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Chart Industries (NYSE: GTLS) CAO receives stock award and surrenders shares for taxes

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Filing Sentiment
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Form Type
4

Rhea-AI Filing Summary

Chart Industries Chief Accounting Officer Mark Durham reported compensation-related share movements. He acquired 689 shares of common stock at no cost upon vesting of performance units granted under the 2017 Omnibus Equity Plan. To cover tax withholding, 345 shares were surrendered at $206.94 per share. Following these transactions, he directly holds 3,181 shares of Chart Industries common stock.

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Insider Durham Mark
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Common stock, par value $0.01 per share 689 $0.00 --
Tax Withholding Common stock, par value $0.01 per share 345 $206.94 $71K
Holdings After Transaction: Common stock, par value $0.01 per share — 3,526 shares (Direct)
Footnotes (1)
  1. Represents performance units granted on April 3, 2023, under the Chart Industries, Inc. 2017 Omnibus Equity Plan, that have vested and are paid out in shares of common stock. The reporting person surrendered 345 shares to satisfy tax withholding liabilities in an exempt transaction under Rule 16b-3.
Shares acquired 689 shares Stock award from vested performance units on April 1, 2026
Shares surrendered for taxes 345 shares Tax withholding disposition at $206.94 per share
Tax withholding price $206.94/share Value of shares surrendered to satisfy tax liabilities
Shares held after transaction 3,181 shares Direct ownership following April 1, 2026 transactions
Par value $0.01 per share Common stock par value for reported securities
performance units financial
"Represents performance units granted on April 3, 2023, under the Chart Industries, Inc. 2017 Omnibus Equity Plan"
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
2017 Omnibus Equity Plan financial
"granted on April 3, 2023, under the Chart Industries, Inc. 2017 Omnibus Equity Plan"
Rule 16b-3 regulatory
"The reporting person surrendered 345 shares to satisfy tax withholding liabilities in an exempt transaction under Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
tax withholding liabilities financial
"The reporting person surrendered 345 shares to satisfy tax withholding liabilities in an exempt transaction"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Durham Mark
(Last)(First)(Middle)
8665 NEW TRAILS DRIVE, SUITE 100
(Street)
THE WOODLANDS TEXAS 77381
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CHART INDUSTRIES INC [ GTLS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common stock, par value $0.01 per share(1)04/01/2026A689A$03,526D
Common stock, par value $0.01 per share04/01/2026F(2)345D$206.943,181D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents performance units granted on April 3, 2023, under the Chart Industries, Inc. 2017 Omnibus Equity Plan, that have vested and are paid out in shares of common stock.
2. The reporting person surrendered 345 shares to satisfy tax withholding liabilities in an exempt transaction under Rule 16b-3.
Remarks:
/s/ Mark Durham, by Gregory J. Dziak, his attorney-in-fact04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did GTLS insider Mark Durham report in this Form 4 filing?

Mark Durham reported receiving 689 shares of Chart Industries common stock as a stock-based compensation award. He simultaneously surrendered 345 shares to cover tax withholding obligations, resulting in a net increase in his directly held shares to 3,181.

How many GTLS shares did Mark Durham acquire and at what cost?

Mark Durham acquired 689 shares of Chart Industries common stock at a price of $0.00 per share. These shares reflect the payout of previously granted performance units under the company’s 2017 Omnibus Equity Plan, rather than an open-market purchase.

Why were 345 GTLS shares surrendered by Mark Durham?

Durham surrendered 345 shares of Chart Industries common stock to satisfy tax withholding liabilities. The shares were valued at $206.94 each, and the transaction was treated as an exempt tax-withholding disposition under Rule 16b-3, not an open-market sale.

How many GTLS shares does Mark Durham hold after these transactions?

After the reported award and tax-withholding surrender, Mark Durham directly holds 3,181 shares of Chart Industries common stock. This reflects his updated ownership position following the vesting of performance units and the related tax settlement.

What equity plan governed the GTLS performance units granted to Mark Durham?

The performance units that vested into 689 shares for Mark Durham were granted under the Chart Industries, Inc. 2017 Omnibus Equity Plan. Upon vesting, these units were paid out in common stock, consistent with the plan’s equity compensation structure.

Was Mark Durham’s GTLS Form 4 transaction an open-market trade?

No, the Form 4 shows compensation-related share activity rather than open-market trading. Durham received shares from vested performance units and surrendered some shares solely to satisfy tax withholding, an exempt transaction under Rule 16b-3.