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Item 2 — Management's Discussion and Analysis
Chart Industries, Inc. · 10-Q · Q1 FY2026 · Period ended Mar 31, 2026
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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 $1,001.5 million in the three months ended March 31, 2025. Compared to the first quarter of 2025, sales were down 11.7% driven by decreases in each of the segments. Consolidated gross profit margin for the three months ended March 31, 2026 of 28.4% was down compared with 33.9% for the three months ended March 31, 2025, primarily as the result of reduced volumes, unfavorable product mix and the impact of tariffs on certain of our products.
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Consolidated Results for the Three Months Ended March 31, 2026 and 2025, and December 31, 2025
The following table includes key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the three months ended March 31, 2026 and 2025 and December 31, 2025 (dollars in millions).
Selected Financial Information
Three Months Ended Current Quarter vs. Prior Year Same Quarter Current Quarter vs. Prior Sequential Quarter
March 31, 2026 March 31, 2025 December 31, 2025 Variance ($) Variance (%) Variance ($) Variance (%)
Sales
Cryo Tank Solutions $ 145.6 $ 153.2 $ 163.9 $ (7.6) (5.0) % $ (18.3) (11.2) %
Heat Transfer Systems 246.1 267.3 325.8 (21.2) (7.9) % (79.7) (24.5) %
Specialty Products 214.5 276.1 259.5 (61.6) (22.3) % (45.0) (17.3) %
Repair, Service & Leasing 278.6 304.9 330.4 (26.3) (8.6) % (51.8) (15.7) %
Consolidated $ 884.8 $ 1,001.5 $ 1,079.6 $ (116.7) (11.7) % $ (194.8) (18.0) %
Gross Profit
Cryo Tank Solutions $ 34.0 $ 37.2 $ 30.3 $ (3.2) (8.6) % $ 3.7 12.2 %
Heat Transfer Systems 51.5 82.6 128.7 (31.1) (37.7) % (77.2) (60.0) %
Specialty Products 45.7 83.7 53.0 (38.0) (45.4) % (7.3) (13.8) %
Repair, Service & Leasing 120.2 136.3 147.3 (16.1) (11.8) % (27.1) (18.4) %
Consolidated $ 251.4 $ 339.8 $ 359.3 $ (88.4) (26.0) % $ (107.9) (30.0) %
Gross Profit Margin
Cryo Tank Solutions 23.4 % 24.3 % 18.5 %
Heat Transfer Systems 20.9 % 30.9 % 39.5 %
Specialty Products 21.3 % 30.3 % 20.4 %
Repair, Service & Leasing 43.1 % 44.7 % 44.6 %
Consolidated 28.4 % 33.9 % 33.3 %
SG&A Expenses
Cryo Tank Solutions $ 21.5 $ 17.7 $ 19.2 $ 3.8 21.5 % $ 2.3 12.0 %
Heat Transfer Systems 12.8 10.8 16.8 2.0 18.5 % (4.0) (23.8) %
Specialty Products 32.9 30.4 35.5 2.5 8.2 % (2.6) (7.3) %
Repair, Service & Leasing 40.5 38.9 56.2 1.6 4.1 % (15.7) (27.9) %
Corporate 44.3 43.2 57.0 1.1 2.5 % (12.7) (22.3) %
Consolidated $ 152.0 $ 141.0 $ 184.7 $ 11.0 7.8 % $ (32.7) (17.7) %
SG&A Expenses (% of Sales)
Cryo Tank Solutions 14.8 % 11.6 % 11.7 %
Heat Transfer Systems 5.2 % 4.0 % 5.2 %
Specialty Products 15.3 % 11.0 % 13.7 %
Repair, Service & Leasing 14.5 % 12.8 % 17.0 %
Consolidated 17.2 % 14.1 % 17.1 %
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Three Months Ended Current Quarter vs. Prior Year Same Quarter Current Quarter vs. Prior Sequential Quarter
March 31, 2026 March 31, 2025 December 31, 2025 Variance ($) Variance (%) Variance ($) Variance (%)
Operating Income (Loss)
Cryo Tank Solutions $ 10.6 $ 17.6 $ 9.3 $ (7.0) (39.8) % $ 1.3 14.0 %
Heat Transfer Systems 32.1 66.9 106.8 (34.8) (52.0) % (74.7) (69.9) %
Specialty Products 8.4 48.3 12.3 (39.9) (82.6) % (3.9) (31.7) %
Repair, Service & Leasing 45.8 62.7 53.7 (16.9) (27.0) % (7.9) (14.7) %
Corporate (44.3) (43.2) (57.0) (1.1) 2.5 % 12.7 (22.3) %
Consolidated $ 52.6 $ 152.3 $ 125.1 $ (99.7) (65.5) % $ (72.5) (58.0) %
Operating Margin
Cryo Tank Solutions 7.3 % 11.5 % 5.7 %
Heat Transfer Systems 13.0 % 25.0 % 32.8 %
