquisitions could have a material adverse effect on our business, financial condition, and results of operations.
Stricter environmental, emissions of greenhouse gases, safety and health laws, regulations or enforcement policies could result in substantial costs and liabilities to us and could subject us to more rigorous scrutiny. Consequently, compliance with these laws 14 could result in significant expenditures, as well as other costs and liabilities that could decrease our liquidity and profitability and increase our liabilities.
Stricter environmental, emissions of greenhouse gases, safety and health laws, regulations or enforcement policies could result in substantial costs and liabilities to us and could subject us to more rigorous scrutiny. Consequently, compliance with these laws could result in significant expenditures, as well as other costs and liabilities that could decrease our liquidity and profitability and increase our liabilities.
Any violations may subject us to government scrutiny, investigation and civil and criminal penalties and may limit our ability to export our products. As a provider of products to the U.S. government, we are subject to certain federal rules, regulations, audits and investigations, the violation or failure of which could adversely affect our business.
Any violations may subject us to government scrutiny, investigation and civil and criminal penalties and may limit our ability to export our products. 16 As a provider of products to the U.S. government, we are subject to certain federal rules, regulations, audits and investigations, the violation or failure of which could adversely affect our business.
Although we currently maintain product liability coverage, which has generally been adequate for existing product liability claims and for the continued operation of our business, it includes customary exclusions and conditions, it may not cover certain specialized applications such as aerospace-related applications, and it generally does not cover warranty claims.
Although we currently maintain product liability coverage, which has generally been adequate for existing product liability claims and for the continued operation of our business, it includes customary exclusions and conditions, it may not cover certain specialized applications such as aerospace- 13 related applications, and it generally does not cover warranty claims.
Fluctuations in currency exchange rates have had and will continue to have an impact on our financial condition, operating 12 results, and cash flow. While we monitor and manage our foreign currency exposure with use of derivative financial instruments to mitigate these exposures, fluctuations in currency exchange rates may materially impact our financial and operational results.
Fluctuations in currency exchange rates have had and will continue to have an impact on our financial condition, operating results, and cash flow. While we monitor and manage our foreign currency exposure with use of derivative financial instruments to mitigate these exposures, fluctuations in currency exchange rates may materially impact our financial and operational results.
Any acquisition may or may not occur and, if an acquisition does occur, it may not be successful in enhancing our business. Failure to protect our intellectual property and know-how could reduce or eliminate any competitive advantage and reduce our sales and profitability, and the cost of protecting our intellectual property may be significant.
Any acquisition may or may not occur and, if an acquisition does occur, it may not be successful in enhancing our business. 14 Failure to protect our intellectual property and know-how could reduce or eliminate any competitive advantage and reduce our sales and profitability, and the cost of protecting our intellectual property may be significant.
Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge them. A failure to obtain registrations in the United States or elsewhere could limit our ability to protect our trademarks and 13 technologies and could impede our business.
Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge them. A failure to obtain registrations in the United States or elsewhere could limit our ability to protect our trademarks and technologies and could impede our business.
The loss of any of our major customers, consolidation of our customers, or a decrease or delay in orders or anticipated spending by such customers could materially reduce our sales and profitability. Although order activity in 2024 increased year over year, we continued to experience energy price volatility and our customers’ adjusted project timing.
The loss of any of our major customers, consolidation of our customers, or a decrease or delay in orders or anticipated spending by such customers could materially reduce our sales and profitability. Although order activity in 2025 increased year over year, we continued to experience energy price volatility and our customers’ adjusted project timing.
Our backlog can be significantly affected by the timing of orders for large projects, and the amount of our backlog at December 31, 2024 is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales.
Our backlog can be significantly affected by the timing of orders for large projects, and the amount of our backlog at December 31, 2025 is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as sales.
We do business that 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, our industry and the global demand for our products.
Our 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, our industry and the global demand for our products.
The loss of, or significant reduction or delay in, purchases by our largest customers could reduce our sales and profitability. While we sell to mor e than 10,000 customers, sales to our top ten customers accounted for 26% , 25%, and 38% of consolidated sales in 2024, 2023 and 2022, respectively.
The loss of, or significant reduction or delay in, purchases by our largest customers could reduce our sales and profitability. While we sell to mor e than 10,000 customers, sales to our top ten customers accounted for 27%, 26%, and 25% of consolidated sales in 2025, 2024 and 2023, respectively.
While our sales to particular customers fluctuate from period to 9 period, sales to large customers, including the global producers, distributors and users of energy and industrial gases and their suppliers, tend to be a consistently large source of our sales.
While our sales to particular customers fluctu ate from period to period, sales to large customers, including the global producers, distributors and users of energy and industrial gases and their suppliers, tend to be a consistently large source of our sales.
Our senior secured revolving credit facility provides commitments of up to $1,250.0 million, $767.5 million of which would have been available for future borrowings (after giving effect to letters of credit and bank guarantees outstanding) as of December 31, 2024. See Item 7.
Our senior secured revolving credit facility provides commitments of up to $1,250.0 million, $709.2 million of which would have been available for future borrowings (after giving effect to letters of credit and bank guarantees outstanding) as of December 31, 2025. See Item 7.
Risks Related to Our Leverage Our leverage and future debt service obligations could adversely affect our business, financial condition, and results of operations and our ability to meet our payment obligations under our debt. We are leveraged and have future debt service obligations. As of December 31, 2024, our total indebtedness was $3,757.5 million.
Risks Related to Our Leverage Our leverage and future debt service obligations could adversely affect our business, financial condition, and results of operations and our ability to meet our payment obligations under our debt. We are leveraged and have future debt service obligations. As of December 31, 2025, our total indebtedness was $3,656.0 million.
Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the United States as a result of such changes, could adversely affect our business. 10 U.S. government policy changes and proposals may result in greater restrictions and economic disincentives on international trade.
Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business, as well as any negative sentiment toward the United States as a result of such changes, could adversely affect our business.
If the performance of the assets in our defined benefit plans or the multi-employer plan does not meet expectations or if other actuarial assumptions are modified, our required pension contributions for future years could be higher than we expect, which may negatively impact our results of operations, cash flows and financial condition.
If the performance of the assets in our defined benefit plans or the multi-employer plan does not meet expectations or if other actuarial assumptions are modified, our required pension contributions for future years could be higher than we expect, which may negatively impact our results of operations, cash flows and financial condition. 17 The departure of any of our key personnel could materially and adversely affect us.
Even after a public health crisis subsides, there may be long-term effects on our business practices and customers in economies in which we operate that could severely disrupt our operations and could have a material adverse effect on our business, results of operations, cash flows and financial condition. We are subject to regulations governing the export of our products.
Even after a public health crisis subsides, there may be long-term effects on our business practices and customers in economies in which we operate that could severely disrupt our operations and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
If our vendors for these materials and components are unable to meet our requirements, fail to make shipments in a timely manner, or ship defective materials or components, we could experience a shortage or delay in supply or fail to meet our contractual requirements, which would adversely affect our results of operations and negatively impact our cash flow and profitability.
If our vendors for these materials and components are unable to meet our requirements, fail to make shipments in a timely manner, or ship defective materials or components, we could experience a shortage or delay in supply or fail to meet our contractual requirements, which would adversely affect our results of operations and negatively impact our cash flow and profitability. 11 Our results of operations could materially suffer if we are unable to obtain sufficient pricing for our products and services to meet our profitability expectations.
Cancellations of purchase orders, indications that the customers will not perform or reductions of product quantities in existing contracts could substantially and materially reduce our backlog and, consequently, our future sales. Our failure to replace canceled orders could negatively impact our sales and results of operations. We did not have any significant cancellations in 2024, 2023 or 2022.
Cancellations of purchase orders, indications that the customers will not perform or reductions of product quantities in existing contracts could substantially and materially reduce our backlog and, consequently, our future sales. Our failure to replace canceled orders could negatively impact our sales and results of operations.
As of December 31, 2024, the aggregate projected benefit obligation of these pension plans was $39.2 million, and the aggregate value of the assets of these pension plans was $42.4 million, resulting in these pension plans being overfunded by $3.2 million in the aggregate. However, certain of these plans are in an underfunded status as of December 31, 2024.
