ESAB cuts 2026 core adjusted EPS outlook to $5.28–$5.33
The revised 2026 forecast raises expected acquisition and currency contributions while lowering organic-growth, EBITDA and adjusted-EPS ranges.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
ESAB Corp reported third-quarter net sales of $824.5 million, up 13.3% year over year, while core organic sales grew 2.3%. Core adjusted EBITDA rose 17.0% to $156 million, and its margin expanded 40 basis points to 19.8%. Net income attributable to common stockholders was $36.1 million, compared with $54.8 million a year earlier; diluted earnings per share from continuing operations were $0.61, versus $1.04.
For full-year 2026, ESAB now expects core sales growth of 13.1% to 13.3%, versus its prior 11.0% to 14.0% range, with core organic growth of 1.6% to 2.0%, down from 2.0% to 4.0%. Expected M&A contribution is approximately 9.5%, up from 9.0%, and anticipated currency impact is approximately 2.0%, versus 0.0% to 1.0% previously.
The company lowered its core adjusted EBITDA outlook to $603 million to $607 million from $615 million to $625 million, and core adjusted EPS to $5.28 to $5.33 from $5.40 to $5.50. Net cash provided by operating activities was $72.7 million, compared with $81.5 million a year earlier.
2 points · 0 major0 major · 4 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointThird-quarter sales reached $824.5 million, up 13.3% year over year.
- Moderate pointCore adjusted EBITDA rose 17.0% to $156 million.
Negative
- Moderate pointNet income attributable to common stockholders was $36.1 million, versus $54.8 million.
- Moderate pointOperating cash flow was $72.7 million, compared with $81.5 million.
- Moderate point. Forward-looking: it has not happened yet and may not happen.2026 core adjusted EBITDA outlook: $603–$607 million, down from $615–$625 million.
- Minor point. Forward-looking: it has not happened yet and may not happen.Core adjusted EPS guidance declined to $5.28–$5.33 from $5.40–$5.50.
Filing Explained
As of
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Net sales: $824.5 million
Core organic sales growth: 2.3%
Core adjusted EBITDA: $156 million
+5 more
8 metrics
Net sales
$824.5 million
Third quarter ended October 2, 2026; up 13.3% reported year over year.
Core organic sales growth
2.3%
Third quarter ended October 2, 2026.
Core adjusted EBITDA
$156 million
Third quarter; rose 17.0% year over year.
Core adjusted EBITDA margin
19.8%
Third quarter; expanded 40 basis points year over year.
Net income attributable to common stockholders
$36.1 million
Third quarter; compared with $54.8 million in the prior-year quarter.
Diluted EPS from continuing operations
$0.61
Third quarter; compared with $1.04 in the prior-year quarter.
2026 core adjusted EBITDA outlook
$603 million to $607 million
Updated range; previous guidance was $615 million to $625 million.
2026 core adjusted EPS outlook
$5.28 to $5.33
Updated range; previous guidance was $5.40 to $5.50.
Key Terms
Core organic sales, Core adjusted EBITDA, Mandatory Convertible Preferred Stock, Inventory fair value step-up, +1 more
5 terms
Core organic sales financial
"core organic sales growth of 2.3%"
Core organic sales measure the change in a company's revenue from its regular, ongoing businesses after stripping out effects of acquisitions, divestitures and currency swings, and excluding one-time or non-core items. Think of it as the sales growth driven by the business that management actually controls day-to-day, like tracking how much more groceries a store sells rather than counting a newly bought rival; investors use it to judge underlying health and sustainable momentum.
Core adjusted EBITDA financial
"Core adjusted EBITDA of $156 million rose 17.0%"
A measure of a company's recurring operating performance that starts with earnings before interest, taxes, depreciation and amortization (EBITDA) and then removes one-time items, unusual charges, and results from non-core activities to show the business’s normal cash-generating strength. Investors use it like a cleaned-up snapshot—similar to judging a rental property by its regular rent after excluding one-off repairs or sale gains—because it helps compare profit trends and underlying health without distortions from temporary events.
Mandatory Convertible Preferred Stock financial
"6.50% Series A Mandatory Convertible Preferred Stock"
A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.
Inventory fair value step-up financial
"Inventory fair value step-up"
An inventory fair value step-up is the increase in the carrying amount of inventory on a buyer’s balance sheet that occurs at the acquisition date when purchase accounting (business combination accounting) requires the buyer to record the acquired inventories at their fair value rather than the seller’s historical cost. It is established as part of the purchase price allocation under accounting standards and becomes the new cost basis for those inventories; as the inventories are sold after the acquisition, the stepped-up amount is recognized through higher cost of goods sold (or reduced profit) and can create temporary differences for tax reporting. The measurement is fixed at the acquisition date and subsequent accounting follows inventory measurement rules, so the step-up affects future margins and deferred tax calculations but is not remeasured upward after closing.
if-converted method financial
"assumed the 'if-converted' method of share dilution"
An accounting rule used when calculating diluted earnings per share that imagines what would happen if all convertible securities—like convertible bonds, preferred shares, or options—had already been turned into common stock. It adjusts the company’s reported profit per share downward to show how earnings would be shared if ownership were spread across a larger number of shares, similar to checking how a pie’s slice size changes if more people join the table. This matters to investors because it reveals a more conservative view of each share’s claim on profits and potential future ownership dilution.
Earnings Snapshot
Net sales: $824.5 million · Guidance included
Third quarter ended October 2, 2026
Net sales
$824.5 million
+13.3% reported year over year
Core adjusted EBITDA
$156 million
+17.0% year over year
Core adjusted EBITDA margin
19.8%
+40 basis points year over year
Diluted EPS from continuing operations
$0.61
$1.04 in the prior-year quarter
Guidance
2026 core sales growth of 13.1% to 13.3% (previously 11.0% to 14.0%); core organic growth of 1.6% to 2.0% (previously 2.0% to 4.0%); core adjusted EBITDA of $603 million to $607 million (previously $615 million to $625 million); core adjusted EPS of $5.28 to $5.33 (previously $5.40 to $5.50).
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did ESAB (ESAB) report in the third quarter?
