ESAB (NYSE: ESAB) closes $1.45B Eddyfi deal, adds hybrid equity
Rhea-AI Filing Summary
ESAB Corporation has completed its previously announced acquisition of Québec-based Eddyfi for cash consideration of $1.45 billion, subject to customary closing adjustments. Eddyfi is described as a global leader in advanced inspection and monitoring technologies, expanding ESAB’s workflow solutions across fabrication, inspection, and monitoring.
ESAB financed the deal with cash on hand, proceeds from 5.625% senior notes due 2031, and two private placements: 175,000 shares of 6.50% Series A Mandatory Convertible Preferred Stock for about $175.0 million and 1,254,255 common shares for about $143.0 million. The securities were issued under exemptions from registration, with future resale to be facilitated through Registration Rights Agreements.
The preferred stock carries a 6.50% annual cash dividend, a $1,000 liquidation preference per share, and will mandatorily convert in about three years into between 7.1806 and 8.2576 ESAB common shares per preferred share, subject to anti-dilution adjustments and a higher rate upon certain Fundamental Changes. ESAB’s second-quarter results will include one month of Eddyfi’s financials, and the company plans to update full-year guidance on its next earnings call.
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Insights
ESAB adds Eddyfi for $1.45B, funded with debt and hybrid equity.
ESAB has closed the $1.45 billion acquisition of Eddyfi, a specialist in advanced inspection and monitoring technologies. Management positions this as a strategic move to extend beyond fabrication into mission-critical inspection and monitoring, aiming for faster growth and less-cyclical, higher-margin revenue.
The transaction is financed with cash, 5.625% senior notes due 2031, and new equity: common shares plus 6.50% Series A Mandatory Convertible Preferred Stock. The preferred combines a fixed cash dividend and eventual conversion into 7.1806–8.2576 common shares, adding future equity while deferring dilution.
Registration rights for both the common and preferred-related conversion shares provide holders a pathway to liquidity after specified periods. Actual financial impact will become clearer when ESAB updates full-year guidance and files required acquired-business and pro forma financials within the stated 71-day window.
8-K Event Classification
Key Figures
Key Terms
Mandatory Convertible Preferred Stock financial
Registration Rights Agreement financial
Certificate of Designations regulatory
Fundamental Change financial
Applicable Market Value financial
anti-dilution adjustments financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| 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:
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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).
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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 2.01. | Completion of Acquisition or Disposition of Assets. |
On June 1, 2026, ESAB Corporation (the “Company” or “ESAB”) completed its previously announced acquisition of Eddyfi Holding Inc., a corporation incorporated under the laws of the Province of Québec (“Eddyfi”), and certain related entities (such transaction, the “Acquisition”). Pursuant to the terms of a Share Purchase Agreement (as amended, the “Purchase Agreement”) with the vendors party thereto and certain holding companies affiliated with certain of the vendors (the “Holdcos”), 9559-2796 Québec Inc., a corporation governed by the laws of the Province of Québec and a wholly owned indirect subsidiary of the Company (the “Purchaser”), acquired all of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price adjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi, its subsidiaries and the Holdcos as of the closing of the Acquisition.
The Company financed the Acquisition of Eddyfi with cash on hand, proceeds from the recent offering of 5.625% senior notes due 2031 and the private placements of Series A Mandatory Convertible Preferred Stock and Common Stock described in Item 3.02 below.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is only a summary and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto.
| Item 3.02. | Unregistered Sales of Equity Securities. |
On June 1, 2026, substantially concurrently with the closing of the Acquisition, the Company completed the previously announced private placements of (i) 175,000 shares (the “Preferred Shares”) of its 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, pursuant to that certain Preferred Stock Purchase Agreement dated February 2, 2026, between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $175.0 million and (ii) 1,254,255 shares (the “Common Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), in accordance with that certain Common Stock Purchase Agreement dated February 2, 2026 between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately $143.0 million. The information set forth in “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” is incorporated by reference into this Item 3.02. The Preferred Shares and the Common Shares were issued and sold in separate private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The issuance of Common Stock upon conversion of the Preferred Shares is expected to be exempt from registration pursuant to Section 3(a)(9) of the Securities Act. The Preferred Shares, shares of the Common Stock issuable upon conversion of the Preferred Shares and the Common Shares will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” is incorporated by reference into this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “Series A Mandatory Convertible Preferred Stock”), which became effective upon filing.
The Series A Mandatory Convertible Preferred Stock does not have a maturity date but will mandatorily convert into shares of the Company’s Common Stock on the mandatory conversion date, approximately three years after the initial issue date. Cumulative cash dividends on the Series A Mandatory Convertible Preferred Stock will be payable at a rate of 6.50% per annum (equivalent to $65.00 per annum per share), quarterly in arrears, when, as and if declared by the Company’s board of directors. Dividends will accumulate from the most recent date on which dividends have been paid or, if no dividends have been paid, from the initial issue date.
