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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):
March 30, 2026
ESAB Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41297 |
|
87-0923837 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
909 Rose Avenue, 8th Floor
North Bethesda, MD 20852
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
ESAB |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2026, ESAB Corporation (the “Company”) announced
the appointment of R. Brent Jones as Executive Vice President and Chief Financial Officer, effective early May 2026. Upon joining the
Company, Mr. Jones will serve as the Company’s principal financial officer.
Mr. Jones, age 56, has served as Executive Vice President and Chief
Financial Officer of Avantor, Inc., a life sciences solutions provider, since August 2023. Previously, Mr. Jones was Executive Vice President,
Chief Financial Officer and Chief Operating Officer at LifeScan Global Corporation, a medical devices company, from March 2023 to July
2023 and Chief Financial Officer at LifeScan from February 2020 to March 2023. Earlier in his career, Mr. Jones served as Chief Financial
Officer at Klöckner Pentaplast Group, a global packaging products manufacturer, from April 2016 to August 2018. He also held the
role of interim Chief Financial Officer at Pall Corporation, where he led the company's $13.8 billion sale to Danaher in 2015. Mr. Jones
began his career in investment banking with firms including Merrill Lynch and Bank of America, and practiced corporate law at Cravath,
Swaine & Moore. He holds an A.B. in Biochemistry and Asian Studies from Dartmouth College and a J.D. from Yale Law School.
There are no arrangements or understandings between Mr. Jones and any
other persons pursuant to which he was selected for his position with the Company. There are no family relationships between Mr. Jones
and any director or executive officer of the Company, and Mr. Jones has not participated in any “related party transactions”
with the Company as set forth in Item 404(a) of Regulation S-K.
The Company entered into a letter agreement with Mr. Jones on March
30, 2026 which established his compensation. Mr. Jones’s annual base salary will be $660,000. Mr. Jones will be eligible to participate
in the Company’s Annual Incentive Plan with a target bonus of 80% of his annual base salary. Mr. Jones will also be eligible to
participate in the Company’s long-term incentive plan and will receive an annual equity award with a target value of $1,800,000
starting in 2026. Mr. Jones will receive a transition bonus of $1,000,000, payable in two equal installments within 30 days of his start
date and the first anniversary thereof. In the event Mr. Jones terminates his employment relationship with the Company prior to the expiration
of two years after each installment, Mr. Jones’s is required to repay a pro-rata portion of the amount paid. Mr. Jones will also
receive a grant of restricted stock units with a target value of $3,000,000, which will vest ratably over three years. Mr. Jones will
participate in the same relocation, vacation, health, welfare, and retirement plans and policies as similarly situated executives. Mr.
Jones will also enter into indemnification and change in control agreements with the Company, the forms of which were previously filed
as Exhibit 10.7 and Exhibit 10.31, respectively, to the Company’s registration statement on Form 10-12B/A (File No. 001-41297) as
filed with the Securities and Exchange Commission on March 11, 2022.
On March 30, 2026, Kevin Johnson, Executive Vice President and Chief
Financial Officer of the Company, submitted his resignation to pursue a CFO opportunity at a privately held company. Mr. Johnson will
support ESAB in facilitating a smooth transition. Mr. Johnson’s decision to resign was due to personal reasons and was not a result
of any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial
reporting, operations, policies or practices. Mr. Johnson’s last day of employment with the Company is expected to be on or about
March 31, 2026. Shyam Kambeyanda, the Company’s President and Chief Executive Officer, will act as interim principal financial officer
until Mr. Jones joins the Company.
Separately, on March 30, 2026, Renato Negro, Vice President, Chief
Accounting Officer and Corporate Controller of the Company, informed the Company that he is resigning to pursue an opportunity at another
company. Mr. Negro’s decision to resign was due to personal reasons and was not a result of any disagreement with the Company on
any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies or practices.
Mr. Negro’s last day of employment with the Company is expected to be on or about April 3, 2026.
Julie Han, Vice President, Assistant Controller of the Company, has
been appointed Vice President, Chief Accounting Officer and Corporate Controller and will serve as principal accounting officer, effective
April 1, 2026. Ms. Han, age 48, has served as the Company’s Vice President, Assistant Controller since January 2020. She previously
served as the Company’s North America Controller from May 2019 to March 2020 and Director of External Reporting and Technical Accounting
of the Company’s prior parent company, Colfax Corporation (now Enovis), from September 2017 to May 2019. She also held a variety
of accounting and financial reporting roles at U.S. Silica Company from July 2013 to September 2017 and served as a Senior Auditor and
Manager at KPMG from January 2007 to June 2013. Ms. Han holds a Masters in Accounting from The George Washington University and a Masters
in Physical Oceanography from The Johns Hopkins University.
There are no arrangements or understandings between Ms. Han and any
other persons pursuant to which she was selected for her position with the Company. There are no family relationships between Ms. Han
and any director or executive officer of the Company, and Ms. Han has not participated in any “related party transactions”
with the Company as set forth in Item 404(a) of Regulation S-K.