ESAB reported net sales of $824.5 million for the quarter ended October 2, 2026, up 13.3% on a reported basis; core organic sales grew 2.3%. The sales reconciliation lists acquisitions as a 10.6% contribution to reported growth and foreign currency translation as a 0.8% contribution.
What is ESAB's 2026 sales and earnings outlook?
ESAB expects core sales growth of 13.1% to 13.3%, including core organic growth of 1.6% to 2.0%. Its outlook also includes core adjusted EBITDA of $603 million to $607 million and core adjusted EPS of $5.28 to $5.33. Expected M&A contribution is approximately 9.5%, and anticipated currency impact is approximately 2.0%.
What are the terms of ESAB's mandatory convertible preferred stock?
ESAB issued $175.0 million in aggregate liquidation preference in June 2026. Dividends accrue cumulatively at an annual rate of 6.50% on a $1,000 liquidation preference per share. Unless earlier converted, each share automatically converts around June 2029 into between 7.1806 and 8.2576 shares of common stock, subject to anti-dilution adjustments.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||
| of incorporation) | File Number) | Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(301 ) 323-9099
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 4, 2026 , the Company issued a press release reporting financial results for the third quarter ended October 2, 2026. A copy of the Company's press release is attached to this report as Exhibit 99.1 and is incorporated into Item 2.02 of this report by reference. The Company has scheduled a conference call for 8:00 a.m. Eastern on November 4, 2026 to discuss its financial results.
The information furnished in this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set for by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 ESAB Corporation press release dated November 4, 2026, reporting financial results for the third quarter ended October 2, 2026
104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | ESAB Corporation | |||||||||||||
| By: | /s/ Julie Han | |||||||||||||
| Name: | Julie Han | |||||||||||||
| Title: | Controller and Chief Accounting Officer | |||||||||||||
| (Principal Accounting Officer) | ||||||||||||||
ESAB Corporation Announces Third Quarter 2026 Results
•Record total sales; increased 13.3%, with core organic sales up 2.3%
•Core organic growth in both segments
•EBXai driving margin expansion
•Updating 2026 outlook
North Bethesda, MD, November 4, 2026 -- ESAB Corporation (“ESAB” or the “Company”) (NYSE: ESAB), a focused premier industrial compounder, today announced financial results for the third quarter of 2026.
ESAB reported record third quarter sales of $825 million, an increase of 13.3% on a reported basis or an increase of 2.3% on a core organic growth basis before acquisitions and currency translation, as compared to the prior year quarter. ESAB also reported third quarter net income from continuing operations attributable to ESAB of $41 million or $0.61 diluted earnings per share and core adjusted net income of $83 million or $1.30 diluted earnings per share. Core adjusted EBITDA of $156 million rose 17.0% and core adjusted EBITDA margin expanded by 40 basis points on a year-over-year basis to 19.8%.
“ESAB delivered record third quarter core sales and adjusted EBITDA, with organic growth in both segments, despite a dynamic global environment and continued inflationary pressure. We improved sales, margins and cash generation sequentially. Disciplined execution, investment in growth and our EBXai operating system are delivering results,” said Shyam P. Kambeyanda, ESAB President and CEO. “We built this enterprise to win in any market, and we are executing with urgency to capture the opportunities ahead.”
“ESAB is setting the standard for complete workflow solutions,” Kambeyanda added. “With our new products, and the acquisitions of EWM and Eddyfi, we now serve our customers across the entire life of their most critical assets, from the first cut and weld through decades of inspection, monitoring and repair. At Fabtech, customers saw the full strength and power of our enterprise firsthand, and their response was overwhelmingly positive. We are beginning to convert this into new growth, from cross-selling opportunities at ESAB and Eddyfi. Lastly, we remain relentlessly focused on execution and on turning our unrivaled position into lasting value for our shareholders.”
Updating Full Year 2026 Outlook
ESAB has updated its full-year 2026 outlook, which now projects total core sales growth of 13.1% to 13.3%, compared with the previous guidance of 11.0% to 14.0%. Within this growth, core organic sales growth is now expected to be 1.6% to 2.0%, down from the prior range of 2.0% to 4.0%. The contribution from M&A has increased to approximately 9.5% from the prior guidance of 9.0%, and the anticipated FX impact has increased to approximately 2.0% from the prior range of 0.0% to 1.0%. As a result, the company has adjusted its core adjusted EBITDA forecast to a range of $603 million to $607 million, down from the previous $615 million to $625 million. The outlook for core adjusted EPS has been adjusted to a range of $5.28 to $5.33, from the prior $5.40 to $5.50.
About ESAB Corporation
Founded in 1904, ESAB Corporation is a focused industrial compounder. The Company’s rich history of innovative products, workflow solutions and its business system ESAB Business Excellence with AI (“EBXai”), enables the Company’s purpose of Shaping the world we imagineTM. ESAB Corporation is based in North Bethesda, Maryland and employs approximately 11,300 associates and serves customers in approximately 150 countries. To learn more, visit www.ESABcorporation.com.
Conference Call and Webcast
The Company will hold a conference call to discuss its third quarter 2026 results beginning at 8:00 a.m. Eastern on Wednesday, November 4, 2026, which will be open to the public by calling +1-585-542-9983 (U.S. callers) and +1-833-461-5787 (International callers) and referencing the conference ID number 463934714 and through webcast via ESAB’s website www.ESABcorporation.com under the “Investors” section. Access to a supplemental slide presentation can also be found on ESAB's website under the same heading. Both the audio of this call and the slide presentation will be archived on the website later today and will be available until the next quarterly call. The Company’s quarterly report on Form 10-Q for the fiscal quarter ended October 2, 2026, filed November 4, 2026, is also available on ESAB’s website under the “Investors” section.
