8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2021

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (770) 721-8800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On January 18, 2021, Chart Industries, Inc. (the “Company”) announced that it intends to list its common stock, par value $0.01 (the “Common Stock”) on the New York Stock Exchange (the “NYSE”) under its current symbol “GTLS”. The Company expects that its Common Stock will begin trading on the NYSE on February 1, 2021. The Company’s Board of Directors approved the transfer to the NYSE on December 15, 2020.

Also on January 18, 2021, the Company informed the Nasdaq Stock Market (“Nasdaq”) that it (i) intends to transfer its listing to the NYSE and (ii) plans to request that Nasdaq cease trading of the Company’s Common Stock effective at the close of the market on January 29, 2021.

A copy of the press release announcing the anticipated transfer to the NYSE is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

EX-99.1

Exhibit 99.1

Chart Industries Announces Transfer to the New York Stock Exchange

Atlanta, GA | January 18, 2021 | Chart Industries, Inc. (“Chart”) today announced that it intends to transfer the listing of its common stock to the New York Stock Exchange (“NYSE”) from the NASDAQ stock exchange effective February 1, 2021. Chart’s common stock will continue to trade under the ticker symbol GTLS. The stock will continue to trade on the NASDAQ until the transfer is complete. The transfer is expected to be seamless for the Company’s investors and shareholders.

“We are pleased to join the NYSE, the world’s largest stock exchange with world-class listed companies, to further reach global investors and shareholders,” stated Jill Evanko, Chart’s CEO and President. “With four of our top five customers also listed on the NYSE, we believe this will enhance our exposure to them and further develop new and existing partnerships.”

“As an industrial engineering and manufacturing leader, Chart Industries is an organization dedicated to helping transform and execute the clean energy goals of companies across the globe. We are excited to welcome Chart to the NYSE community, where it will join other leading innovators and disruptors.” said John Tuttle, Vice Chairman and Chief Commercial Officer, NYSE Group.

About Chart Industries, Inc.

Chart Industries, Inc. is a leading independent global manufacturer of highly engineered equipment servicing multiple applications in the Energy and Industrial Gas markets. Our unique product portfolio is used in every phase of the liquid gas supply chain, including upfront engineering, service and repair. Being at the forefront of the clean energy transition, Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 Capture amongst other applications. We are committed to excellence in environmental, social and corporate governance (ESG) issues both for our company as well as our customers. With over 25 global locations 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. To learn more, visit www.chartindustries.com.

FORWARD-LOOKING STATEMENTS

Certain statements made in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the Company’s business plans, including statements regarding pending acquisitions, completed acquisitions, cost synergies and efficiency savings, objectives, future orders, revenues, margins, earnings or performance, liquidity and cash flow, capital expenditures, business trends, governmental initiatives, including executive orders and other information that is not historical in nature. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” or the negative of such terms or comparable terminology.

Forward-looking statements contained in this press release or in other statements made by the Company are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those matters expressed or implied by forward-looking statements. Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements include: the Company’s ability to successfully integrate recent acquisitions and achieve the anticipated revenue, earnings, accretion and other benefits from these acquisitions; risks relating to the recent outbreak and continued uncertainty associated with the coronavirus (COVID-19) and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recent Annual Report on Form 10-K filed with the SEC and Quarterly Reports on Form 10-Q, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement.

For more information, click here:

http://ir.chartindustries.com/

Investor RelationsContact – Chart Industries: