Executive Summary

Q3 2025 delivered record orders ($1.68B, +43.9% YoY) and 34.1% gross margin, but GAAP EPS was impacted by a $266M termination fee related to the Flowserve merger; adjusted EPS was $2.78 while sales were $1.10B (+3.6% YoY) .
Versus S&P Global consensus, Chart missed on adjusted EPS ($2.78 vs $3.12*), revenue ($1.10B vs $1.186B*), and EBITDA ($266.1M* vs $308.5M*); drivers included a difficult RSL comparison and the absence of large orders in Q4 guidance commentary .
Adjusted operating margin reached a record 22.9%; adjusted EBITDA was $277.1M (25.2% of sales), aided by HTS mix (LNG and data centers) and productivity improvements .
Strategic catalyst: pending Baker Hughes acquisition at $210 cash per share received shareholder approval (Oct 6) and is expected to close by mid-2026; Chart is not providing 2025 guidance due to the transaction .

What Went Well and What Went Wrong

What Went Well

Record order momentum across HTS and Specialty Products, including awards for Sempra’s Port Arthur LNG Phase 2 and a major U.S. data center heat rejection system, driving backlog to $6.05B .
Operational execution lifted profitability: adjusted operating margin hit 22.9% and adjusted EBITDA reached $277.1M (25.2% of sales), reflecting productivity and favorable project mix (more full solutions) .
Management emphasized continued strength in LNG and data centers and record safety performance (TRIR 0.37): “Our commercial momentum continues… strength in LNG and data centers... record adjusted operating income margin of 22.9%” — CEO Jill Evanko .

What Went Wrong

RSL sales declined 8.4% YoY on non-repeat, high-margin aftermarket equipment purchases and completion of a large field project in Q3 2024; RSL adjusted OI margin fell 460 bps YoY to 34.6% .
CTS sales fell 7.0% YoY with adjusted OI margin down 510 bps to 11.1% due to lower industrial gas volume and pass-through inflation impacts .
Company flagged no large orders anticipated in Q4 2025, tempering near-term upside despite strong base momentum; CFO also cited $79M semi-annual interest in Q3 affecting cash flow .

Financial Results

Headline Financials – Sequential (Q1 → Q2 → Q3 2025)

Metric	Q1 2025	Q2 2025	Q3 2025
Sales ($USD Millions)	$1,001.5	$1,082.3	$1,100.6
Gross Profit Margin %	33.9%	33.6%	34.1%
Operating Margin % (GAAP)	15.2%	15.7%	-8.0%
Adjusted Operating Margin %	19.9%	21.1%	22.9%
Diluted EPS (GAAP)	$0.99	$1.53	$(3.23)
Adjusted Diluted EPS	$1.86	$2.59	$2.78
EBITDA ($USD Millions)	$215.2	$245.1	$(29.7)
Adjusted EBITDA ($USD Millions)	$231.1	$267.3	$277.1

YoY Comparison – Q3 2024 vs Q3 2025

Metric	Q3 2024	Q3 2025
Sales ($USD Millions)	$1,062.5	$1,100.6
Gross Profit Margin %	34.1%	34.1%
Operating Margin % (GAAP)	16.8%	-8.0%
Adjusted Operating Margin %	22.2%	22.9%
Diluted EPS (GAAP)	$1.33	$(3.23)
Adjusted Diluted EPS	$2.18	$2.78
EBITDA ($USD Millions)	$248.4	$(29.7)
Adjusted EBITDA ($USD Millions)	$260.7	$277.1

Segment Breakdown

Segment	Sales Q3 2024 ($MM)	Sales Q2 2025 ($MM)	Sales Q3 2025 ($MM)	Adj. OI Margin Q3 2024	Adj. OI Margin Q2 2025	Adj. OI Margin Q3 2025
Cryo Tank Solutions (CTS)	$162.5	$155.9	$151.2	16.2%	18.2%	11.1%
Heat Transfer Systems (HTS)	$256.2	$295.3	$349.3	24.5%	25.2%	34.6%
Specialty Products (SPC)	$283.3	$292.9	$269.9	16.7%	17.2%	15.7%
Repair, Service & Leasing (RSL)	$360.5	$338.2	$330.2	39.2%	34.2%	34.6%