Specialty Products 3.9 % 17.5 % 4.7 %
Repair, Service & Leasing 16.4 % 20.6 % 16.3 %
Consolidated 5.9 % 15.2 % 11.6 %
Results of Operations for the Three Months Ended March 31, 2026 and 2025
Sales for the first quarter of 2026 compared to the same quarter in 2025 decreased by $116.7 million, from $1,001.5 million to $884.8 million, or 11.7%. The decrease compared to the first quarter in 2025 was driven by lower sales in each segment.
Gross profit was $251.4 million for the first quarter of 2026, a decrease of $88.4 million, or 26.0%, compared to $339.8 million for the same quarter in 2025. Gross profit margin of 28.4% for the first quarter of 2026 was down 550 basis points compared to the first quarter of 2025. Lower margins in each of the segments contributed to the lower overall gross margin.
Consolidated selling, general and administrative (“SG&A”) expenses increased by $11.0 million or 7.8% during the first quarter of 2026 compared to the same quarter in 2025 due to higher professional service costs attributed to Baker Hughes acquisition related activity and the non-repeat of certain deal related adjustments recorded in the first quarter of 2025.
Amortization expense increased by $0.3 million to $46.8 million for the three months ended March 31, 2026, compared to $46.5 million for the same quarter of 2025.
Interest Expense, Net
The following table presents the components of interest expense, net (dollars in millions):
Three Months Ended March 31,
2026 2025
Interest expense term loans due March 2030 $ 21.4 $ 26.9
Interest expense senior secured notes due 2030 27.0 26.7
Interest expense senior unsecured notes due 2031 12.1 11.8
Interest expense senior secured revolving credit facility due April 2029 8.2 7.3
Financing costs amortization 4.9 4.8
Interest income (2.2) (1.2)
Capitalized interest — (0.1)
Other 1.6 0.9
Interest expense, net $ 73.0 $ 77.1
Interest expense, net decreased by $4.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, which was mainly driven by lower interest rates and lower overall debt outstanding relative to our term loans due March 2030 in the first quarter of 2026 compared to the first quarter of 2025.
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Financing costs amortization was $4.9 million and $4.8 million for the three months ended March 31, 2026 and 2025, respectively.
Income Tax (Benefit) Expense
Income tax (benefit) expense of $(12.5) million and $17.6 million for the three months ended March 31, 2026 and 2025, respectively, represents taxes on both U.S. and foreign earnings at a consolidated effective income tax rate of 46.8% and 24.5%, respectively.
The effective income tax rate of 46.8% for the three months ended March 31, 2026 differed from the U.S. federal statutory rate of 21% primarily due to a favorable income tax audit settlement and withholding taxes on foreign earnings that are not indefinitely reinvested.
The effective income tax rates of 24.5% for the three months ended March 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to income earned by certain of our foreign entities being taxed at higher rates than the U.S. federal statutory rate, withholding taxes on foreign earnings not permanently reinvested offset by the release of valuation allowances, the U.S. impact of foreign operations and research and development credits.
Net (Loss) Income Attributable to Chart Industries, Inc. from Continuing Operations
As a result of the foregoing, net (loss) income attributable to Chart Industries, Inc. from continuing operations for the three months ended March 31, 2026 and 2025 was $(17.1) million and $51.5 million, respectively.