1
Non-GAAP Financial Measures and Other Adjustments
ESAB has provided in this press release financial information that has not been prepared in accordance with accounting principles generally accepted in the United States (“non-GAAP”). ESAB presents some of these non-GAAP financial measures including and excluding Russia due to economic and political volatility caused by the war in Ukraine, which results in enhanced investor interest in this information. Core non-GAAP financial measures exclude Russia for the three and nine months ended October 2, 2026 and October 3, 2025. These non-GAAP financial measures may include one or more of the following: adjusted net income from continuing operations, Core adjusted net income from continuing operations, adjusted gross profit, adjusted EBITDA (earnings before interest, taxes, Restructuring and other related charges, Pension settlement loss, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories, depreciation and other amortization and other costs such as compensation expense related to the Performance Option Awards), Core adjusted EBITDA, organic sales, Core organic sales, adjusted free cash flow and ratios based on the foregoing measures. ESAB also provides adjusted EBITDA and adjusted EBITDA margin on a segment basis, as well as Core adjusted EBITDA and Core adjusted EBITDA margin on a segment basis.
Adjusted gross profit represents Gross profit excluding inventory fair value step-up, which is the fair value adjustment to acquired inventory recognized in cost of sales as that inventory is sold. Adjusted gross profit margin is adjusted gross profit as a percentage of net sales. ESAB presents adjusted gross profit to show gross profit excluding the purchase accounting effect of acquired inventory, which management uses to supplement GAAP results and evaluate underlying gross margin trends across periods affected by acquisitions. ESAB is presenting adjusted gross profit for the first time, and prior-period amounts are calculated on the same basis. ESAB will present adjusted gross profit on this basis for all periods presented going forward. If ESAB changes this definition, it will revise prior periods presented for consistency and disclose the change and its effect on margin.
Adjusted gross profit represents Gross profit excluding inventory fair value step-up, which is the fair value adjustment to acquired inventory recognized in cost of sales as that inventory is sold. Adjusted gross profit margin is adjusted gross profit as a percentage of net sales. ESAB presents adjusted gross profit to show gross profit excluding the purchase accounting effect of acquired inventory, which management uses to supplement GAAP results and evaluate underlying gross margin trends across periods affected by acquisitions. ESAB is presenting adjusted gross profit for the first time, and prior-period amounts are calculated on the same basis. ESAB will present adjusted gross profit on this basis for all periods presented going forward. If ESAB changes this definition, it will revise prior periods presented for consistency and disclose the change and its effect on margin.
Adjusted net income from continuing operations represents Net income from continuing operations attributable to ESAB Corporation, excluding Restructuring and other related charges, Pension settlement loss, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories and other costs such as compensation expense related to the Performance Option Awards. Adjusted net income, includes the tax effect of non-GAAP adjusting items at applicable tax rates and excludes the impact of discrete tax charges or gains in each period. ESAB also presents adjusted net income margin from continuing operations, which is subject to the same adjustments as adjusted net income from continuing operations. Adjusted net income per diluted share from continuing operations is a calculation of adjusted net income from continuing operations over the weighted-average diluted shares outstanding. ESAB also presents Core adjusted net income from continuing operations and Core adjusted net income per share - diluted from continuing operations, which are subject to the same adjustments as Adjusted net income from continuing operations and Adjusted net income per diluted share from continuing operations, further removing the impact of Russia for the three and nine months ended October 2, 2026 and October 3, 2025. We present the earnings per share-related non-GAAP measures on a basis that assumes the MCPS had already been converted as of the beginning of the applicable period (and accordingly also exclude the dividends accrued on the MCPS during such period, since such dividends would no longer be paid once the MCPS convert). We believe this presentation provides useful information to investors by helping them understand what the net impact will be on ESAB’s earnings per share - related measures once the MCPS convert into ESAB’s Common stock.
Adjusted EBITDA excludes from Net income from continuing operations the effect of Income tax expense, Interest expense and other, net, Restructuring and other related charges, Pension settlement loss, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories, depreciation and other amortization and other costs such as compensation expense related to the Performance Option Awards. ESAB presents adjusted EBITDA margin, which is subject to the same adjustments as adjusted EBITDA. Further, ESAB presents these non-GAAP performance measures on a segment basis, which excludes the impact of Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories, depreciation and other amortization and other costs such as compensation expense related to the Performance Option Awards from operating income. ESAB also presents Core adjusted EBITDA and Core adjusted EBITDA margin, which are subject to the same adjustments as Adjusted EBITDA and Adjusted EBITDA margin, respectively, further removing the impact of Russia for the three and nine months ended October 2, 2026 and October 3, 2025.
ESAB presents organic sales, which excludes the impact of acquisitions and foreign exchange rate fluctuations and presents core organic sales, which further excludes the impact of the Russia business for the three and nine months ended October 2, 2026 and October 3, 2025.
2
Adjusted free cash flow represents cash flows from operating activities excluding cash outflows related to discontinued operations and acquisition-related payments less purchases of property, plant and equipment.
These non-GAAP financial measures assist ESAB management in comparing its operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to unusual events or discrete restructuring plans and other initiatives that are fundamentally different from the ongoing productivity and core business of the Company.
ESAB management also believes that presenting these measures allows investors to view its performance using the same measures that the Company uses in evaluating its financial and business performance and trends.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to GAAP results has been provided in the financial tables included in this press release.
Forward-Looking Statements
This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions, and other statements that are not historical or current fact. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including general risks and uncertainties such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to, risks related to the impact of the war in Ukraine and the conflict in the Middle East and the resulting escalating geopolitical tensions; impact of supply chain disruptions; the impact of creditworthiness and financial viability of customers; impact of inflationary pressures, tariffs and trade policies, foreign exchange fluctuations and commodity prices; other impacts on the Company’s business and ability to execute business continuity plans; and the other factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 20, 2026, and the Form 10-Q for the quarterly period ended April 3, 2026 filed with the SEC on May 7, 2026 and the Form 10-Q for the quarterly period ended July 3, 2026 filed with the SEC on August 6, 2026, as well as other risks discussed in the Company’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. The Company disclaims any duty to update the information herein.