KPIs and Operating Metrics

KPI	Q3 2024	Q2 2025	Q3 2025
Orders ($USD Billions)	$1.168B	$1.498B	$1.680B
Backlog ($USD Billions)	$4.535B	$5.537B	$6.049B
Free Cash Flow ($USD Millions)	$174.6	$124.0	$94.7
Net Leverage Ratio	3.04	2.85	2.78
TRIR (12-month)	—	—	0.37

Guidance Changes

Metric	Period	Previous Guidance (Q1 2025)	Current Guidance (Q3 2025)	Change
Sales	FY 2025	$4.65B–$4.85B	Not provided due to Baker Hughes transaction	Withdrawn/Maintained “no guidance”
Adjusted EBITDA	FY 2025	$1.175B–$1.225B	Not provided	Withdrawn/Maintained “no guidance”
Adjusted Diluted EPS	FY 2025	$12.00–$13.00 (≈45.5M shares)	Not provided	Withdrawn/Maintained “no guidance”
Tax Rate	FY 2025	~22%	Not provided	Withdrawn/Maintained “no guidance”
Net Debt (EoY)	FY 2025	~$3B	Not provided	Withdrawn/Maintained “no guidance”
FCF	FY 2025	$550M–$600M	Not provided	Withdrawn/Maintained “no guidance”

Note: Company withdrew FY25 guidance in Q2 upon announcing Baker Hughes transaction and reiterated no FY25 guidance in Q3 .

Earnings Call Themes & Trends

Topic	Previous Mentions (Q2 2025 and Q1 2025)	Current Period (Q3 2025)	Trend
AI/Data Centers	Dedicated focus; data center pipeline expanded to ~$400M over next 12–18 months; conversion of backlog to sales in HTS; multiple discussions on cryogenic cooling, air coolers, fans	Received a heat rejection system order for one of the largest U.S. data centers; HTS sales up 36.3% YoY on data center and LNG mix	Strengthening; pipeline converting to orders/sales
LNG	Q1: Woodside Louisiana LNG Phase 2 booked; LNG ~¼ of backlog; ~$1B LNG pipeline over 12 months; Q2: no big LNG orders but strong LNG sales, pipeline >$24B	Awarded Port Arthur LNG Phase 2 equipment (Bechtel/Sempra); HTS orders +79% YoY, sales +36% YoY; anticipate no large orders in Q4	Robust but lumpy; large orders timing cautious in Q4
Tariffs/Macro	Estimated gross annual tariff impact ~$50M pre-mitigation; mitigation via in-region sourcing, pricing, exemptions; seasonality intact; cash tax heavier in Q2/Q4	No new quantification in Q3; continued narrative on impacts to cash flow (semiannual interest $79M); maintained operational discipline	Manageable with mitigation; watch Americas hydrogen/industrial gas
Aftermarket/RSL	Record service orders; resilient through cycles; growth in LTSA and digital uptime; RSL contributed ~½ adjusted OI in 2024	RSL orders -3.4% YoY; sales -8.4% YoY on tough compare; adjusted OI margin 34.6% in expected range	Solid margin but growth paused on tough comp
Nuclear/Helium	Pipeline growing, especially helium circulation, liquefaction/compression; retrofit consistent; SMR opportunities emerging	Specialty Products orders +84% YoY with nuclear and carbon capture strength; specialty margin pressured by FOAK cost	Opportunity expanding; execution risk on FOAK projects
Balance Sheet/Leverage	Target net leverage sub-2.5 in 2025; FCF ramp in 2H; conservative capital policy until leverage target achieved	Net leverage 2.78 (lowest since Howden close); FCF $94.7M; preferred conversion in Dec 2025	Improving trajectory

Note: No Q3 call was hosted; Q2 call was cancelled due to Baker Hughes transaction .