As of December 31, 2025, the aggregate projected benefit obligation of these pension plans was $39.9 million, and the aggregate value of the assets of these pension plans was $50.3 million, resulting in these pension plans being overfunded by $10.4 million in the aggregate. However, certain of these plans are in an underfunded status as of December 31, 2025.
To the extent enacted, the implementation of new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by these and any other affected countries, and certain foreign governments have instituted or have been considering imposing trade sanctions on certain U.S. goods.
Existing tariffs and the implementation of additional tariffs and other changes in U.S. trade policy have triggered retaliatory actions, and could trigger further retaliatory actions, by these and any other affected countries, and certain foreign governments have instituted or have been considering imposing trade sanctions on certain U.S. goods.
Our backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as sales. The dollar amount of backlog as of December 31, 2024 was $4,845.1 million.
Our backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments received from customers that we have not recognized as sales. The dollar amount of backlog as of December 31, 2025 was $5,886.2 million.
Our results of operations could materially suffer if we are unable to obtain sufficient pricing for our products and services to meet our profitability expectations. If we are unable to obtain favorable pricing for our products and services in a timely manner, our revenues and profitability could materially suffer.
If we are unable to obtain favorable pricing for our products and services in a timely manner, our revenues and profitability could materially suffer.
We will continue to monitor developments and impacts to our provision for income taxes. Our effective tax rate could also be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses arising from share-based compensation, the valuation of deferred tax assets and liabilities and changes in accounting principles.
Our effective tax rate could also be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses arising from share-based compensation, the valuation of deferred tax assets and liabilities and changes in accounting principles.
In 2024, 2023 and 2022, 60%, 59%, and 42%, respectively, of our sales occurred in international markets.
In 2025, 2024 and 2023, 58%, 60%, and 59%, respectively, of our sales occurred in international markets.
Our future results of operations could be affected by changes in the effective tax rate as a result of changes in tax laws, regulations and judicial rulings.
Tax rules are subject to change, and unanticipated changes in our effective tax rate could adversely affect our future results. Our future results of operations could be affected by changes in the effective tax rate as a result of changes in tax laws, regulations and judicial rulings.
The patents in our patent portfolio are scheduled to expire from 2025 to 2044.
The patents in our patent portfolio are scheduled to expire from 2026 to 2046.
In addition, we are exposed to changes in interest rates. While our senior secured and senior unsecured notes have a fixed cash coupon, other instruments, primarily borrowings under our senior secured revolving credit facility due April 2029 are exposed to variable interest rates. Our mandatory convertible preferred stock contains cumulative dividends that can be paid in cash or equity shares.
In addition, we are exposed to changes in interest rates. While our senior secured and senior unsecured notes have a fixed cash coupon, other instruments, primarily borrowings under our senior secured revolving credit facility due April 2029 are exposed to variable interest rates.
In addition, at that date, under our senior secured revolving credit facility, we had $277.5 million of letters of credit and bank guarantees outstanding and borrowing capacity of $767.5 million. Through separate facilities, our subsidiaries had $173.8 million of letters of credit and bank guarantees outstanding at December 31, 2024.
In addition, at that date, under our senior secured revolving credit facility, we had $259.1 million of letters of credit and bank guarantees outstanding and borrowing capacity of $709.2 million. Through separate facilities, our subsidiaries had $218.6 million of letters of credit and bank guarantees outstanding at December 31, 2025.
Our export activities are subject to regulation, including the U.S. Treasury Department’s Office of Foreign Assets Control’s regulations. We believe we are in compliance with these regulations and maintain robust programs intended to maintain compliance. However, unintentional lapses in our compliance or uncertainties associated with changing regulatory requirements could result in future violations (or alleged violations) of these regulations.
We believe we are in compliance with these regulations and maintain robust programs intended to maintain compliance. However, unintentional lapses in our compliance or uncertainties associated with changing regulatory requirements could result in future violations (or alleged violations) of these regulations.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt Instruments and Related Covenants.” If new debt is added to our current debt levels, the related risks that we now face could intensify.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt Instruments and Related Covenants.” If new debt is added to our current debt levels, the related risks that we now face could intensify. 18 The terms of our existing debt may limit our ability to finance future operations or capital needs or engage in other business activities that may be in our interest.
As of December 31, 2024, we had goodwill and indefinite-lived intangible assets of $3,517.3 million, which represented 38.6% of our total assets. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment annually in the fourth quarter or more often if events or changes in circumstances indicate a potential impairment may exist.
Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment annually in the fourth quarter or more often if events or changes in circumstances indicate a potential impairment may exist.
We could be obligated to make significant contributions to our pension plans, some of which are underfunded, and we contribute to a multi-employer plan for collective bargaining U.S. employees, which is underfunded. Certain U.S. hourly and salaried employees are covered by our Chart defined benefit pension plan. The defined benefit pension plan has been frozen since February 2006.
We could be obligated to make significant contributions to our pension plans, some of which are underfunded, and we contribute to a multi-employer plan for collective bargaining U.S. employees, which is underfunded. We have responsibility for ten defined benefit plans outside of the United States, which are predominantly in Germany.
If this happens, whether as a result of the insolvency or financial distress of a third party or otherwise, we may incur losses, or our results of operations, financial position or liquidity could otherwise be adversely affected.
If this happens, whether as a result of the insolvency or financial distress of a third party or otherwise, we may incur losses, or our results of operations, financial position or liquidity could otherwise be adversely affected. 15 We may be required to make expenditures in order to comply with environmental, health and safety laws and emissions regulations, or incur additional liabilities under these laws and regulations.
In addition, unstable political conditions or civil unrest, including political instability or threatened military actions could negatively impact our order levels and sales in a region or our ability to collect receivables from customers or operate or execute projects in a region. 11 We carry goodwill and indefinite-lived intangible assets on our balance sheet, which are subject to impairment testing and could subject us to significant non-cash charges to earnings in the future if impairment occurs.
In addition, unstable political conditions or civil unrest, including political instability or threatened military actions could negatively impact our order levels and sales in a region or our ability to collect receivables from customers or operate or execute projects in a region.
For example, a violation of specific laws and regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts.
For example, a violation of specific laws and regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts. In some instances, these laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions.
The terms of our existing debt may limit our ability to finance future operations or capital needs or engage in other business activities that may be in our interest. The terms of our existing debt impose, and the terms of any future indebtedness may impose, operating and other restrictions on us and our subsidiaries.
The terms of our existing debt impose, and the terms of any future indebtedness may impose, operating and other restrictions on us and our subsidiaries.
Although we maintain insurance subject to certain deductibles, which may cover some of our losses, that insurance may become unavailable or prove to be inadequate. A public health crisis could cause disruptions to our operations which could adversely affect our business in the future.
Although we maintain insurance subject to certain deductibles, which may cover some of our losses, that insurance may become unavailable or prove to be inadequate. We are subject to regulations governing the export of our products. Our export activities are subject to regulation, including the U.S. Treasury Department’s Office of Foreign Assets Control’s regulations.
Removed
The new administration has implemented substantial tariffs on China and has threatened tariffs on certain products and other countries.
Added
U.S. government policy changes and proposals may result in greater restrictions and economic disincentives on international trade. The administration has implemented substantial tariffs and has threatened additional substantial tariffs.
Removed
We may be required to make expenditures in order to comply with environmental, health and safety laws and emissions regulations, or incur additional liabilities under these laws and regulations.
Added
We carry goodwill and indefinite-lived intangible assets on our balance sheet, which are subject to impairment testing and could subject us to significant non-cash charges to earnings in the future if impairment occurs. As of December 31, 2025, we had goodwill and indefinite-lived intangible assets of $3,724.0 million, which represented 38.0% of our total assets.
Removed
Our ability to predict and respond to future changes resulting from a potential health crisis is uncertain.
Added
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”), which introduced several changes to the U.S. tax code. These include the permanent extension of certain Tax Cuts and Jobs Act provisions, modifications to international tax rules, and immediate expensing of qualified property and research and development expenditures.