Segment Results
Our reportable and operating segments include: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Corporate includes certain unallocated operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, risk management and share-based compensation expenses. Corporate support functions are not allocated to the segments. For further information, refer to Note 2, “Reportable Segments” of our unaudited condensed consolidated financial statements included under Item 1, “Financial Statements” in this report. The following tables include key metrics used to evaluate our business and measure our performance and represent selected financial data for our operating segments for the three months ended March 31, 2026 and 2025 (dollars in millions):
Cryo Tank Solutions — Results of Operations for the Three Months Ended March 31, 2026 and 2025
Three Months Ended Current Quarter vs. Prior Year Same Quarter
March 31, 2026 March 31, 2025 Variance ($) Variance (%)
Sales $ 145.6 $ 153.2 $ (7.6) (5.0) %
Gross Profit 34.0 37.2 (3.2) (8.6) %
Gross Profit Margin 23.4 % 24.3 %
SG&A Expenses $ 21.5 $ 17.7 $ 3.8 21.5 %
SG&A Expenses (% of Sales) 14.8 % 11.6 %
Operating Income $ 10.6 $ 17.6 $ (7.0) (39.8) %
Operating Margin 7.3 % 11.5 %
For the first quarter of 2026, Cryo Tank Solutions segment sales decreased by $7.6 million as compared to the same quarter in 2025 primarily driven by lower industrial gas sales across the globe.
During the first quarter of 2026, Cryo Tank Solutions segment gross profit decreased by $3.2 million as compared to the same quarter in 2025, and gross profit margin decreased by 90 basis points. The decrease in gross profit and gross profit margin was primarily driven by higher material costs, in part attributed to tariffs.
Cryo Tank Solutions segment SG&A expenses increased by $3.8 million during the first quarter of 2026 as compared to the same quarter in 2025.
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Heat Transfer Systems — Results of Operations for the Three Months Ended March 31, 2026 and 2025
Three Months Ended Current Quarter vs. Prior Year Same Quarter
March 31, 2026 March 31, 2025 Variance ($) Variance (%)
Sales $ 246.1 $ 267.3 $ (21.2) (7.9) %
Gross Profit 51.5 82.6 (31.1) (37.7) %
Gross Profit Margin 20.9 % 30.9 %
SG&A Expenses $ 12.8 $ 10.8 $ 2.0 18.5 %
SG&A Expenses (% of Sales) 5.2 % 4.0 %
Operating Income $ 32.1 $ 66.9 $ (34.8) (52.0) %
Operating Margin 13.0 % 25.0 %
For the first quarter of 2026, Heat Transfer Systems segment sales decreased by $21.2 million as compared to the same quarter in 2025. This decrease was due to lower sales in LNG that were offset partially by increased sales in data centers and traditional energy.
During the first quarter of 2026, Heat Transfer Systems segment gross profit decreased by $31.1 million as compared to the same quarter in 2025, and gross profit margin decreased by 1,000 basis points. The decrease in gross profit was primarily due to lower sales volumes, and the decrease in gross profit margin was primarily driven by lower sales volumes and unfavorable mix in addition to higher labor and material costs, in part driven by tariffs.
Heat Transfer Systems segment SG&A expenses increased by $2.0 million during the first quarter of 2026 as compared to the same quarter in 2025.
Specialty Products — Results of Operations for the Three Months Ended March 31, 2026 and 2025
Three Months Ended Current Quarter vs. Prior Year Same Quarter
March 31, 2026 March 31, 2025 Variance ($) Variance (%)
Sales $ 214.5 $ 276.1 $ (61.6) (22.3) %
Gross Profit 45.7 83.7 (38.0) (45.4) %
Gross Profit Margin 21.3 % 30.3 %
SG&A Expenses $ 32.9 $ 30.4 $ 2.5 8.2 %
SG&A Expenses (% of Sales) 15.3 % 11.0 %
Operating Income $ 8.4 $ 48.3 $ (39.9) (82.6) %
Operating Margin 3.9 % 17.5 %
Specialty Products segment sales decreased by $61.6 million during the first quarter of 2026 as compared to the same quarter in 2025. The decrease in Specialty Products segment sales was primarily driven by decreased sales in hydrogen, partially offset by sales increases in space exploration and nuclear.
