ESAB Corp SEC Filings

ESAB Corp reported a routine insider equity transaction by its Controller and PAO. On 11/24/2025, 205 restricted stock units converted into the same number of shares of common stock. To cover related tax obligations, 71 shares of common stock were withheld by ESAB Corporation at a price of $107.35 per share, and no shares were sold by the insider in the market.

After these transactions, the reporting person directly owned 8,099 shares of ESAB common stock. The underlying restricted stock unit award, which vested in three equal annual installments beginning on 11/22/2023, was fully vested as of 11/22/2025, leaving no derivative securities from this grant outstanding.

ESAB Corporation announced changes to its board of directors. The Board appointed Dr. Sébastien Martin as a director, effective January 1, 2026, and increased the Board size from nine to ten members on that date. Dr. Martin, an Associate Professor of Operations at the Kellogg School of Management, will also join the Board’s Audit Committee.

His background includes research in large-scale optimization, transportation, the gig economy, public sector operations, and artificial intelligence, and he has served as an external AI advisor to ESAB since February 2025, a role he will leave before joining the Board. ESAB states that Dr. Martin will receive its standard non-employee director compensation and enter into its customary indemnification agreement, and that he qualifies as an independent director under NYSE rules.

Separately, director Patrick Allender notified the Board of his decision to retire as a director, effective at ESAB’s 2026 annual meeting of stockholders. The company notes that his retirement is not due to any disagreement regarding ESAB’s operations, policies, or practices.

ESAB Corp received a Schedule 13G/A (Amendment No. 4) from T. Rowe Price Associates, Inc. reporting beneficial ownership of 5,239,566 shares of common stock, equal to 8.6% of the class, tied to the event date September 30, 2025.

The filer reports sole voting power over 5,086,339 shares and sole dispositive power over 5,239,365 shares, with no shared voting or dispositive power. Filed in its capacity as an investment adviser, T. Rowe Price states the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.

ESAB Corp (ESAB) — Form 4 insider activity: A director reported routine transactions. On 07/18/2025, 6.848 shares of common stock were acquired via dividend reinvestment at $127.56 per share. On 11/11/2025, the director exercised 2,783 stock options at $33.02 and sold 2,783 shares at $114.50. Following these transactions, directly owned common shares were 8,741.91.

ESAB: A holder filed a Form 144 notice to sell up to 2,783 shares of ESAB common stock. The proposed sale is approximately 11/11/2025 on the NYSE through Fidelity Brokerage Services LLC, with an aggregate market value $318,653.78.

The shares were acquired via an option grant dated 05/13/2019, with cash payment on 11/11/2025. Shares outstanding were 60,710,966; this is a baseline figure, not the amount being sold. The filer represented they do not know of undisclosed material adverse information.

ESAB Corporation filed its Q3 2025 report showing steady top-line growth with softer earnings. Net sales were $727,845,000 versus $673,250,000 a year ago, while operating income was $106,618,000 versus $106,015,000. Net income attributable to ESAB was $54,847,000 versus $68,240,000, and diluted EPS was $0.90 versus $1.11. EMEA & APAC drove most of the sales increase, supported by recent acquisitions.

Year-to-date, net sales reached $2,121,569,000 versus $2,070,047,000, and Adjusted EBITDA was $416,895,000 versus $397,545,000. Cash from operations was $163,514,000; investing used $462,053,000, primarily for acquisitions; financing provided $227,263,000. ESAB completed acquisitions including EWM GmbH, Bavaria, DeltaP and Aktiv, with preliminary consideration of $452,402,000, goodwill of $228,791,000 and identifiable intangibles of $181,079,000.

Debt consisted of a $260,000,000 revolving draw, $375,000,000 Term Loan A-1, and $700,000,000 Senior Notes as of October 3, 2025. Subsequently, ESAB entered an amended credit agreement providing a $350,000,000 term loan and a $1,050,000,000 revolver maturing October 16, 2030. Russia represented approximately 6% of Q3 net sales and $3,000,000 of net income, with about $48,000,000 of cash in-country.

ESAB Corporation furnished an update on its financial reporting, noting it issued a press release with results for the third quarter ended October 3, 2025. The press release is attached as Exhibit 99.1.

The company scheduled a conference call for 8:00 a.m. Eastern on October 29, 2025 to discuss these results. The information in Item 2.02 and Exhibit 99.1 was furnished, not filed, under the Exchange Act.

ESAB: A holder filed a Form 144 notice to sell up to 1,824 shares of common stock. The filing lists an aggregate market value of $222,556.27 and identifies Fidelity Brokerage Services LLC as broker, with sales expected around 10/28/2025 on the NYSE.

The shares were acquired via a stock option exercise on 10/28/2025, paid in cash. Shares outstanding were 60,698,710; this is a baseline figure, not the amount being sold.

ESAB Corporation entered into an Amended and Restated Credit Agreement establishing a new $350 million senior term loan A and a $1.05 billion senior revolving credit facility, including a $50 million swingline. Both facilities mature on October 16, 2030, subject to a springing maturity.

Proceeds were used to repay the company’s existing $400 million term loan A and $750 million revolver, cover fees, and will also support working capital and corporate purposes. Initial interest margins are 1.250% over term SOFR (or 0.250% over base rate), with future margins tied to total leverage (ranges: 1.125%–1.750% for term SOFR loans; 0.125%–0.750% for base rate). The revolver permits borrowings in multiple currencies (dollars, euros, sterling) with the applicable benchmark rates.

Covenants include a maximum total leverage ratio of 3.50:1.00 (with acquisition holidays) and a minimum interest coverage ratio of 3.00:1.00. Bank of America, N.A. serves as administrative agent, and customary events of default apply.