Investor Relations Contact:
Mark Barbalato
Vice President, Investor Relations
E-mail: investorrelations@esab.com
Phone: 1-301-323-9098
Media Contact:
Tilea Coleman
Vice President, Corporate Communications
E-mail: mediarelations@esab.com
Phone: 1-301-323-9092
3
ESAB CORPORATION
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
Dollars in thousands, except per share data
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | ||||||||||||||||||||
| Net sales | $ | 824,521 | $ | 727,845 | $ | 2,377,745 | $ | 2,121,569 | |||||||||||||||
| Cost of sales | 500,878 | 458,545 | 1,471,779 | 1,331,020 | |||||||||||||||||||
| Gross profit | 323,643 | 269,300 | 905,966 | 790,549 | |||||||||||||||||||
| Selling, general and administrative expense | 220,382 | 158,335 | 605,023 | 454,756 | |||||||||||||||||||
| Restructuring and other related charges | 11,329 | 4,347 | 39,807 | 10,236 | |||||||||||||||||||
| Operating income | 91,932 | 106,618 | 261,136 | 325,557 | |||||||||||||||||||
| Interest expense and other, net | 36,511 | 23,584 | 92,711 | 61,365 | |||||||||||||||||||
| Income from continuing operations before income taxes | 55,421 | 83,034 | 168,425 | 264,192 | |||||||||||||||||||
| Income tax expense | 13,261 | 17,694 | 38,073 | 56,476 | |||||||||||||||||||
| Net income from continuing operations | 42,160 | 65,340 | 130,352 | 207,716 | |||||||||||||||||||
| Loss from discontinued operations, net of taxes | (1,885) | (8,819) | (6,852) | (13,259) | |||||||||||||||||||
| Net income | 40,275 | 56,521 | 123,500 | 194,457 | |||||||||||||||||||
| Income attributable to noncontrolling interest, net of taxes | (1,353) | (1,674) | (4,580) | (5,364) | |||||||||||||||||||
| Net income attributable to ESAB Corporation | 38,922 | 54,847 | 118,920 | 189,093 | |||||||||||||||||||
| Mandatory convertible preferred stock dividends | (2,843) | — | (4,233) | — | |||||||||||||||||||
| Net income attributable to common stockholders | $ | 36,079 | $ | 54,847 | $ | 114,687 | $ | 189,093 | |||||||||||||||
| Earnings (loss) per share – basic | |||||||||||||||||||||||
| Income from continuing operations | $ | 0.61 | $ | 1.05 | $ | 1.97 | $ | 3.33 | |||||||||||||||
| Loss on discontinued operations | (0.03) | (0.15) | (0.11) | (0.22) | |||||||||||||||||||
| Net income per share – basic | $ | 0.58 | $ | 0.90 | $ | 1.86 | $ | 3.11 | |||||||||||||||
| Earnings (loss) per share – diluted | |||||||||||||||||||||||
| Income from continuing operations | $ | 0.61 | $ | 1.04 | $ | 1.96 | $ | 3.29 | |||||||||||||||
| Loss on discontinued operations | (0.03) | (0.14) | (0.11) | (0.22) | |||||||||||||||||||
| Net income per share – diluted | $ | 0.58 | $ | 0.90 | $ | 1.85 | $ | 3.07 | |||||||||||||||
4
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Dollars in millions, except per share data
(Unaudited)
Three Months Ended(1) | Nine Months Ended(1) | ||||||||||||||||||||||
| October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | ||||||||||||||||||||
| Adjusted Net Income | |||||||||||||||||||||||
| Net income from continuing operations (GAAP) | $ | 42.2 | $ | 65.3 | $ | 130.4 | $ | 207.7 | |||||||||||||||
| Income attributable to noncontrolling interest, net of taxes | (1.4) | (1.7) | (4.6) | (5.4) | |||||||||||||||||||
| MCPS dividends | (2.8) | — | (4.2) | — | |||||||||||||||||||
| Net income from continuing operations attributable to common shareholders | 38.0 | 63.7 | 121.5 | 202.4 | |||||||||||||||||||
Restructuring and other related charges – pretax(2) | 11.3 | 4.3 | 39.8 | 10.2 | |||||||||||||||||||
Acquisition-amortization and other related charges – pretax(3) | 39.9 | 16.5 | 108.8 | 47.7 | |||||||||||||||||||
Other(4) | 3.2 | — | 3.8 | — | |||||||||||||||||||
Tax effect on above items(5) | (12.3) | (3.6) | (36.0) | (12.4) | |||||||||||||||||||
Discrete tax adjustments(6) | 1.5 | 2.3 | 5.3 | 2.3 | |||||||||||||||||||
MCPS dividends assuming "if-converted" method(7) | 2.8 | — | 4.2 | — | |||||||||||||||||||
| Adjusted net income from continuing operations (non-GAAP) | 84.5 | 83.2 | 247.6 | 250.2 | |||||||||||||||||||
Adjusted net income from continuing operations attributable to Russia (non-GAAP)(8) | (1.5) | (2.7) | (1.3) | (8.7) | |||||||||||||||||||
| Core adjusted net income from continuing operations (non-GAAP) | $ | 83.0 | $ | 80.5 | $ | 246.2 | $ | 241.5 | |||||||||||||||
| Adjusted net income margin from continuing operations | 10.2 | % | 11.4 | % | 10.4 | % | 11.8 | % | |||||||||||||||
| Adjusted Net Income Per Share | |||||||||||||||||||||||
| Net income per share – diluted from continuing operations (GAAP) | $ | 0.61 | $ | 1.04 | $ | 1.96 | $ | 3.29 | |||||||||||||||
Restructuring and other related charges – pretax(2) | 0.18 | 0.07 | 0.64 | 0.17 | |||||||||||||||||||
Acquisition-amortization and other related charges – pretax(3) | 0.63 | 0.27 | 1.75 | 0.78 | |||||||||||||||||||
Other(4) | 0.05 | — | 0.06 | — | |||||||||||||||||||
Tax effect on above items(5) | (0.19) | (0.06) | (0.58) | (0.20) | |||||||||||||||||||
Discrete tax adjustments(6) | 0.02 | 0.04 | 0.08 | 0.04 | |||||||||||||||||||
MCPS dividends assuming "if-converted" method(7) | 0.03 | — | 0.05 | — | |||||||||||||||||||
| Adjusted net income per share – diluted from continuing operations (non-GAAP) | 1.32 | 1.36 | 3.96 | 4.08 | |||||||||||||||||||
Adjusted net income per share – diluted from continuing operations attributable to Russia (non-GAAP)(8) | (0.02) | (0.04) | (0.02) | (0.14) | |||||||||||||||||||
| Core adjusted net income per share – diluted from continuing operations (non-GAAP) | $ | 1.30 | $ | 1.32 | $ | 3.94 | $ | 3.94 | |||||||||||||||
(1) Numbers may not sum due to rounding.