Specialty Products segment gross profit decreased $38.0 million versus the first quarter in 2025, and gross profit margin decreased by 900 basis points. The decrease in gross profit was largely due to lower sales volume, and the decrease in gross profit margin was primarily driven by unfavorable mix in addition to higher labor and services costs.
Specialty Products segment SG&A expenses increased by $2.5 million during the first quarter of 2026 as compared to the same quarter in 2025.
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Repair, Service & Leasing — Results of Operations for the Three Months Ended March 31, 2026 and 2025
Three Months Ended Current Quarter vs. Prior Year Same Quarter
March 31, 2026 March 31, 2025 Variance ($) Variance (%)
Sales $ 278.6 $ 304.9 $ (26.3) (8.6) %
Gross Profit 120.2 136.3 (16.1) (11.8) %
Gross Profit Margin 43.1 % 44.7 %
SG&A Expenses $ 40.5 $ 38.9 $ 1.6 4.1 %
SG&A Expenses (% of Sales) 14.5 % 12.8 %
Operating Income $ 45.8 $ 62.7 $ (16.9) (27.0) %
Operating Margin 16.4 % 20.6 %
For the first quarter of 2026, Repair, Service & Leasing segment sales decreased by $26.3 million as compared to the same quarter in 2025. The decrease was primarily driven by lower sales in leasing and timing of service projects.
During the first quarter of 2026, Repair, Service & Leasing segment gross profit decreased by $16.1 million as compared to the same quarter in 2025, and gross profit margin decreased by 160 basis points. The decrease in gross profit was driven by lower sales volumes, and the decrease in gross profit margin was primarily attributable to lower sales volumes.
Repair, Service & Leasing segment SG&A expenses during the first quarter of 2026 decreased by $1.6 million compared to the first quarter 2025.
Corporate
Corporate SG&A expenses increased by $1.1 million during the three months ended March 31, 2026, as compared to the respective period in 2025.
Liquidity and Capital Resources
Debt Instruments and Related Covenants
Our debt instruments and related covenants are described in Note 9, “Debt and Credit Arrangements” to the consolidated financial statements in our 2025 Annual Report on Form 10-K and Note 8, “Debt and Credit Arrangements” to our unaudited condensed consolidated financial statements included under Item 1, “Financial Statements” in this report.
Sources and Uses of Cash
The discussion of sources and uses of cash that follows is presented on a consolidated basis. Our cash, cash equivalents, restricted cash, and restricted cash equivalents totaled $269.4 million at March 31, 2026, a decrease of $100.4 million from the balance at December 31, 2025. Our foreign subsidiaries held cash of $246.5 million and $298.8 million, at March 31, 2026, and December 31, 2025, respectively. No material restrictions exist to accessing cash held by our foreign subsidiaries. Cash equivalents are primarily invested in money market funds that invest in high quality, short-term instruments, such as U.S. government obligations, certificates of deposit, repurchase obligations, and commercial paper issued by corporations that have been highly rated by at least one nationally recognized rating organization, and in the case of cash equivalents in China, obligations of local banks. We believe that our existing cash and cash equivalents, funds available under our senior secured revolving credit facility due April 2029 or other financing alternatives, and cash provided by operations will be sufficient to meet our normal working capital needs, capital expenditures, debt repayments and investments for the foreseeable future.
Cash used in operating activities of $248.0 million for the three months ended March 31, 2026 increased from cash used in operating activities of $60.0 million for the three months ended March 31, 2025. The increase is primarily due to the timing of progress billings and vendor payments.
Cash used in investing activities was $57.5 million and $21.1 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we used $29.1 million for acquisitions, $24.8 million for capital expenditures and $3.3 million for investments in Hy24. During the three months ended March 31, 2025, we used $20.1 million for capital expenditures and $1.4 million mainly for investments in Hy24.