Management Commentary

“Our commercial momentum continues… strength in our end markets, especially in LNG and data centers… record adjusted operating income margin of 22.9% and gross margin… 34.1%.” — Jill Evanko, CEO .
“We recorded an expense of $266 million for the merger termination fee to Flowserve… a liability of $258 million as we could be required to repay Baker Hughes in certain limited circumstances.” .
“We do not anticipate any large orders in the fourth quarter 2025.” .
“Third quarter 2025 net leverage ratio of 2.78… our lowest since the close of the Howden acquisition.” .

Q&A Highlights

Note: No Q3 2025 earnings call; highlights are from Q1 2025 call.

Tariffs mitigation: estimated ~$50M gross annual impact pre-mitigation; actions include regional sourcing, exemptions, pricing mechanisms; aim to avoid material margin impact .
Data center opportunity: pipeline grew to ~$400M over 12–18 months across cryogenic cooling, air coolers, fans; accelerating addressable opportunities .
LNG demand: ~$1B LNG pipeline over 12 months; IPSMR process technology driving visibility and mix benefits .
RSL resilience: mission-critical installed base supports maintenance spend in downturns; aftermarket seen as countercyclical; growth across retrofit/service and spares .
Seasonality: margins and revenue seasonality expected to be consistent with recent years .

Estimates Context

Consensus vs actual (S&P Global; Q3 2025):

Metric	Consensus	Actual	# of Estimates	Outcome
Primary EPS (Adjusted)	$3.12*	$2.78*	11*	Miss
Revenue ($USD)	$1,185.5M*	$1,100.6M*	11*	Miss
EBITDA ($USD)	$308.5M*	$266.1M*	—	Miss

Values retrieved from S&P Global.
Company-reported adjusted EBITDA was $277.1M (25.2% margin) and adjusted EPS $2.78, with adjustments including the $266M termination fee (EPS impact +$5.92), step-up amortization (+$0.92), and other items .

Drivers of misses:

Revenue: RSL tough YoY compare (non-repeat aftermarket equipment, large field project completed in Q3 2024) and segment mix (CTS softness) .
EBITDA/EPS: mix shift plus FOAK cost in Specialty Products and lower CTS profitability; GAAP EPS impacted by termination fee (non-operational) .

Key Takeaways for Investors

Near-term narrative: strong orders/backlog and record adjusted margins, but Q4 lacks large order catalysts; trading setup skews to execution and backlog conversion rather than fresh megaproject wins .
Mix tailwinds: HTS benefiting from LNG/data centers with >1,000 bps YoY margin expansion; watch for continued conversion and full-solution content to sustain high-20s+ adjusted operating margin .
RSL normalization: margins in expected range but growth paused on tough comps; aftermarket remains strategic ballast through cycles; monitor service agreements growth and digital uptime adoption .
Specialty Products: orders robust (carbon capture, nuclear, mining), but FOAK production costs and HLNG vehicle tank timing are profit headwinds; expect incremental efficiency gains in coming quarters .
Balance sheet improving: net leverage 2.78 and FCF generation despite $79M semi-annual interest; preferred stock auto-conversion in Dec 2025 will affect share count dynamics .
Transaction overlay: Baker Hughes acquisition at $210/share frames medium-term outcome; regulatory/timing risks persist but shareholder approval secured; no standalone FY25 guidance while deal pending .
Medium-term thesis: diversified end-market exposure (LNG, data centers, nuclear/helium) plus full-solution strategy positions Chart for sustained high-margin execution; watch order timing, FOAK cost management, and backlog-to-revenue cadence .

CHART INDUSTRIES INC (GTLS)·Q3 2025 Earnings Summary