Removed
In some instances, these laws and regulations impose terms or rights that are more favorable to the government than those typically available to commercial parties in negotiated transactions. 15 Tax rules are subject to change, and unanticipated changes in our effective tax rate could adversely affect our future results.
Added
While the provisions have varying effective dates through 2027, the Company does not expect a material impact on its effective tax rate or consolidated financial statements. The Company will continue to monitor developments as further guidance becomes available.
Removed
In December 2017, the Tax Cuts and Jobs Act of 2017 was signed into law in the United States, which among other things, lowered the federal corporate income tax rate from 35% to 21% and moved the country towards a territorial tax system with a one-time mandatory tax on previously deferred foreign earnings of foreign subsidiaries.
Added
The Organisation for Economic Co‑operation and Development (OECD) has established a framework to implement a global minimum corporate tax of 15% for multinational enterprises with revenues above certain thresholds (commonly referred to as “Pillar 2”).
Removed
There can be no assurances that the benefit we have derived from the Tax Cuts and Jobs Act will be maintained long-term given political and other uncertainties. The Organisation for Economic Co-operation and Development (“OECD”)’s base erosion and profit shifting (“BEPS”) project is an area we continue to monitor due to its global reach.
Added
Certain aspects of Pillar 2 became effective for fiscal years beginning on or after January 1, 2024, with additional elements becoming effective for fiscal years beginning on or after January 1, 2025. A number of jurisdictions in which the Company operates have enacted, or are in the process of enacting, legislation implementing Pillar 2.
Removed
The OECD, which represents a coalition of member countries, has issued recommendations that, in some cases, would make substantial changes to numerous long-standing tax positions and principles.
Added
In January 2026, the OECD issued additional administrative guidance related to Pillar 2, including a “side‑by‑side” framework intended to allow certain minimum tax regimes to operate alongside Pillar 2 and, in certain circumstances, limit the application of Pillar 2 top‑up taxes.
Removed
As countries, in which we operate, continue to pass laws to adopt the tenants of the BEPS Framework (tiered adoption over multiple years), we will continue to monitor potential impacts to the Company’s tax stature. These contemplated changes have begun adoption by various countries during 2023, could increase tax uncertainty and may adversely affect our provision for income taxes.
Added
This guidance is effective for fiscal years beginning on or after January 1, 2026, and did not impact the Company’s financial statements for the year ended December 31, 2025. The Company continues to monitor developments related to Pillar 2 and the related administrative guidance.
Removed
In May 2024, our Board of Directors approved a resolution to terminate the Chart defined benefit pension plan and notified plan participants of the termination and the distribution alternatives. As of December 31, 2024, the projected benefit obligation under our Chart defined benefit pension plan was $39.5 million, and the value of the assets of the plan was $43.1 million.
Added
Based on current law and available guidance, the Company does not expect Pillar 2 to have a material impact on its effective tax rate or its consolidated results of operations, financial position, or cash flows.
Removed
Although our Chart defined benefit pension plan was fully funded as of December 31, 2024, the performance of assets in the plan and other related factors beyond our control have the potential to adversely affect the funding status of our pension plan in the future.
Added
We depend on the experience and relationships of our executive officers to manage our day-to-day operations and strategic business direction. We can provide no assurances that any of our key personnel will continue their employment with us. As previously disclosed, Jillian C.
Removed
We have responsibility for ten defined benefit plans outside of the United States, which are predominantly in Germany.
Added
Evanko, our former President, Chief Executive Officer and a former member of our board of directors, resigned from her position effective as of January 6, 2026, and Gerald F. Vinci became our President effective as of that same date.
Removed
Dividend requirements associated with the Series B Mandatory Convertible Preferred Stock that Chart issued to fund a portion of the Howden Acquisition subject it to certain risks. In December 2022, we issued 8,050,000 depositary shares, each representing a 1/20th interest in a share of Chart’s Series B Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”).
Added
The loss of their services or those of any of the other members of our management team, or any difficulty attracting and retaining other talented and experienced personnel, could adversely affect the execution of our business strategy.
Removed
Any future payments of cash dividends, and the amount of any cash dividends we pay, on the Mandatory Convertible Preferred Stock will depend on, among other things, business condition, our financial condition, earnings and liquidity, as well as other factors that our board of directors (or an authorized committee thereof) may consider relevant.
Added
Our ability to replace key individuals may be difficult because of the limited number of individuals with the breadth of skills and experience needed to excel in the industries we operate in and there can be no assurance that we would be able to hire, train, retain, or motivate such individuals.
Removed
Dividends will accumulate from the initial issue date and, to the extent that we are legally permitted to pay dividends and our board of directors, or an authorized committee thereof, declares a dividend payable with respect to the Mandatory Convertible Preferred Stock, we will pay such dividends in cash, or 16 subject to certain limitations, by delivery of shares of our common stock or through any combination of cash and shares of our common stock, as determined by our board of directors in its sole discretion.
Added
Further, such a loss could be negatively perceived by investors, which could reduce the market value of our common shares. A public health crisis could cause disruptions to our operations which could adversely affect our business in the future. A significant public health crisis could cause disruptions to our operations similar to the effects of the Covid-19 pandemic.
Removed
The terms of the Mandatory Convertible Preferred Stock further provide that if dividends have not been declared and paid for six or more dividend periods whether or not for consecutive dividend periods, the holders of such shares of Mandatory Convertible Preferred Stock, voting together as a single class with holders of all other preferred stock of equal rank having similar voting rights, will be entitled at our next annual or special meeting of stockholders to vote for the election of a total of two additional members of our board of directors, subject to certain limitations.
Added
Risks Related to the Merger and Ownership of Common Stock The proposed Merger 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.
Removed
Risks Related to the Trading Market for Our Preferred and Common Stock The issuance of common stock upon conversion of 6.75% Series B Mandatory Convertible Preferred Stock could cause dilution to the interests of our existing stockholders.
Added
Completion of the Merger is subject to a number of closing conditions, including obtaining the approval of our stockholders, which approval was obtained on October 6, 2025, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which expired at 11:59 p.m.
Removed
Unless earlier converted, each share of the Mandatory Convertible Preferred Stock will automatically convert on or around December 15, 2025 into between 7.0520 and 8.4620 shares of our common stock, subject to customary anti-dilution adjustments.
Added
Eastern Time on November 6, 2025, the receipt of the required state regulatory approvals, the absence of any law or order that has the effect of enjoining or otherwise prohibiting the completion of the Merger, and the expiration or termination of the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under all applicable antitrust laws without the imposition by any governmental entity of any term, condition, obligation, requirement, limitation, prohibition, remedy, sanction or other action that has resulted in or would reasonably be expected to result in a burdensome condition. 19 Each party’s obligation to consummate the Merger is also subject to, among other conditions, the accuracy of the representations and warranties of the other party (subject to certain exceptions) and performance by each party of its respective obligations under the Merger Agreement, including an agreement by us to use our reasonable best efforts to carry on our business in all material respects in the ordinary course, consistent with past practice, and to preserve our business organization and relationships with customers, suppliers, licensors, licensees and other third parties, and to comply with certain operating covenants.
Removed
At any time prior to December 15, 2025, a holder of Mandatory Convertible Preferred Stock may elect to convert such holder’s shares of the Mandatory Convertible Preferred Stock, in whole or in part, at the minimum conversion rate of 7.0520 shares of common stock per share.
Added
In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, (i) by mutual written consent, (ii) if a governmental authority of competent jurisdiction issues a final, non-appealable order prohibiting the consummation of the Merger, (iii) if the Merger has not been successfully completed by the Outside Date (as defined in the Merger Agreement), and (iv) following a breach by the other party of its representations or warranties or covenants contained in the Merger Agreement that would result in a failure of a condition to the closing of the Merger, subject to cure rights.
Removed
If a fundamental change occurs on or prior to December 15, 2025, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of common stock at a conversion rate based on the effective date of the fundamental change and the price paid (or deemed paid) per share of our common stock in such fundamental change.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+5 added−1 removed9 unchanged
Biggest changeFurthermore, we benchmark externally against other industrial manufacturers within the B2B (Business to Business) manufacturing industry, and even to a vertical level to determine Chart’s risk profile through cybersecurity insurance tools that rank companies and bring them together within forums for cyber intelligence sharing and best practices.