(2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets, costs associated with disposing of discontinued products and other costs in connection with the closure and optimization of facilities and product lines.
(3) Includes transaction, diligence and integration expenses totaling $8.8 million and $43.9 million for the three and nine months ended October 2, 2026, respectively, and $6.1 million and $20.4 million for the three and nine months ended October 3, 2025, respectively. Additionally, it includes amortization of intangibles and fair value step up on acquired inventories totaling $31.2 million and $60.1 million for the three and nine months ended October 2, 2026, respectively, and $10.3 million and $27.3 million for the three and nine months ended October 3, 2025, respectively. Additionally, includes $4.8 million of bridge loan commitment fees related to the Eddyfi Technologies acquisition for the nine months ended October 2, 2026.
(4) Includes the impact of the Performance Option Awards granted in June and July 2026. These awards were non-cash, one-time, non-recurring grants with a different structure and size than the Company’s annual equity compensation program totaling $2.8 million and $3.5 million for the three and nine months ended October 2, 2026, respectively.
(5) This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. ESAB estimates the tax effect of each adjustment by applying ESAB’s overall estimated effective tax rate to the pretax amount, unless the nature of the
5
item and/or tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment. The MCPS dividends are not tax deductible and therefore the tax effect of the adjustments reflected in the table above does not include any tax impact of the MCPS dividends.
(6) For 2026, discrete adjustments relate to tax effects from the Eddyfi transaction.
(7) In June 2026, the Company issued $175.0 million in aggregate liquidation preference of the MCPS. Dividends on the MCPS are payable on a cumulative basis at an annual rate of 6.50% on the liquidation preference of $1,000 per share. Unless earlier converted, each share of MCPS will automatically convert on approximately June 2029 into between 7.1806 and 8.2576 shares of ESAB's Common stock, subject to further anti-dilution adjustments. The number of shares of ESAB's Common stock issuable on conversion of the MCPS will be determined based on the volume weighted average price ("VWAP") per share of the Company's Common stock over the 20 consecutive trading day period commencing on, and including, the 21st scheduled trading day immediately preceding the final dividend payment date. For the purposes of calculating adjusted net income per share, the Company has excluded the paid and anticipated MCPS cash dividends and assumed the 'if-converted' method of share dilution (the incremental shares of Common stock deemed outstanding applying the 'if-converted' method of calculating share dilution are referred to as the 'Converted Shares'). Under this method, approximately 1.4 million and 0.7 million Converted Shares were included in weighted average diluted shares outstanding for the three and nine months ended October 2, 2026, respectively. We believe this presentation provides useful information to investors by helping them understand what the net impact will be on ESAB’s earnings per share - related measures once the MCPS convert into ESAB’s Common stock.
(8) Numbers calculated following the same definition as Adjusted net income from continuing operations for total Company.
6
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Dollars in millions
(Unaudited)
Three Months Ended October 2, 2026(1) | Nine Months Ended October 2, 2026(1) | ||||||||||||||||||||||||||||||||||
| Americas | EMEA & APAC | Total | Americas | EMEA & APAC | Total | ||||||||||||||||||||||||||||||
| Net income from continuing operations (GAAP) | $ | 42.2 | $ | 130.4 | |||||||||||||||||||||||||||||||
| Income tax expense | 13.3 | 38.1 | |||||||||||||||||||||||||||||||||
| Interest expense and other, net | 36.5 | 92.7 | |||||||||||||||||||||||||||||||||
| Operating income (GAAP) | $ | 23.7 | $ | 68.2 | $ | 91.9 | $ | 81.4 | $ | 179.7 | $ | 261.1 | |||||||||||||||||||||||
| Adjusted to add | |||||||||||||||||||||||||||||||||||
Restructuring and other related charges(2) | 11.1 | 0.2 | 11.3 | 38.4 | 1.4 | 39.8 | |||||||||||||||||||||||||||||
Acquisition-amortization and other related charges(3) | 26.0 | 13.9 | 39.9 | 51.9 | 52.1 | 104.0 | |||||||||||||||||||||||||||||
| Depreciation and other amortization | 5.0 | 7.7 | 12.7 | 13.9 | 24.2 | 38.1 | |||||||||||||||||||||||||||||
Other(4) | 1.3 | 1.9 | 3.2 | 1.6 | 2.3 | 3.8 | |||||||||||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | 67.2 | 91.9 | 159.0 | 187.2 | 259.8 | 446.9 | |||||||||||||||||||||||||||||
Adjusted EBITDA attributable to Russia (non-GAAP)(5) | — | 3.0 | 3.0 | — | 5.4 | 5.4 | |||||||||||||||||||||||||||||
| Core adjusted EBITDA (non-GAAP) | $ | 67.2 | $ | 88.9 | $ | 156.1 | $ | 187.2 | $ | 254.3 | $ | 441.5 | |||||||||||||||||||||||
| Adjusted EBITDA margin (non-GAAP) | 19.9 | % | 18.9 | % | 19.3 | % | 19.9 | % | 18.1 | % | 18.8 | % | |||||||||||||||||||||||
Core adjusted EBITDA margin (non-GAAP)(6) | 19.9 | % | 19.8 | % | 19.8 | % | 19.9 | % | 19.2 | % | 19.5 | % | |||||||||||||||||||||||
__________
(1) Numbers may not sum due to rounding.
(2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets, costs associated with disposing of discontinued products and other costs in connection with the closure and optimization of facilities and product lines.
(3) Includes transaction, diligence and integration expenses totaling $8.8 million and $43.9 million for the three and nine months ended October 2, 2026, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $31.2 million and $60.1 million for the three and nine months ended October 2, 2026, respectively.
(4) Includes the impact of the Performance Option Awards granted in June and July 2026. These awards were non-cash, one-time, non-recurring grants with a different structure and size than the Company’s annual equity compensation program totaling $2.8 million and $3.5 million for the three and nine months ended October 2, 2026, respectively.
