Chart Industries (GTLS) investor relations material

Executive summary

• Entered into a definitive merger agreement with Baker Hughes at $210 per share; stockholders approved the merger with 99% in favor, pending regulatory approvals and other customary conditions.

• Paid a $266 million termination fee to Flowserve, with $258 million funded by Baker Hughes, following the termination of a prior merger agreement.

• Orders for the quarter rose to $1,680.4 million, up 43.9% year-over-year, driven by Heat Transfer Systems and Specialty Products; backlog increased to $6,049.5 million.

• Q3 2025 sales reached $1,100.6 million, up 3.6% year-over-year; gross margin held at 34.1%.

• Adjusted operating income was $251.5 million (22.9% margin); adjusted EPS $2.78, up 27.5%.

Financial highlights

• Q3 2025 reported operating loss was $88.5 million, primarily due to a $266 million termination fee; adjusted EBITDA was $277.1 million (25.2% of sales).

• Net loss attributable to common shareholders for Q3 2025 was $145.3 million, compared to net income of $62.2 million in Q3 2024.

• Diluted EPS for Q3 2025 was $(3.23), down from $1.33 in Q3 2024; adjusted EPS was $2.78, up 27.5%.

• For the nine months ended September 30, 2025, sales increased 4.3% to $3,184.4 million; net loss attributable to common shareholders was $33.3 million.

• Free cash flow was $94.7 million; net cash from operating activities was $203.9 million for the nine months ended September 30, 2025.

Outlook and guidance

• No 2025 guidance provided due to pending Baker Hughes acquisition.

• Management expects to meet ongoing cash requirements with existing cash, operations, and available credit facilities; no unusual cash requirements anticipated for the remainder of 2025.

• Base order momentum expected to continue, but no large orders anticipated in Q4 2025.