Biggest changeFurthermore, we benchmark externally against other industrial manufacturers within the B2B (Business to Business) manufacturing industry, and even to a vertical level to determine Chart’s risk profile through cybersecurity insurance tools that rank companies and bring them together within forums for cyber intelligence sharing and best practices. 21 Our risk management program also assesses third-party risks to identify and mitigate risks from vendors, suppliers, and other business partners associated with our use of third-party service providers.
These individuals monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including our incident response plan, and report to the Audit Committee on any appropriate items.
These individuals monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including our incident response plan, and report to the Board of Directors and Audit Committee on any appropriate items.
To defend, detect and respond to cybersecurity incidents, we, among other programs: conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing using external third-party tools and techniques to test security controls, encourage proactive vulnerability reporting, conduct employee training, monitor emerging laws and regulations related to data protection and information security and implement appropriate changes.
To defend, detect and respond to cybersecurity incidents, we conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing using external third-party tools and techniques to test security controls, encourage proactive vulnerability reporting, conduct employee training, monitor emerging laws and regulations related to data protection and information security and implement appropriate changes.
During 2024, we realized our objective of having no material cybersecurity incidents. Furthermore, we have not experienced any material information security breaches and have not incurred material expenses from cybersecurity incidents, including those arising at third parties, during any of the last three years.
During 2025, we realized our objective of having no material cybersecurity incidents. Moreover, we have not experienced any material information security breaches and have not incurred material expenses from cybersecurity incidents, including those arising at third parties, during any of the last three years.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “ Data privacy and data security considerations could impact our business ” included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K. 19 Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “ Data privacy and data security considerations could impact our business ” included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.
Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. The Board receives updates on a regular basis from senior management, including leaders from our information security, compliance and legal teams regarding matters of cybersecurity.
Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. The Board receives updates on a regular basis from senior management, including leaders from our information security, compliance and legal teams regarding matters of cybersecurity.
By prioritizing cybersecurity at the highest level of our leadership, we assess cybersecurity risk, allocate resources and maintain a culture of cybersecurity awareness throughout Chart. Chart ties cybersecurity or being cyber safe to our key theme of safety, as an industrial manufacturer. Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes.
Chart ties cybersecurity or being cyber safe to our key theme of safety, as an industrial manufacturer. Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes.
Individuals that oversee cybersecurity risk management have an average of over 20 years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming.
Individuals that oversee cybersecurity risk management have an average of over 20 years of prior work experience in various roles involving information technology, including security, auditing, compliance, networking server administration, programming, and hold certifications such as Certified Information Systems Security Professional (“CISSP”) and the Global Information Assurance Certification (“GIAC”) entity’s Certified Detection Analyst certification (“GCDA”).
In addition, we strive to have the appropriate cybersecurity clauses in our agreements and where necessary we have Data Processing Agreements (“DPAs”) put in place for privacy of data.
Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers and potential fourth-party risks when handling and/or processing our employee, business or customer data. In addition, we strive to have the appropriate cybersecurity clauses in our agreements and where necessary we have Data Processing Agreements (“DPAs”) put in place for privacy of data.
Removed
Our risk management program also assesses third-party risks to identify and mitigate risks from vendors, suppliers, and other business partners associated with our use of third-party service providers. Cybersecurity risks are evaluated when determining the selection and oversight of applicable third-party service providers and potential fourth-party risks when handling and/or processing our employee, business or customer data.
Added
However, while we have not experienced any such material incidents to date, there can be no guarantee that we will not experience cybersecurity incidents in the future. By prioritizing cybersecurity at the highest level of our leadership, we assess cybersecurity risk, allocate resources and maintain a culture of cybersecurity awareness throughout Chart.
Added
These parties perform on-demand assessments of our information security controls, including targeted reviews of our technical environment, evaluations of our compliance with applicable frameworks, and independent penetration testing exercises. We use the results of these external assessments, along with recommendations from these expert service providers, to help identify, assess, and manage cybersecurity risks.
Added
Additionally, these outcomes drive updates to our security controls, governance practices, and incident response plan.
Added
In addition to these measures we maintain processes to oversee and monitor cybersecurity risks associated with third-party service providers. These processes include periodic reassessments of select vendors based on risk and review of external security ratings and threat-intelligence sources.
Added
We also evaluate significant suppliers and service providers during onboarding using risk-based criteria and reassess them as needed when material changes occur in their security posture or services.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed2 unchanged
Biggest changeItem 2. Properties We occupy 159 facilities throughout the world totaling approximately 13.0 million square feet with the majority devoted to manufacturing, assembly, and storage, none of which are individually material. Of these facilities, approximately 8.9 million square feet are owned, and approximately 4.1 million square feet are occupied under operating leases.
Biggest changeItem 2. Properties We occupy 150 facilities throughout the world totaling approximately 12.9 million square feet with the majority devoted to manufacturing, assembly, and storage, none of which are individually material. Of these facilities, approximately 8.9 million square feet are owned, and approximately 4.0 million square feet are occupied under operating leases.
We do not believe that these regulatory requirements have had a material effect on our capital expenditures, earnings, or competitive position. We are not anticipating any material capital expenditures in 2025 that are directly related to regulatory compliance matters.
We do not believe that these regulatory requirements have had a material effect on our capital expenditures, earnings, or competitive position. We are not anticipating any material capital expenditures in 2026 that are directly related to regulatory compliance matters.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+6 added−0 removed1 unchanged
Biggest changeFuture developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. Item 4. Mine Safety Disclosures Not applicable. 20 PART II
Biggest changeFuture developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. Supplemental Disclosure Following the announcement of the Merger Agreement, two lawsuits — captioned McDaniels v. Chart Industries, Inc. et al., 655434/2025 and Johnson v.
Item 3. Legal Proceedings 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 incidental to the normal course of our business.
Item 3. Legal Proceedings Ordinary Course Litigation 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 incidental to the normal course of our 22 business.
Added
Chart Industries, Inc. et al., 655438/2025 — were filed on September 11, 2025 in the Supreme Court of the State of New York by purported Chart stockholders, each naming Chart and the members of its board of directors as defendants (the “Complaints”).
Added
The Complaints claim that the Definitive Proxy Statement is materially incomplete and misleading under New York law, and seek injunctive relief, damages and costs, among other remedies. Chart has also received demand letters from multiple stockholders threatening litigation and/or making other demands relating to the Merger, including demands for additional disclosures.
Added
Although Chart cannot predict the outcome or estimate the possible loss or range of loss from these matters, Chart and its directors believe that the allegations contained in the Complaints and demand letters are without merit, that no supplemental disclosures are required or necessary under applicable law, and that the requested disclosures are immaterial.
Added
However, in order to reduce the risk of the demand letters or Complaints delaying the Special Meeting or the closing of the Merger, and to minimize the nuisance and expense of defending against any litigation, and without admitting any liability or wrongdoing, on September 25, 2025, Chart filed a Form 8-K to update and supplement the Definitive Proxy Statement with additional disclosures relating the Merger (the “Supplemental Disclosures”).
Added
Thereafter, the attorney representing the stockholders who filed the Complaints acknowledged that the Supplemental Disclosures mooted the claims raised in the Complaints in their entirety and confirmed that they will seek a mootness fee in connection with the Supplemental Disclosures. The Complaints will remain pending while the forthcoming mootness fee demand is resolved.
Added
Chart maintains that none of the Supplemental Disclosures are material. Nevertheless, resolution of these matters may involve payments by Chart to the stockholders’ attorneys that filed the Complaints and/or submitted the demand letters. Item 4. Mine Safety Disclosures Not applicable. 23 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+3 added−2 removed4 unchanged
Biggest changeThe Peer Group Index is comprised of Air Products and Chemicals, Inc., Atlas Copco AB, Baker Hughes Company, Barnes Group Inc., Burckhardt Compression Holding AG, ChampionX Corporation, Cheniere Energy, Inc., CIMC Enric Holdings Limited, CNH Industrial N.V., EnPro Inc., ESCO Technologies Inc., Franklin Electric Co., Inc., IDEX Corporation, ITT Inc., New Fortress Energy LLC, NIKKISO CO., LTD., Plug Power Inc., SPX Corporation and Worthington Enterprises, Inc. 21 Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (1) Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 - 31, 2024 14 $ 126.01 — $ — November 1 - 30, 2024 1,088 179.96 — — December 1 - 31, 2024 51 202.35 — — Total 1,153 $ 180.30 — $ — _______________ (1) Includes shares of common stock surrendered to us during the fourth quarter of 2024 by participants under our share-based compensation plans to satisfy tax withholding obligations relating to the vesting or payment of equity awards for an aggregate purchase price of approximately $207,900.