(5) Numbers calculated following the same definition as Adjusted EBITDA for total Company.
(6) Net sales were $37.7 million and $110.2 million relating to Russia for the three and nine months ended October 2, 2026, respectively.
7
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Dollars in millions
(Unaudited)
Three Months Ended October 3, 2025(1) | Nine Months Ended October 3, 2025(1) | ||||||||||||||||||||||||||||||||||
| Americas | EMEA & APAC | Total | Americas | EMEA & APAC | Total | ||||||||||||||||||||||||||||||
| Net income from continuing operations (GAAP) | $ | 65.3 | $ | 207.7 | |||||||||||||||||||||||||||||||
| Income tax expense | 17.7 | 56.5 | |||||||||||||||||||||||||||||||||
| Interest expense and other, net | 23.6 | 61.4 | |||||||||||||||||||||||||||||||||
| Operating income (GAAP) | $ | 45.3 | $ | 61.3 | $ | 106.6 | $ | 131.0 | $ | 194.6 | $ | 325.6 | |||||||||||||||||||||||
| Adjusted to add | |||||||||||||||||||||||||||||||||||
Restructuring and other related charges(2) | 2.2 | 2.1 | 4.3 | 4.4 | 5.8 | 10.2 | |||||||||||||||||||||||||||||
Acquisition-amortization and other related charges(3) | 5.8 | 10.7 | 16.5 | 21.5 | 26.2 | 47.7 | |||||||||||||||||||||||||||||
| Depreciation and other amortization | 3.9 | 8.1 | 12.0 | 11.7 | 21.8 | 33.4 | |||||||||||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | 57.3 | 82.2 | 139.5 | 168.5 | 248.4 | 416.9 | |||||||||||||||||||||||||||||
Adjusted EBITDA attributable to Russia (non-GAAP)(4) | — | 6.1 | 6.1 | — | 17.1 | 17.1 | |||||||||||||||||||||||||||||
| Core adjusted EBITDA (non-GAAP) | $ | 57.3 | $ | 76.1 | $ | 133.4 | $ | 168.5 | $ | 231.2 | $ | 399.8 | |||||||||||||||||||||||
| Adjusted EBITDA margin (non-GAAP) | 19.6 | % | 18.9 | % | 19.2 | % | 19.7 | % | 19.6 | % | 19.7 | % | |||||||||||||||||||||||
Core adjusted EBITDA margin (non-GAAP)(5) | 19.6 | % | 19.3 | % | 19.4 | % | 19.7 | % | 20.0 | % | 19.9 | % | |||||||||||||||||||||||
(1) Numbers may not sum due to rounding.
(2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and product lines.
(3) Includes transaction, diligence and integration expenses totaling $6.1 million and $20.4 million for the three and nine months ended October 3, 2025, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $10.3 million and $27.3 million for the three and nine months ended October 3, 2025, respectively.
(4) Numbers calculated following the same definition as Adjusted EBITDA for total Company.
(5) Net sales were $40.4 million and $108.8 million relating to Russia for the three and nine months ended October 3, 2025, respectively.
8
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Change in Net Sales
Dollars in millions
(Unaudited)
Net Sales(1) | |||||||||||||||||||||||||||||||||||
| Americas | EMEA & APAC | Total | |||||||||||||||||||||||||||||||||
| $ | Change % | $ | Change % | $ | Change % | ||||||||||||||||||||||||||||||
For the three months ended October 3, 2025 | $ | 292.7 | $ | 435.1 | $ | 727.8 | |||||||||||||||||||||||||||||
| Components of Change: | |||||||||||||||||||||||||||||||||||
Existing businesses (organic sales)(2) | 2.3 | 0.8 | % | 11.6 | 2.7 | % | 13.9 | 1.9 | % | ||||||||||||||||||||||||||
Acquisitions(3) | 34.2 | 11.7 | % | 43.2 | 9.9 | % | 77.3 | 10.6 | % | ||||||||||||||||||||||||||
Foreign currency translation(4) | 8.1 | 2.8 | % | (2.7) | (0.6) | % | 5.5 | 0.8 | % | ||||||||||||||||||||||||||
| Total Net sales growth | 44.6 | 15.2 | % | 52.1 | 12.0 | % | 96.7 | 13.3 | % | ||||||||||||||||||||||||||
For the three months ended October 2, 2026 | $ | 337.3 | $ | 487.2 | $ | 824.5 | |||||||||||||||||||||||||||||
(1) Numbers may not sum due to rounding.
(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.
(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.
(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
Core Sales(1)(5) | |||||||||||||||||||||||||||||||||||
| Americas | EMEA & APAC | Total | |||||||||||||||||||||||||||||||||
| $ | Change % | $ | Change % | $ | Change % | ||||||||||||||||||||||||||||||
For the three months ended October 3, 2025 | $ | 292.7 | $ | 394.7 | $ | 687.4 | |||||||||||||||||||||||||||||
| Components of Change: | |||||||||||||||||||||||||||||||||||
Existing businesses (core organic sales)(2) | 2.3 | 0.8 | % | 13.6 | 3.4 | % | 15.9 | 2.3 | % | ||||||||||||||||||||||||||
Acquisitions(3) | 34.2 | 11.7 | % | 43.2 | 10.9 | % | 77.3 | 11.3 | % | ||||||||||||||||||||||||||
Foreign currency translation(4) | 8.1 | 2.8 | % | (2.0) | (0.5) | % | 6.2 | 0.9 | % | ||||||||||||||||||||||||||
| Total Core sales growth | 44.6 | 15.2 | % | 54.8 | 13.9 | % | 99.4 | 14.5 | % | ||||||||||||||||||||||||||
For the three months ended October 2, 2026 | $ | 337.3 | $ | 449.5 | $ | 786.8 | |||||||||||||||||||||||||||||
(1) Numbers may not sum due to rounding.
(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.
(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.
(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
(5) Represents sales excluding Russia for the three months ended October 2, 2026 and October 3, 2025.