As the Company’s Chief Accounting Officer, Ms. Han will receive
an annual base salary of $330,000. Ms. Han will be eligible to participate in the Company’s Annual Incentive Plan with a target
bonus of 45% of her base salary as well the Company’s long-term incentive plan with a target annual equity award of 45% of her base
salary. In connection with her promotion, Ms. Han will also receive a one-time grant of restricted stock units with a target value of
$100,000, which will vest ratably over three years.
Item 7.01 Regulation FD Disclosure.
On April 2, 2026, the Company issued a press release announcing the
Chief Financial Officer transition described in Item 5.02 of this Form 8-K as well as reaffirming its 2026 Outlook regarding core
sales, core aEBITDA and core aEPS as previously announced in its press release on February 2, 2026. A copy of the press release is
attached hereto as Exhibit 99.1.
The information contained under this Item 7.01 in this Current Report
on Form 8-K, including the information included in Exhibit 99.1 hereto, is being furnished and, as a result, such information shall not
be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section,
nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless
of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 99.1 |
|
ESAB Corporation press release, dated April 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 thereunto duly authorized.
Date: April 2, 2026
| |
By: |
/s/ Curtis E. Jewell |
| |
|
Name: |
Curtis E. Jewell |
| |
|
Title: |
SVP, General Counsel |
3
Exhibit 99.1
ESAB Corporation Announces CFO Transition
Appoints R. Brent Jones CFO
Reaffirms 2026 Outlook
NORTH BETHESDA, MD — April 2, 2026 – ESAB Corporation
("ESAB" or the "Company") (NYSE: ESAB), a focused premier industrial compounder, today announced R. Brent Jones has
been appointed Chief Financial Officer, effective early May 2026. Mr. Jones succeeds Kevin Johnson, who is leaving ESAB to pursue a CFO
opportunity at a privately held company. Kevin will support ESAB in facilitating a smooth transition.
Mr. Jones brings over three decades
of experience to ESAB and has served as CFO for several public companies, including Pall Corporation and, most recently, Avantor.
“We are excited to welcome Brent to ESAB,” said Shyam P.
Kambeyanda, ESAB’s President and Chief Executive Officer. “Brent is an exceptionally seasoned CFO who will help us accelerate
our 2028 plans and set the foundation for what follows. In his leadership roles, he has demonstrated an ability to navigate international
financial environments and deliver strong growth and value creation organically and inorganically. We thank Kevin for his contributions
to ESAB and wish him well in his future endeavors.”
“I am thrilled to join ESAB at such a pivotal moment in the Company's
evolution,” said Mr. Jones. “I look forward to partnering closely with Shyam and the entire team to build on the strong foundation
already in place, drive continued growth and create long-term shareholder value.”
“I'm thankful to the team for all we achieved together during
my time at ESAB," said Kevin. “I'm incredibly proud of the progress we’ve made over the past seven years and confident
the Company is well positioned to deliver on its long-term goals.”
Despite recent geopolitical events, ESAB is confident it can achieve
the low end of its core organic sales growth guidance and has multiple paths to attain the high end. The company also reaffirms its 2026
total core sales, aEBITDA and aEPS guidance ranges, which were previously announced on February 2, 2026.
About R. Brent Jones
Mr. Jones brings to ESAB extensive expertise in driving operational
and financial performance, developing high-performing finance teams, and executing complex strategic and capital markets transactions.
Most recently, he served as CFO at Avantor, leading the global finance organization for the life sciences solutions provider. Previously,
Mr. Jones was Chief Financial and Operating Officer at LifeScan, where he directed commercial finance, corporate reporting, FP&A,
investor relations, operations finance, tax, and treasury.
Earlier in his career, Mr. Jones served as CFO at Klöckner Pentaplast
Group, a global packaging products manufacturer serving pharmaceutical, food and beverage, and consumer markets. He also held the role
of interim CFO at Pall Corporation, where he led the company's $13.8 billion sale to Danaher in 2015. Mr. Jones began his career in investment
banking with firms including Merrill Lynch and Bank of America, and practiced corporate law at Cravath, Swaine & Moore. He holds
an A.B. in Biochemistry and Asian Studies from Dartmouth College and a J.D. from Yale Law School.
About ESAB
Founded in 1904, ESAB is a focused premier industrial compounder.
The Company's rich history of innovative products, workflow solutions and EBXai, enables its purpose of Shaping the world we imagine™.
ESAB is based in North Bethesda, Maryland and employs approximately 10,300 associates and serves customers in approximately 150 countries.
To learn more, visit www.ESABcorporation.com.
Cautionary Note Concerning 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, financial 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. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited
to, the pending acquisition of Eddyfi Technologies and the timing thereof, risks related to 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; 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, as well as other risks discussed in the Company’s
filings with the SEC.
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