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid Per Share (1) Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 - 31, 2025 — $ — — $ — November 1 - 30, 2025 1,089 203.57 — — December 1 - 31, 2025 1,639 205.71 — — Total 2,728 $ 204.85 — $ — _______________ (1) Includes shares of common stock surrendered to us during the fourth quarter of 2025 by participants under our share-based compensation plans to satisfy tax withholding obligations relating to the vesting or payment of equity awards for an aggregate purchase price of approximately $558,800.
Cumulative Total Return Comparison Set forth below is a line graph comparing the cumulative total return of a hypothetical investment in the shares of common stock of Chart with the cumulative return of a hypothetical investment in each of the S&P MidCap 400 Index and our Peer Group Index based on the respective market prices of each such investment on the dates shown below, assuming an initial investment of $100 on December 31, 2019, including reinvestment of dividends, if any.
Cumulative Total Return Comparison Set forth below is a line graph comparing the cumulative total return of a hypothetical investment in the shares of common stock of Chart with the cumulative return of a hypothetical investment in each of the S&P MidCap 400 Index and our Peer Group Index based on the respective market prices of each such investment on the dates shown below, assuming an initial investment of $100 on December 31, 2020, including reinvestment of dividends, if any.
The total number of shares repurchased represents the net shares issued to satisfy tax withholding. All such repurchased shares were subsequently retired during the three months ended December 31, 2024.
The total number of shares repurchased represents the net shares issued to satisfy tax withholding. All such repurchased shares were subsequently retired during the three months ended December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Chart’s common stock is traded on the New York Stock Exchange under the symbol “GTLS.” As of January 31, 2025, there were 269 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Chart’s common stock is traded on the New York Stock Exchange under the symbol “GTLS.” As of January 31, 2026, there were 270 holders of record of our common stock.
Apart from the dividend requirements associated with our 6.75% Series B Mandatory Convertible Preferred Stock, we do not currently intend to pay any cash dividends on our common stock, and instead intend to retain earnings, if any, for debt reduction, organic capital expenditures for productivity and capacity and, in line with our financial policy of no material cash acquisitions until we are below 2.5 times net leverage, potential acquisitions.
We do not currently intend to pay any cash dividends on our common stock, and instead intend to retain earnings, if any, for debt reduction, organic capital expenditures for productivity and capacity and, in line with our financial policy of no material cash acquisitions until we are below 2.5 times net leverage, potential acquisitions.
The program may be modified, discontinued or suspended at any time without prior notice. We reiterate our financial policy of no share repurchases until we are below 2.5 times net leverage. Item 6. [Reserved] 22
The program may be modified, discontinued or suspended at any time without prior notice.
Removed
December 31, 2019 2020 2021 2022 2023 2024 Chart Industries, Inc. $ 100.00 $ 174.53 $ 236.32 $ 170.74 $ 202.00 $ 282.77 S&P MidCap 400 Index 100.00 113.65 141.76 123.19 143.38 163.30 Peer Group Index 100.00 119.63 137.50 143.03 145.77 184.64 We select the peer companies that comprise the Peer Group Index solely on the basis of objective criteria.
Added
December 31, 2020 2021 2022 2023 2024 2025 Chart Industries, Inc. $ 100.00 $ 135.40 $ 97.83 $ 115.74 $ 162.02 $ 175.08 S&P MidCap 400 Index 100.00 124.73 108.37 126.13 143.65 154.40 Peer Group Index 100.00 114.94 119.56 121.85 154.34 180.75 24 The Peer Group Index, selected solely on the basis of objective criteria, is comprised of the following oil field equipment/service and other comparable industrial companies: Air Products and Chemicals, Inc., Atlas Copco AB, Baker Hughes Company, Burckhardt Compression Holding AG, Cheniere Energy, Inc., CIMC Enric Holdings Limited, CNH Industrial N.V., EnPro Inc., ESCO Technologies Inc., Franklin Electric Co., Inc., IDEX Corporation, ITT Inc., New Fortress Energy LLC, NIKKISO CO., LTD., Plug Power Inc., SPX Corporation and Worthington Enterprises, Inc.
Removed
These criteria result in an index composed of oil field equipment/service and other comparable industrial companies.
Added
(1) _______________ (1) Barnes Group Inc. and ChampionX Corporation, which were acquired during 2025, have been removed from the Peer Group Index.
Added
Pursuant to the terms of the Merger Agreement, we are prohibited from repurchasing shares of the Company’s common stock while the Merger Agreement is in effect, except with respect to shares acquired from employees (i) to satisfy tax withholding obligations upon the vesting or settlement of equity awards, (ii) to pay the exercise price of stock options, or (iii) in connection with the forfeiture of such awards.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

69 edited+30 added−46 removed41 unchanged
Biggest changeSelected Segment Financial Information Year Ended December 31, 2024 2023 Sales Cryo Tank Solutions $ 637.9 $ 640.8 Heat Transfer Systems 1,035.3 891.2 Specialty Products 1,114.3 819.9 Repair, Service & Leasing 1,372.7 1,029.2 Intersegment eliminations 0.1 (28.6) Consolidated $ 4,160.3 $ 3,352.5 Gross Profit Cryo Tank Solutions $ 143.5 $ 132.0 Heat Transfer Systems 299.0 246.8 Specialty Products 301.1 221.4 Repair, Service & Leasing 645.2 440.2 Consolidated $ 1,388.8 $ 1,040.4 Gross Profit Margin Cryo Tank Solutions 22.5 % 20.6 % Heat Transfer Systems 28.9 % 27.7 % Specialty Products 27.0 % 27.0 % Repair, Service & Leasing 47.0 % 42.8 % Consolidated 33.4 % 31.0 % SG&A Expenses Cryo Tank Solutions $ 61.2 $ 70.9 Heat Transfer Systems 45.6 54.1 Specialty Products 106.6 82.6 Repair, Service & Leasing 150.0 116.1 Corporate 184.0 162.6 Consolidated $ 547.4 $ 486.3 SG&A Expenses (% of Sales) Cryo Tank Solutions 9.6 % 11.1 % Heat Transfer Systems 4.4 % 6.1 % Specialty Products 9.6 % 10.1 % Repair, Service & Leasing 10.9 % 11.3 % Consolidated 13.2 % 14.5 % Operating Income (Loss) Cryo Tank Solutions $ 74.6 $ 54.5 Heat Transfer Systems 233.3 175.8 Specialty Products 173.1 119.7 Repair, Service & Leasing 350.5 203.3 Corporate (184.0) (162.6) Consolidated $ 647.5 $ 390.7 25 Operating Margin Cryo Tank Solutions 11.7 % 8.5 % Heat Transfer Systems 22.5 % 19.7 % Specialty Products 15.5 % 14.6 % Repair, Service & Leasing 25.5 % 19.8 % Consolidated 15.6 % 11.7 % Results of Operations for the Years Ended December 31, 2024 and 2023 Sales in 2024 increased by $807.8 million from $3,352.5 million to $4,160.3 million, or 24.1%.
Biggest changeSelected 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%.
The use of these currencies, combined with the use of foreign currency forward purchase and sale contracts, has 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.
The use of these currencies, combined with the use of foreign currency forward purchase and sale contracts, has 35 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.
Liquidity and Capital Resources Our debt instruments and related covenants are described in Note 10, “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.
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.
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 4, “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.
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.
We continue to monitor for any potential indicators of impairment. 33 With respect to indefinite-lived intangible assets, we estimate the fair value of our indefinite-lived assets using the income approach.
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.