9
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Change in Net Sales
Dollars in millions
(Unaudited)
Net Sales(1) | |||||||||||||||||||||||||||||||||||
| Americas | EMEA & APAC | Total | |||||||||||||||||||||||||||||||||
| $ | Change % | $ | Change % | $ | Change % | ||||||||||||||||||||||||||||||
For the nine months ended October 3, 2025 | $ | 856.1 | $ | 1,265.4 | $ | 2,121.6 | |||||||||||||||||||||||||||||
| Components of Change: | |||||||||||||||||||||||||||||||||||
Existing businesses (organic sales)(2) | 14.1 | 1.6 | % | 5.0 | 0.4 | % | 19.2 | 0.9 | % | ||||||||||||||||||||||||||
Acquisitions(3) | 43.8 | 5.1 | % | 131.9 | 10.4 | % | 175.7 | 8.3 | % | ||||||||||||||||||||||||||
Foreign currency translation(4) | 27.6 | 3.2 | % | 33.7 | 2.7 | % | 61.3 | 2.9 | % | ||||||||||||||||||||||||||
| Total Net sales growth | 85.5 | 10.0 | % | 170.7 | 13.5 | % | 256.2 | 12.1 | % | ||||||||||||||||||||||||||
For the nine months ended October 2, 2026 | $ | 941.6 | $ | 1,436.1 | $ | 2,377.7 | |||||||||||||||||||||||||||||
(1) Numbers may not sum due to rounding.
(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.
(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.
(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
Core Sales(1)(5) | |||||||||||||||||||||||||||||||||||
| Americas | EMEA & APAC | Total | |||||||||||||||||||||||||||||||||
| $ | Change % | $ | Change % | $ | Change % | ||||||||||||||||||||||||||||||
For the nine months ended October 3, 2025 | $ | 856.1 | $ | 1,156.6 | $ | 2,012.7 | |||||||||||||||||||||||||||||
| Components of Change: | |||||||||||||||||||||||||||||||||||
Existing businesses (core organic sales)(2) | 14.1 | 1.6 | % | 11.1 | 1.0 | % | 25.2 | 1.3 | % | ||||||||||||||||||||||||||
Acquisitions(3) | 43.8 | 5.1 | % | 131.9 | 11.4 | % | 175.7 | 8.7 | % | ||||||||||||||||||||||||||
Foreign currency translation(4) | 27.6 | 3.2 | % | 26.3 | 2.3 | % | 53.9 | 2.7 | % | ||||||||||||||||||||||||||
| Total Core sales growth | 85.5 | 10.0 | % | 169.4 | 14.6 | % | 254.9 | 12.7 | % | ||||||||||||||||||||||||||
For the nine months ended October 2, 2026 | $ | 941.6 | $ | 1,326.0 | $ | 2,267.6 | |||||||||||||||||||||||||||||
(1) Numbers may not sum due to rounding.
(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.
(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.
(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
(5) Represents sales excluding Russia for the nine months ended October 2, 2026 and October 3, 2025.
10
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Adjusted Free Cash Flow
Dollars in millions
(Unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | ||||||||||||||||||||
| Net cash provided by operating activities (GAAP) | $ | 72.7 | $ | 81.5 | $ | 153.0 | $ | 163.5 | |||||||||||||||
| Purchases of property, plant and equipment (GAAP) | (18.3) | (11.3) | (49.7) | (27.7) | |||||||||||||||||||
| Payments related to discontinued operations | 3.7 | 3.6 | 15.5 | 10.8 | |||||||||||||||||||
Acquisition-related payments(1) | 1.9 | 12.6 | 22.1 | 16.6 | |||||||||||||||||||
| Adjusted free cash flow (non-GAAP) | $ | 60.0 | $ | 86.4 | $ | 140.9 | $ | 163.2 | |||||||||||||||
(1) Represents payments related to due diligence, transaction and other related costs.
11
ESAB CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Adjusted Gross Profit
Dollars in millions
(Unaudited)
Three Months Ended(4) | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | ||||||||||||||||||||
| Net sales | $ | 824.5 | $ | 727.8 | $ | 2,377.7 | $ | 2,121.6 | |||||||||||||||
Core net sales(1) | 786.8 | 687.4 | 2,267.6 | 2,012.7 | |||||||||||||||||||
| Gross profit | 323.6 | 269.3 | 906.0 | 790.5 | |||||||||||||||||||
Gross profit margin (GAAP) | 39.3 | % | 37.0 | % | 38.1 | % | 37.3 | % | |||||||||||||||
| Gross profit (GAAP) | 323.6 | 269.3 | 906.0 | 790.5 | |||||||||||||||||||
| Inventory fair value step-up | 2.6 | 0.5 | 5.3 | 2.0 | |||||||||||||||||||
Adjusted gross profit (non-GAAP)(2) | $ | 326.2 | $ | 269.8 | $ | 911.3 | $ | 792.5 | |||||||||||||||
| Adjusted gross profit margin (non-GAAP) | 39.6 | % | 37.1 | % | 38.3 | % | 37.4 | % | |||||||||||||||
Adjusted gross profit related to Russia (non-GAAP)(3) | 10.0 | 11.0 | 25.4 | 27.4 | |||||||||||||||||||
| Adjusted core gross profit (non-GAAP) | $ | 316.3 | $258.8 | $885.9 | $765.1 | ||||||||||||||||||
| Adjusted core gross profit margin (non-GAAP) | 40.2 | % | 37.7 | % | 39.1 | % | 38.0 | % | |||||||||||||||
(1) Exclude net sales relating to Russia of $37.7 million and $40.4 million for the three months ended October 2, 2026 and October 3, 2025,
respectively, and $110.2 million and $108.8 million for the nine months ended October 2, 2026 and October 3, 2025, respectively.
respectively, and $110.2 million and $108.8 million for the nine months ended October 2, 2026 and October 3, 2025, respectively.
(2) Adjusted gross profit is a non-GAAP measure that excludes inventory fair value step-up from gross profit. We introduced this measure in 2026 and have presented the prior-periods on the same basis.
(3) Numbers calculated following the same definition as Adjusted gross profit for total Company.
(4) Numbers may not sum due to rounding.