Cash provided by financing activities was $203.9 million and $65.7 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we borrowed $803.8 million, repaid $584.5 million in borrowings on our revolving credit facility, and paid 9.5 million in dividends to noncontrolling interests. During the three
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months ended March 31, 2025, we borrowed $746.2 million and repaid $666.6 million in borrowings on our revolving credit facility and paid $6.8 million of dividends on our mandatory convertible preferred stock.
Cash Requirements
We do not currently anticipate any unusual cash requirements for working capital needs for the year ending December 31, 2026. Management anticipates we will be able to satisfy cash requirements for our ongoing business for the foreseeable future with cash generated by operations, existing cash balances and available borrowings under our credit facilities.
The Merger Agreement provides that, upon termination of the Merger Agreement under certain specified circumstances, Chart will pay to Baker Hughes a termination fee equal to $250 million in cash. In addition, if the Merger Agreement is terminated under circumstances where such termination fee becomes payable by Chart, Chart will also be required to reimburse Baker Hughes for the $258 million Flowserve Termination Payment that Baker Hughes paid on Chart’s behalf in connection with the termination of the Flowserve Merger Agreement.
The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances related to the failure to obtain required antitrust or foreign investment law approvals, Baker Hughes shall pay to Chart a reverse termination fee equal to $500 million in cash.
We have incurred transaction-related costs in connection with the previously proposed Flowserve merger, including, but not limited to, financial advisory, legal, accounting, and other professional service fees, and we expect to incur additional transaction-related costs in the future related to the proposed merger with Baker Hughes.
We have a co-investment agreement with certain affiliates of MSD Partners, L.P., (collectively, “BDT&MSD”) which gives BDT&MSD the right, but not the obligation, to require Chart to acquire all (and not less than all) of the shares of HTEC common stock acquired as part of BDT&MSD’s investment (the “Put Option”). From and after May 1, 2025, BDT&MSD shall have the right to exercise its Put Option. Based on the put option triggers in the co-investment agreement, we do not expect any balance sheet or cash impact with respect to such option prior to 2028. Further information is located in Note 7, “Investments” to our unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Orders and Backlog
We consider orders to be those for which we have received a firm signed purchase order or other written contractual commitment from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments from customers for which work has not been performed, or is partially completed, that we have not recognized as revenue and excludes unexercised contract options and potential orders. Our backlog as of March 31, 2026 was $6,282.9 million, compared to $5,143.6 million as of March 31, 2025.
The tables below represent orders received and backlog by segment for the periods indicated (dollars in millions):
Three Months Ended
March 31, 2026 March 31, 2025 December 31, 2025
Orders
Cryo Tank Solutions $ 164.7 $ 152.6 $ 162.1
Heat Transfer Systems 372.6 220.7 208.7
Specialty Products 378.7 487.7 491.4
Repair, Service & Leasing 364.3 454.6 322.0
Consolidated $ 1,280.3 $ 1,315.6 $ 1,184.2
As of
March 31, 2026 March 31, 2025 December 31, 2025
Backlog
Cryo Tank Solutions $ 313.0 $ 318.7 $ 248.0
Heat Transfer Systems 2,307.4 2,042.2 2,141.1
Specialty Products 2,773.6 2,057.4 2,677.4
Repair, Service & Leasing 888.9 725.3 819.7
Consolidated $ 6,282.9 $ 5,143.6 $ 5,886.2
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Cryo Tank Solutions segment orders for the three months ended March 31, 2026 were $164.7 million compared to $152.6 million for the three months ended March 31, 2025. The increase in Cryo Tank Solutions segment orders during the three months ended March 31, 2026 when compared to the same quarter last year was due to increased orders throughout Europe. Cryo Tank Solutions segment backlog at March 31, 2026 totaled $313.0 million compared to $318.7 million as of March 31, 2025.
Heat Transfer Systems segment orders for the three months ended March 31, 2026 were $372.6 million compared to $220.7 million for the three months ended March 31, 2025. The increase in orders from the three months ended March 31, 2025 was driven by LNG orders for smaller scale solutions and data centers. Heat Transfer Systems segment backlog at March 31, 2026 totaled $2,307.4 million, as compared to $2,042.2 million as of March 31, 2025.