Chart is committed to excellence in ESG issues both for its company as well as its customers. With 64 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.
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.
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, 2024, firm purchase commitments were not material.
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.
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 2024.
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.
Actual results could differ materially from those estimates. There were no material changes to estimates or methodologies used to develop those estimates in 2024. 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.
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.
As of October 1, 2024, 2023 and 2022 (“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.
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.
Further detailed information regarding our operating segments is presented in Note 4, “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.
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.
We continue to actively monitor the impact of these macroeconomic developments on our results of operations beyond 2024. 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 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.
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, 2023, which was filed with the SEC on February 28, 2024.
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.
In some cases, forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “target,” “continue” or the negative of such terms or comparable terminology.
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.
A discussion of changes from fiscal year 2022 to fiscal year 2023 and other financial information related to fiscal year 2022 is available in Part II. Item 7.
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.
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, 2024, and 2023 was $4,845.1 million and $4,278.8 million.
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.
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, 2024 and 2023: 2024 2023 Sales 100.0 % 100.0 % Cost of sales 66.6 69.0 Gross profit 33.4 31.0 Selling, general and administrative expenses (1) 13.2 14.5 Amortization expense 4.7 4.9 Operating income 15.6 11.7 Acquisition related finance fees — 0.8 Interest expense, net 7.9 8.6 Other expense (income), net — 0.5 Income tax expense, net 1.9 0.1 Net income from continuing operations 5.7 1.7 Loss from discontinued operations, net of tax (0.1) — Net income 5.6 1.7 Less: Income attributable to noncontrolling interests of continuing operations, net of taxes 0.3 0.3 Net income attributable to Chart Industries, Inc. 5.3 1.4 _______________ (1) Includes share-based compensation expense of $18.9 million and $12.6 million , representing 0.5% and 0.4% of sales, for the years ended December 31, 2024 and 2023. 24 Consolidated Results for the Years Ended December 31, 2024 and 2023 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, 2024 and 2023 (dollar amounts in millions).
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).
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, 2024 totals $157.7 million for the next twelve months and $679.4 million thereafter.
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 $600.5 million thereafter.
The following tables include key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the years ended December 31, 2024 and 2023 (dollar amounts in millions): Cryo Tank Solutions—Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, 2024 vs. 2023 2024 2023 Variance ($) Variance (%) Sales $ 637.9 $ 640.8 $ (2.9) (0.5) % Gross Profit 143.5 132.0 11.5 8.7 % Gross Profit Margin 22.5 % 20.6 % SG&A Expenses $ 61.2 $ 70.9 $ (9.7) (13.7) % SG&A Expenses (% of Sales) 9.6 % 11.1 % Operating Income $ 74.6 $ 54.5 $ 20.1 36.9 % Operating Margin 11.7 % 8.5 % Cryo Tank Solutions segment sales decreased by $2.9 million during 2024 as compared to 2023 to $637.9 million.
The following tables include key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the years ended December 31, 2025 and 2024 (dollar amounts in millions): Cryo Tank Solutions—Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, 2025 vs. 2024 2025 2024 Variance ($) 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.
Strong order activity contributed to ending total backlog of $4,845.1 million as of December 31, 2024 compared to $4,278.8 million as of December 31, 2023. We had consolidated orders of $5,006.8 million for the year ended December 31, 2024 compared to $4,140.2 million for the year ended December 31, 2023.
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.
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. 32 Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect.
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.
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.
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. 37 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.
During the year ended December 31, 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.
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.
Income Tax Expense Income tax expense of $78.6 million and $3.0 million for the years ended December 31, 2024 and 2023, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 24.7% and 5.2%, respectively.
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.
Also, 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 tariffs on China, certain products, and potentially other countries, as well as the possible impact of any retaliatory tariffs on products from the United States.
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.
Contractual Obligations Our material cash requirements from known contractual obligations include those related to debt and leases, refer to Note 10, “Debt and Credit Arrangements” and Note 19, “Leases”, respectively, within Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K for payments due by period.
We expect capital expenditures for 2026 to be approximately $120.0 million. 34 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.
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.
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.
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.
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.
Our commercial commitments as of December 31, 2024, 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 2025 Expiring in 2026 and beyond Standby letters of credit $ 277.5 $ 113.1 $ 164.4 Bank guarantees 173.8 102.3 71.5 Total commercial commitments $ 451.3 $ 215.4 $ 235.9 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.
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.
The increase in orders versus the year ended 23 December 31, 2023 was largely driven by strong order activity in Heat Transfer Systems, Specialty Products, and Repair, Service & Leasing.
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.
The tables below represent orders received and backlog by segment for the periods indicated (dollar amounts in millions): Year Ended December 31, 2024 2023 Orders Cryo Tank Solutions $ 582.9 $ 608.8 Heat Transfer Systems 1,467.7 1,114.2 Specialty Products 1,562.0 1,341.6 Repair, Service & Leasing 1,393.3 1,100.8 Intersegment eliminations 0.9 (25.2) Consolidated $ 5,006.8 $ 4,140.2 As of December 31, 2024 2023 Backlog Cryo Tank Solutions $ 290.3 $ 361.9 Heat Transfer Systems 2,097.4 1,716.5 Specialty Products 1,888.1 1,631.1 Repair, Service & Leasing 577.1 587.9 Intersegment eliminations (7.8) (18.6) Consolidated $ 4,845.1 $ 4,278.8 Orders and Backlog for the Year Ended and As of December 31, 2024 Compared to the Year Ended and As of December 31, 2023 Cryo Tank Solutions segment orders for 2024 were $582.9 million, as compared to $608.8 million for 2023, a decrease of $25.9 million.
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.
Sources and Uses of Cash Our cash and cash equivalents totaled $308.6 million as of December 31, 2024, which represents an increase of $120.3 million from the balance at December 31, 2023. Our foreign subsidiaries held cash of $281.6 million and $170.1 million at December 31, 2024 and 2023, respectively.
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 $281.6 million at December 31, 2025 and 2024, respectively.
Management’s estimates regarding future cash flows, selection of discount rates and estimated tax benefits are subject to change due to various economic factors and changes to the assumptions and estimates used throughout the steps described above and may result in a significantly different estimate of the fair value of indefinite-lived intangible assets which could result in a different assessment of the recoverability of these assets and result in future impairment charges.
Management’s estimates regarding future cash flows, selection of discount rates and estimated tax benefits are subject to change due to various economic factors and changes to the assumptions and estimates used throughout the steps described above and may result in a significantly different estimate of the fair value of indefinite-lived intangible assets which could result in a different assessment of the recoverability of these assets and result in future impairment charges. 36 As of October 1, 2025, 2024 and 2023, we elected to bypass the Step 0 test and based on our Step 1 test, we determined that the fair value of each of our indefinite-lived intangible assets was greater than its respective carrying value.
We have a Co-investment agreement with I Squared Capital (“ISQ”) which gives ISQ the right, but not the obligation, to require Chart to acquire all (and not less than all) of the shares of HTEC common stock acquired as part of ISQ’s investment (the “Put Option”).
We have a co-investment agreement with certain affiliates of MSD Partners, L.P., (collectively, “BDT&MSD”) which gives BDT&MSD the right, but not the obligation, to require Chart to acquire all (and not less than all) of the shares of HTEC common stock acquired as part of BDT&MSD’s investment (the “Put Option”).
Heat Transfer Systems—Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, 2024 vs. 2023 2024 2023 Variance ($) Variance (%) Sales $ 1,035.3 $ 891.2 $ 144.1 16.2 % Gross Profit 299.0 246.8 52.2 21.2 % Gross Profit Margin 28.9 % 27.7 % SG&A Expenses $ 45.6 $ 54.1 $ (8.5) (15.7) % SG&A Expenses (% of Sales) 4.4 % 6.1 % Operating Income (Loss) $ 233.3 $ 175.8 $ 57.5 32.7 % Operating Margin 22.5 % 19.7 % Heat Transfer Systems segment sales increased by $144.1 million to $1,035.3 million during 2024 as compared to 2023.
Heat Transfer Systems—Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, 2025 vs. 2024 2025 2024 Variance ($) 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.
Heat Transfer Systems segment backlog totaled a $2,097.4 million as of December 31, 2024 compared to $1,716.5 million as of December 31, 2023, an increase of $380.9 million. Specialty Products segment orders for 2024 were $1,562.0 million compared to $1,341.6 million for 2023, an increase of $220.4 million.
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 segm ent orders for 2025 were $2,080.9 million compared to $1,562.0 million for 2024, an increase of $518.9 million.
Repair, Service & Leasing—Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, 2024 vs. 2023 2024 2023 Variance ($) Variance (%) Sales $ 1,372.7 $ 1,029.2 $ 343.5 33.4 % Gross Profit 645.2 440.2 205.0 46.6 % Gross Profit Margin 47.0 % 42.8 % SG&A Expenses $ 150.0 $ 116.1 $ 33.9 29.2 % SG&A Expenses (% of Sales) 10.9 % 11.3 % Operating Income $ 350.5 $ 203.3 $ 147.2 72.4 % Operating Margin 25.5 % 19.8 % Repair, Service & Leasing segment sales increased by $343.5 million to $1,372.7 million during 2024 as compared to 2023.
Repair, Service & Leasing—Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, 2025 vs. 2024 2025 2024 Variance ($) 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 $1,303.7 million during 2025 as compared to 2024.
We have a 35.8 million euro investment commitment for the Clean H2 Infra Fund as mentioned in Note 6, “Investments” within Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K. Funding is required when the fund manager issues a capital call, which shall not exceed 30% of our capital commitment in any rolling 12-month period.
Further information is located in Note 5, “Investments” within Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K. We have a 33.8 million euro investment commitment for the Clean H2 Infra Fund as mentioned in Note 5, “Investments” within Item 15, “Exhibits and Financial Statement Schedules” of this Annual Report on Form 10-K.
Specialty Products—Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, 2024 vs. 2023 2024 2023 Variance ($) Variance (%) Sales $ 1,114.3 $ 819.9 $ 294.4 35.9 % Gross Profit 301.1 221.4 79.7 36.0 % Gross Profit Margin 27.0 % 27.0 % SG&A Expenses 106.6 $ 82.6 $ 24.0 29.1 % SG&A Expenses (% of Sales) 9.6 % 10.1 % Operating Income 173.1 $ 119.7 $ 53.4 44.6 % Operating Margin 15.5 % 14.6 % Specialty Products segment sales increased by $294.4 million to $1,114.3 million during 2024 as compared to 2023.
Specialty Products—Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, 2025 vs. 2024 2025 2024 Variance ($) 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.
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 2025 to be approximately $110.0 million.
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.
Interest Expense, Net The following table presents the components of interest expense, net (dollars in millions): Year Ended December 31, 2024 2023 Interest expense term loans due March 2030 $ 133.0 $ 119.5 Interest expense senior secured notes due 2030 108.9 109.7 Interest expense senior unsecured notes due 2031 48.2 48.6 Interest expense senior secured revolving credit facility due April 2029 30.3 27.7 Interest expense convertible notes due November 2024 2.5 2.4 Financing costs amortization 19.1 17.2 Interest income (11.2) (26.4) Capitalized interest (6.3) (4.6) Discontinued operations interest expense, net — (8.9) Other 4.0 3.9 Interest expense, net $ 328.5 $ 289.1 26 The increase in interest expense, net, is primarily due to higher borrowings outstanding, specifically our term loans due March 2030, which were outstanding for a full twelve months in 2024 as compared to nine and a half months in 2023.
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.
Specialty Products segment operating income increased by $53.4 million during 2024 as compared to 2023 driven by higher sales and improved SG&A costs as a percentage of sales. This improvement also led to an increase in operating margin from 14.6% in 2023 to 15.5% in 2024.
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.
The effective income tax rate of 5.2% for the year ended December 31, 2023 differed from the U.S. federal statutory rate of 21% primarily due to tax benefits associated with the Howden integration, release of previously booked valuation allowances, research and developments credits and share-based compensation offset of income earned by certain of our foreign entities being taxed at higher rates than the federal statutory rate.
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.
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.
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.
Management must make assumptions, judgments and estimates to determine our deferred tax assets and liabilities, current provision for income taxes and valuation allowances.
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.
Cryo Tank Solutions SG&A expenses decreased during 2024 as compared to 2023, and SG&A expenses as a percentage of sales improved by 150 basis p oints. The decrease in SG&A expenses in both absolute dollars and as a percentage of sales is due to improved resource utilization and realized synergies in both our cost structure and commercial activities.
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 p oints. 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.
See Item 1A. “Risk Factors” and Item 3, “Legal Proceedings” for further information. Foreign Operations Our foreign operations accounted for 60.1% of 2024 consolidated sales and 51.3% of total property, plant and equipment at December 31, 2024.
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.
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.
We also have a unique offering for the Nexus of Clean™ – clean power, clean water, clean food and clean industrials.
Heat Transfer Systems sales were negatively impacted by foreign currency impacts of about $2.4 million. The increase in sales was driven primarily by increased sales in traditional energy and LNG. Heat Transfer Systems segment gross profit increased by $52.2 million during 2024 as compared to 2023, and gross profit margin increased by 120 basis points.
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 primarily due to volume, and the increase in the related margin was mainly due to overall product and project volume mix. 28 Heat Transfer Systems segment SG&A expenses decreased by $8.5 million during 2024 as compared to 2023, and SG&A expenses as a percentage of sales improved by 170 basis points.
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.
Additionally, 2023 operating cash flows was impacted by the settlement of claims related to the Pacific Fertility Clinic lawsuits in the amount of $73.0 million. Cash used in investing activities during 2024 and 2023 was $141.3 million and $3,990.1 million, respectively. During 2024 we used $120.8 million for capital expenditures and $13.1 million for investments, primarily Hy24.
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 .
We also have contingent consideration arrangements from prior acquisitions with a potential payout range of zero to $12.5 million.
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.
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. 34 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.
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.
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 $222.0 million and $47.9 million for 2024 and 2023, respectively.
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.
Heat Transfer Systems segment operating income improved $57.5 million or 32.7% and operating margin improved from 19.7% to 22.5% during 2024 as compared to 2023 through increased sales and gross margin improvement as well as improved leverage of the SG&A expenses.
The increase in SG&A expenses i s 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 expense s.
Cryo Tank Solutions segment operating income improved $20.1 million or 36.9% and operating margin improved from 8.5% to 11.7% primarily as a result the improved gross margin generated in engineered tanks and general industrial products as well as the generation of comparable year over year sales while decreasing our SG&A expenses.
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.
Specialty Products segment gross profit increased by $79.7 million during 2024 as compared to 2023 largely due to the additional sales while margin was flat. The flat margin is largely impacted by start up costs associated with the ramp up of the new facility addition in Theodore, Alabama.
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 $24.0 million during 2024 as com pared to 2023 primarily driven by ownership of Howden for the entire period of 2024 versus a partial period in 2023 as well as increased sales.
Specialty Products segment SG&A expenses increased by $21.6 million during 2025 as com pared 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.
The gross profit margin was impacted by synergies achieved as well as field service work that took place during the second and third quarters of 2024. Repair, Service & Leasing segment SG&A expenses increased by $33.9 million during 2024 as compared to 2023. SG&A expenses as a percentage of sales improved by 40 basis points.
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.
Specialty Products segment backlog totaled a $1,888.1 million as of December 31, 2024, compared to $1,631.1 million as of December 31, 2023, an increase of $257.0 million. Repair, Service & Leasing segment orders for 2024 were $1,393.3 million compared to $1,100.8 million in 2023, an increase of $292.5 million.
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.
As additional information becomes available, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. Revenue Recognition: Revenue is recognized when (or as) we satisfy performance obligations by transferring a promised good or service, an asset, to a customer.
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.
Gross profit in 2024 increased by $348.4 million from $1,040.4 million to $1,388.8 million or 33.5% compared to 2023. The increase in gross profit was primarily driven by higher sales and improved margins, which were largely attributed to a higher mix of Repair, Service & Leasing sales along with improved productivity.
Gross profit in 2025 increased by $49.0 million from $1,388.8 million to $1,437.8 million or 3.5% co mpared 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.
