CHART INDUSTRIES INC (GTLS)

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

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

Overview

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

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

Terminated Merger Agreement

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

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

Baker Hughes Merger Agreement

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

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

Macroeconomic Impacts

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

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

Environmental, Social, Governance

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

First Quarter 2026 Highlights

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

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

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

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

Selected Financial Information

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

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

Overview

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

Terminated Merger Agreement

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

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

Baker Hughes Merger Agreement

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

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

Macroeconomic Impacts

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

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Environmental, Social, Governance

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

2025 Highlights

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

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

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

Operating Results

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

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(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.

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

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

Selected Segment Financial Information

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