Specialty Products segment orders for the three months ended March 31, 2026 were $378.7 million compared to $487.7 million for the three months ended March 31, 2025. The decrease in Specialty Products segment orders during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily driven by lower orders in HLNG, mining, marine, hydrogen and nuclear, partially offset by order increases in space exploration and carbon capture. Specialty Products segment backlog totaled $2,773.6 million as of March 31, 2026, compared to $2,057.4 million as of March 31, 2025.
Repair, Service & Leasing segment orders for the three months ended March 31, 2026 were $364.3 million compared to $454.6 million for the three months ended March 31, 2025. The decrease in orders for the three months ended March 31, 2026 compared to the first quarter of 2025, was primarily attributable to lower retrofit orders, as the first quarter of 2025 included an especially large amount of retrofit orders. Repair, Service & Leasing segment backlog totaled $888.9 million as of March 31, 2026, compared to $725.3 million as of March 31, 2025.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. A summary of areas where we apply critical judgment can be found in our Annual Report on Form 10-K for the year ended December 31, 2025. In particular, judgment is used in areas such as goodwill, indefinite-lived intangible assets, business combinations, revenue from contracts with customers and income taxes. There have been no significant changes to our critical accounting estimates since December 31, 2025.
Forward-Looking Statements
Certain statements made in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger transaction between Chart Industries, Inc. (“Chart”) and Baker Hughes Company (“Baker Hughes”), including statements related to the expected timing of the completion of the transaction and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” “estimates,” “potential,” “intends,” “plans,” or the negative of such terms or comparable terminology.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the potential merger transaction, including the expected time period to consummate the potential merger transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Chart and Baker Hughes, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to: the risk that regulatory approvals are not obtained or are obtained subject to conditions, limitations or restrictions that are not anticipated by Chart; potential delays in consummating the proposed merger transaction, including as a result of failure to receive any regulatory approvals (or any conditions, limitations or restrictions placed on such approvals); the possibility that competing offers or acquisition proposals may be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require Chart to pay a termination fee; unforeseen or unknown liabilities; customer, stockholder, regulatory and other stakeholder approvals and support; unexpected future capital expenditures; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency or completion of the proposed merger transaction on the parties’ business relationships and business generally; risks that the proposed merger transaction disrupts current plans and operations of Chart or Baker Hughes and potential difficulties in employee retention as a result of the proposed merger transaction, as well as the risk of disruption of management and ongoing business operations during the pendency of, the proposed merger transaction; uncertainties as to whether the proposed merger transaction will be consummated on the anticipated timing or at all; changes in
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commodity prices; negative effects of this announcement, and the pendency or completion of the proposed merger transaction on the market price of Chart’s common stock and/or operating results; rating agency actions and the ability to access short- and long-term debt markets on a timely and affordable basis; various events that could disrupt operations, including severe weather, cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; labor disputes; changes in labor costs and labor difficulties; the effects of industry, market, economic, political or regulatory conditions outside of Chart’s or Baker Hughes’ control; the possibility that Baker Hughes may not be able to obtain sufficient financing or otherwise have sufficient financial resources to pay the merger consideration on a timely basis or otherwise; legislative, regulatory and economic developments targeting public companies in the industrial sector; global supply chain disruptions and the current inflationary environment; the substantial dependence of Chart’s sales on the success of the energy, chemical, power generation and general industries; economic, political and other risks associated with the international operations of Chart; slower than anticipated growth and market acceptance of new clean energy product offerings; risks related to regional conflicts and unrest, including the conflict with Iran and other turmoil in the Middle East and the conflict between Russia and Ukraine including potential energy shortages in Europe and elsewhere and volatility in energy prices; potential adverse effects resulting from U.S. governmental trade policies, including the implementation of tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; and the risks described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Other unpredictable factors or factors not discussed in this communication could also have material adverse effects on forward-looking statements.
All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Quarterly Report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as the same may be updated from time to time. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the filing date of this document or to reflect the occurrence of unanticipated events, except as otherwise required by law.