Years Ended December 31, 2024 and 2023 Cash provided by operating activities during 2024 was $503.0 million, an increase of $335.8 million from 2023, primarily due to operating performance and cash management. This was partially offset by higher interest payments in 2024.
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.
Cryo Tank Solutions segment backlog totaled $290.3 million as of December 31, 2024, compared to $361.9 million as of December 31, 2023, a decrease of $71.6 million. 30 Heat Transfer Systems segment orders for 2024 were $1,467.7 million compared to $1,114.2 million for 2023, an increase of $353.5 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.
Further information can be found in our Annual Sustainability report which we expect to release in April 2025. 2024 Highlights Comparisons included in the discussion that follows are for fiscal year 2024 versus fiscal year 2023.
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.
Consolidated sales were $4,160.3 million in the year ended December 31, 2024 compared to $3,352.5 million in the year ended December 31, 2023 with growth in all four segments when removing any impact related to foreign currency fluctuations.
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.
The increase in SG&A expenses was largely driven by the ownership of Howden for all of 2024 versus part of 2023 as well as increased sales. Repair, Service & Leasing segment operating income improved by $147.2 or 72.4% largely driven by the increased sales and improved gross profit.
The increase in SG&A expenses was d riven 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.
Consolidated gross profit margin for the year ended December 31, 2024 of 33.4% increased from 31.0% for the year ended December 31, 2023. Operating margin for the year ended December 31, 2024 of 15.6% increased from 11.7% for the year ended December 31, 2023.
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.
Repair, Service & Leasing segment gross profit increased by $205.0 million to $645.2 million during 2024 as compared to 29 2023, and gross profit margin increased by 420 basis points to 47.0%. The increase in gross profit was largely driven by Howden results impacting the entire 2024 year versus part of 2023.
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%.
Removed
On March 17, 2023, we completed the acquisition of Howden (the “Howden Acquisition”), a leading global provider of mission critical air and gas handling products and services, from affiliates of KPS Capital Partners, LP.
Added
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”).
Removed
Results from continuing operations include results of Howden from the date of acquisition and exclude Roots™ (“Roots”) business financial results for our entire ownership period of March 17, 2023 through the divestiture date, August 18, 2023. The financial information presented and discussion of results that follows is presented on a continuing operations basis unless stated otherwise.
Added
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.
Removed
Moreover, unrest in the Middle East may impact our business and operations and has strained global supply chains, including those dependent on Red Sea shipping routes.
Added
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.
Removed
The increases in gross profit margin and operating margin from the year ended December 31, 2023 were driven by our continued execution of commercial and cost synergies, improved mix of the business as well as improved selling, general and administrative expenses as a percentage of sales.
Added
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.
Removed
When removing the negative foreign currency impacts of $27.1 million, all four segments’ sales increased year over year.
Added
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.
Removed
This increase was driven largely by Howden results impacting the entire first quarter of 2024 versus a partial period in the first quarter of 2023 , commercial synergies achieved in the Repair, Service & Leasing segment, strong execution of the backlog in Heat Transfer Systems as well as higher sales in Specialty Products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−0 removed6 unchanged
Biggest changeA hypothetical further 10% strengthening of the U.S. dollar versus the euro or Chinese yuan would lower our operating income for the year ended December 31, 2024 by approximately $14.3 million or $13.1 million, respectively. 35 EUR Revolver Borrowings: Additionally, assuming no changes in the euro 78.0 million in EUR Revolver Borrowings outstanding under the senior secured revolving credit facility due April 2029 and an additional 100 basis points (1 percent) strengthening in the U.S. dollar in relation to the euro as of the beginning of 2024, during the year ended December 31, 2024, our additional unrealized foreign currency gain would be approximately $0.8 million on a pre-tax basis.
Biggest changeEUR Revolver Borrowings: Additionally, assuming no changes in the euro 78.0 million in EUR Revolver Borrowings outstanding under the senior secured revolving credit facility due April 2029 and an additional 100 basis points (1 percent) strengthening in the U.S. dollar in relation to the euro as of the beginning of 2025, during the year ended December 31, 2025, our additional unrealized foreign currency gain would be approximately $1.0 million on a pre-tax basis.
The financial statements of foreign subsidiaries are translated into their U.S. dollar equivalents at end-of-period exchange rates for assets and liabilities, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are components of other comprehensive (loss) income as reported in the consolidated statements of income and comprehensive income (loss).
The financial statements of foreign subsidiaries are translated into their U.S. dollar equivalents at end-of-period exchange rates for assets and liabilities, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are components of other comprehensive (loss) income as reported in the consolidated statements of income and comprehensive income.
Transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in the consolidated statements of income and comprehensive income (loss) as a component of foreign currency gain.
Transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized in the consolidated statements of income and comprehensive income as a component of foreign currency gain.
Derivative Instruments: We enter into foreign currency contracts not designated as hedging instruments to mitigate foreign currency risk for anticipated and firmly committed foreign currency transactions. At December 31, 2024, a hypothetical 10% weakening of the U.S. dollar would not materially affect our outstanding foreign exchange forward contracts.
Derivative Instruments: We enter into foreign currency contracts not designated as hedging instruments to mitigate foreign currency risk for anticipated and firmly committed foreign currency transactions. At December 31, 2025, a hypothetical 10% weakening of the U.S. dollar would not materially affect our outstanding foreign exchange forward contracts.
The call was structured with a strike price higher than our cost basis in such investments, thereby limiting any foreign exchange losses to approximately $11.4 million on a pre-tax basis. We do not use derivative financial instruments for speculative or trading purposes. The terms of the contracts are generally one to three years. 36
The call was structured with a strike price higher than our cost basis in such investments, thereby limiting any foreign exchange losses to approximately $52.1 million on a pre-tax basis. We do not use derivative financial instruments for speculative or trading purposes. The terms of the contracts are generally one to three years. 39
If interest rates were to increase 100 basis points (1 percent) from the weighted-average interest rate of 7.0% at December 31, 2024, and assuming no changes in the $205.0 million of borrowings outstanding under the senior secured revolving credit facility due April 2029 at December 31, 2024, our additional annual expense would be approximately $2.1 million on a pre-tax basis.
If interest rates were to increase 100 basis points (1 percent) from the weighted-average interest rate of 5.8% at December 31, 2025, and assuming no changes in the $281.7 million of borrowings outstanding under the senior secured revolving credit facility due April 2029 at December 31, 2025, our additional annual expense would be approximately $2.8 million on a pre-tax basis.
If interest rates were to increase 100 basis points (1 percent) from the interest rate for our term loan of 7.1% at December 31, 2024, and assuming no changes in the $1,581.0 million of borrowings outstanding under the term loan at December 31, 2024, our additional annual expense would be approximately $15.8 million on a pre-tax basis.
If interest rates were to increase 100 basis points (1 percent) from the interest rate for our term loan of 6.5% at December 31, 2025, and 38 assuming no changes in the $1,406.0 million of borrowings outstanding under the term loan at December 31, 2025, our additional annual expense would be approximately $14.1 million on a pre-tax basis.
As disclosed in Note 10, “Debt and Credit Arrangements,” we have an out-of-the-money protective call while writing a put option with a strike price at which the premium received is equal to the premium of the protective call purchased, which involved no initial capital outlay.
We have an out-of-the-money protective call while writing a put option with a strike price at which the premium received is equal to the premium of the protective call purchased, which involved no initial capital outlay.
During 2024, the U.S. dollar strengthened in relation to the Czech koruna by 8%, the euro by 6%, the Indian rupee by 3%, the South African rand by 3%, the Chinese yuan by 2%, and British pound by 1%.
During 2025, the U.S. dollar weakened in relation to the Czech koruna by 15%, the euro by 12%, the South African rand by 12%, the British pound by 7%, and the Chinese yuan by 2% and strengthened in relation to the Indian rupee by 5%.
Added
A hypothetical 10% strengthening of the U.S. dollar versus the euro or Chinese yuan would lower our operating income for the year ended December 31, 2025 by approximately $14.3 million or $11.1 million, respectively.

Other GTLS 10-K year-over-year comparisons