--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-303777" form_type: "8-K" ticker: "GTLS" cik: "0000892553" company_name: "CHART INDUSTRIES INC" filed_at: "2022-12-13T23:59:59+00:00" generated_at: "2026-06-21T05:52:07.955330+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "medium" source: SEC EDGAR --- # Chart Industries issues 5.9M common shares and 8.05M depositary shares for mandatory convertible preferred ## Summary - Issued 5,923,670 common shares in underwritten offering led by Morgan Stanley; closed Dec 13, 2022. - Issued 8,050,000 depositary shares (each 1/20th interest in 6.75% Series B Mandatory Convertible Preferred, $1,000 liquidation preference). - Mandatory convertible preferred pays 6.75% cumulative dividend; converts on Dec 15, 2025 into 0.3526-0.4231 common per depositary share. - Certificate of Designations filed to establish preferences and conversion terms for the preferred stock. ## SEC filing metadata - accession: 0001193125-22-303777 - form_type: 8-K - ticker: GTLS - cik: 0000892553 - company_name: CHART INDUSTRIES INC - filed_at: 2022-12-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: medium - sec_items: 1.01, 3.03, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/892553/000119312522303777/0001193125-22-303777-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/892553/000119312522303777/d404334d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-303777 - JSON: https://secwatch.observer/filing/0001193125-22-303777.json - Plain text: https://secwatch.observer/filing/0001193125-22-303777.txt ## Key facts - Governance Changes CHART INDUSTRIES INC: Filed Certificate of Designations for Mandatory Convertible Preferred Stock with the Secretary of State of Delaware, establishing preferences, limitations and relative rights (effective 2022-12-13). - Change: charter amendment - Effective: 2022-12-13 source text: On December 13, 2022, Chart filed the Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Mandatory Convertible Preferred Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/892553/000119312522303777/0001193125-22-303777-index.htm - Material Agreements CHART INDUSTRIES INC entered into Deposit Agreement with Computershare Inc. and Computershare Trust Company, N.A. valued at Agreement for deposit of Mandatory Convertible Preferred Stock and issuance of depositary receipts (effective 2022-12-13). - Action: entry - Counterparty: Computershare Inc. and Computershare Trust Company, N.A. - Value: Agreement for deposit of Mandatory Convertible Preferred Stock and issuance of depositary receipts - Effective: 2022-12-13 source text: In connection with the Preferred Stock Offering, Chart entered into a deposit agreement (the “ Deposit Agreement ”), dated December 13, 2022, by and among the Chart, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “ Depositary ”), and the holders from time to time of the depositary receipts (the “ Depositary Receipts ”), a form of which is included therein (the “ Form of Depositary Receipt ”). evidence_url: https://www.sec.gov/Archives/edgar/data/892553/000119312522303777/0001193125-22-303777-index.htm - Material Agreements CHART INDUSTRIES INC entered into Preferred Stock Underwriting Agreement with Morgan Stanley & Co. LLC valued at Issued and sold an aggregate of 8,050,000 depositary shares, each representing a 1/20th interest in (effective 2022-12-08). - Action: entry - Agreement: underwriting - Counterparty: Morgan Stanley & Co. LLC - Value: Issued and sold an aggregate of 8,050,000 depositary shares, each representing a 1/20th interest in - Effective: 2022-12-08 source text: On December 8, 2022, Chart entered into an underwriting agreement (the “ Preferred Stock Underwriting Agreement ”) with Morgan Stanley, as representative of the several underwriters named in Schedule 1 thereto (collectively, the “ Preferred Stock Underwriters ,” and together with the Common Stock Underwriters, the “ Underwriters ”), pursuant to which Chart issued and sold an aggregate of 8,050,000 depositary shares (the “ Depositary Shares ”), each representing a 1/20th interest in a share of Chart’s 6.75% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.01 per share (the “ Mandatory Convertible Preferred Stock ”), which included the full exercise of the underwriters’ option to purchase additional shares. evidence_url: https://www.sec.gov/Archives/edgar/data/892553/000119312522303777/0001193125-22-303777-index.htm - Material Agreements CHART INDUSTRIES INC entered into Common Stock Underwriting Agreement with Morgan Stanley & Co. LLC valued at Issued and sold an aggregate of 5,923,670 shares of common stock, $0.01 par value per share (effective 2022-12-08). - Action: entry - Agreement: underwriting - Counterparty: Morgan Stanley & Co. LLC - Value: Issued and sold an aggregate of 5,923,670 shares of common stock, $0.01 par value per share - Effective: 2022-12-08 source text: On December 8, 2022, Chart Industries, Inc. (“ Chart ”) entered into an underwriting agreement (the “ Common Stock Underwriting Agreement ”) with Morgan Stanley & Co. LLC (“ Morgan Stanley ”), as representative of the several underwriters named in Schedule 1 thereto (collectively, the “ Common Stock Underwriters ”), pursuant to which Chart issued and sold an aggregate of 5,923,670 shares of common stock, $0.01 par value per share (the “ Common Stock ”). evidence_url: https://www.sec.gov/Archives/edgar/data/892553/000119312522303777/0001193125-22-303777-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.