12
ESAB CORPORATION
2026 Outlook
Dollars in millions, except per share amounts
(Unaudited)
ESAB 2026 Outlook | ||||||||||||||
| Previous Guidance | New Guidance | |||||||||||||
2025 Core net sales | $ | 2,700.4 | $ | 2,700.4 | ||||||||||
| Organic growth | 2.0% - 4.0% | 1.6% - 2.0% | ||||||||||||
Acquisitions | ~9.0% | ~9.5% | ||||||||||||
Currency | 0.0% - 1.0% | ~2.0% | ||||||||||||
2026 Core net sales growth range | 11.0% - 14.0% | 13.1% - 13.3% | ||||||||||||
2025 Core adjusted EBITDA | $ | 540.0 | $ | 540.0 | ||||||||||
2026 Core adjusted EBITDA range | $615 - $625 | $603 - $607 | ||||||||||||
2025 Core adjusted EPS | $ | 5.27 | $ | 5.27 | ||||||||||
2026 Core adjusted EPS range | $5.40 - $5.50 | $5.28 - $5.33 | ||||||||||||
13
ESAB CORPORATION
CONSOLIDATED AND CONDENSED BALANCE SHEETS
Dollars in thousands, except share and per share amounts
(Unaudited)
| October 2, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | 188,648 | $ | 185,863 | |||||||
Trade receivables, less allowance for credit losses of $21,992 and $21,765 | 551,661 | 451,298 | |||||||||
| Inventories, net | 570,162 | 481,765 | |||||||||
| Prepaid expenses | 80,106 | 66,103 | |||||||||
| Other current assets | 103,695 | 76,876 | |||||||||
| Total current assets | 1,494,272 | 1,261,905 | |||||||||
| Property, plant and equipment, net | 387,536 | 381,876 | |||||||||
| Goodwill | 2,738,125 | 1,949,702 | |||||||||
| Intangible assets, net | 1,352,690 | 673,006 | |||||||||
| Lease assets - right of use | 139,281 | 113,310 | |||||||||
| Other assets | 383,307 | 386,295 | |||||||||
| Total assets | $ | 6,495,211 | $ | 4,766,094 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Current portion of debt | $ | 9,357 | $ | 2,412 | |||||||
| Accounts payable | 398,984 | 360,391 | |||||||||
| Accrued liabilities | 368,219 | 301,986 | |||||||||
| Total current liabilities | 776,560 | 664,789 | |||||||||
| Long-term debt | 2,319,712 | 1,232,540 | |||||||||
| Other liabilities | 793,326 | 657,236 | |||||||||
| Total liabilities | 3,889,598 | 2,554,565 | |||||||||
| Equity: | |||||||||||
Preferred stock - $0.001 par value - 20,000,000 shares authorized: | |||||||||||
6.50% Series A Mandatory Convertible Preferred Stock, 175,000 shares issued and outstanding at October 2, 2026; no shares issued or outstanding at December 31, 2025 | 171,097 | — | |||||||||
Common stock - $0.001 par value - 600,000,000 shares authorized, 62,175,585 and 60,721,079 shares outstanding as of October 2, 2026 and December 31, 2025, respectively | 62 | 61 | |||||||||
| Additional paid-in capital | 2,057,487 | 1,904,889 | |||||||||
| Retained earnings | 894,387 | 800,806 | |||||||||
| Accumulated other comprehensive loss | (562,976) | (539,716) | |||||||||
| Total ESAB Corporation equity | 2,560,057 | 2,166,040 | |||||||||
| Noncontrolling interest | 45,556 | 45,489 | |||||||||
| Total equity | 2,605,613 | 2,211,529 | |||||||||
| Total liabilities and equity | $ | 6,495,211 | $ | 4,766,094 | |||||||
14
ESAB CORPORATION
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
Dollars in thousands
(Unaudited)
| Nine Months Ended | |||||||||||
| October 2, 2026 | October 3, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 123,500 | $ | 194,457 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, amortization and other impairment charges | 92,971 | 58,731 | |||||||||
| Net gain on sale of property, plant and equipment | (81) | (5,697) | |||||||||
| Stock-based compensation expense | 18,467 | 12,542 | |||||||||
| Deferred income tax benefit | (21,989) | (7,707) | |||||||||
| Amortization of debt issuance costs | 8,930 | 1,882 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade receivables, net | (45,481) | (50,381) | |||||||||
| Inventories, net | (47,321) | (28,924) | |||||||||
| Accounts payable | 33,075 | (9,893) | |||||||||
| Other operating assets and liabilities | (9,054) | (1,496) | |||||||||
| Net cash provided by operating activities | 153,017 | 163,514 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | (49,700) | (27,654) | |||||||||
| Proceeds from sale of property, plant and equipment | 735 | 4,731 | |||||||||
| Acquisitions, net of cash received | (1,469,372) | (439,669) | |||||||||
| Other investing | — | 539 | |||||||||
| Net cash used in investing activities | (1,518,337) | (462,053) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of Preferred stock, net | 171,097 | — | |||||||||
| Proceeds from issuance of Common stock, net | 139,796 | — | |||||||||
| Proceeds from borrowings on Senior Notes | 1,000,000 | — | |||||||||
| Repayments of borrowings on Term Loans | — | (10,000) | |||||||||
| Proceeds from borrowings on revolving credit facilities and other | 1,021,894 | 359,591 | |||||||||
| Repayments of borrowings on revolving credit facilities and other | (917,937) | (90,442) | |||||||||
| Payment of debt issuance costs | (17,717) | — | |||||||||
| Payment of dividends | (19,690) | (15,821) | |||||||||
| Payment of preferred dividends | (1,390) | — | |||||||||
| Distributions to noncontrolling interest holders | (2,160) | (3,057) | |||||||||
| Other financing | (5,687) | (13,008) | |||||||||
| Net cash provided by financing activities | 1,368,206 | 227,263 | |||||||||
| Effect of foreign exchange rates on Cash and cash equivalents | (101) | 40,137 | |||||||||
| Increase (decrease) in Cash and cash equivalents | 2,785 | (31,139) | |||||||||
| Cash and cash equivalents, beginning of period | 185,863 | 249,358 | |||||||||
| Cash and cash equivalents, end of period | $ | 188,648 | $ | 218,219 | |||||||
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