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Each share of the Series A Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends, and will automatically convert on the mandatory conversion date into between 7.1806 shares (the “Minimum Conversion Rate”) and 8.2576 shares (the “Maximum Conversion Rate”) of the Company’s Common Stock per share, depending on the Applicable Market Value of the common stock during the Settlement Period (each as defined in the Certificate of Designations). The conversion rates will be subject to certain customary anti-dilution adjustments. Prior to the mandatory conversion date, holders may elect to convert at any time at the Minimum Conversion Rate, subject to adjustment for any accumulated and unpaid dividends that have not been declared. The Series A Mandatory Convertible Preferred Stock may not be redeemed by the Company (other than in limited circumstances relating to HSR Act compliance). If a “Fundamental Change” occurs, holders will have the right to convert at an increased Fundamental Change Conversion Rate and to receive a Fundamental Change Dividend Make-whole Amount (each as defined in the Certificate of Designations) equal to the present value of all remaining scheduled dividend payments, discounted at 6.50% per annum.
The above description of the Series A Mandatory Convertible Preferred Stock Certificate of Designations is a summary and is qualified by reference to the full text of the Series A Mandatory Convertible Preferred Stock Certificate of Designations, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. A specimen certificate representing the Series A Mandatory Convertible Preferred Stock is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On June 2, 2026, the Company issued a press release announcing the completion of the acquisition of Eddyfi. 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 Securities Exchange Act of 1934, as amended (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 8.01. | Other Events. |
On June 1, 2026, the Company and the purchasers of the Common Shares entered into a Registration Rights Agreement (the “Common Stock Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC within 30 calendar days following the Closing Date for purposes of registering the resale of the Common Shares and to use its commercially reasonable efforts to have such registration statement declared effective no later than 30 calendar days following the Closing Date (or, in the event the SEC reviews and has written comments on such registration statement, 90 calendar days following the Closing Date). The Company agreed to keep such registration statement continuously effective until the earlier of (i) three years from the Closing Date and (ii) the date that all Common Shares covered by such registration statement have been sold thereunder or pursuant to Rule 144 without any limitation as to volume or manner of sale and without the need for current public information required by Rule 144(c)(1) under the Securities Act.
On June 1, 2026, the Company and the purchasers of the Preferred Shares also entered into a Registration Rights Agreement (the “MCP Registration Rights Agreement” and, together with the Common Stock Registration Rights Agreement, the “Registration Rights Agreements”), pursuant to which the Company agreed that if, following one year after the Closing Date (the “Resale Restriction Termination Date”), holders of the shares of Common Stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock (the “Conversion Shares”) are unable to sell such Conversion Shares pursuant to Rule 144 under the Securities Act, the Company will file a registration statement with the SEC within five business days of receiving a DTC Transfer Notice (or, if earlier, within 121 days following the Resale Restriction Termination Date) for purposes of registering the resale of such Conversion Shares. The Company agreed to use its commercially reasonable efforts to have such registration statement declared effective no later than 120 calendar days following the Resale Restriction Termination Date (or, in the event the SEC reviews and has written comments on such registration statement, 180 calendar days following the Resale Restriction Termination Date). The Company agreed to keep such registration statement continuously effective until the earlier of (i) when the Conversion Shares cease to be “Registrable Securities” (as defined in the MCP Registration Rights Agreement) and (ii) the 30th day following the first day on which no Series A Mandatory Convertible Preferred Stock is outstanding.
The foregoing descriptions of the Registration Rights Agreements do not purport to be complete and are qualified in their entirety by reference to the Common Stock Registration Rights Agreement and the MCP Registration Rights Agreement filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item are not being filed herewith. They will be filed with the Securities and Exchange Commission by amendment as soon as practicable, but not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not being filed herewith. It will be filed with the Securities and Exchange Commission by amendment as soon as practicable, but no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1 | Share Purchase Agreement, dated January 31, 2026, by and among the Purchaser, the Vendors, the Vendors’ Representatives, the Company, as a guarantor of the Purchaser, and certain other parties thereto (incorporated by reference herein to Exhibit 2.1 to the Company’s Form 8-K filed on February 2, 2026). | |
| 3.1 | Certificate of Designations of Preferences, Rights and Limitations of Series A Mandatory Convertible Preferred Stock of ESAB Corporation filed on June 1, 2026. | |
| 4.1 | Certificate of Series A Mandatory Convertible Preferred Stock. | |
| 10.1 | Registration Rights Agreement among the Company and purchasers of Common Shares. | |
| 10.2 | Registration Rights Agreement among the Company and purchasers of Series A Mandatory Convertible Preferred Stock. | |
| 99.1 | ESAB Corporation press release, dated June 2, 2026. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101. |
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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: June 2, 2026
| ESAB CORPORATION | |||
| By: | /s/ R. Brent Jones | ||
| Name: | R. Brent Jones | ||
| Title: | Executive Vice President, Chief Financial Officer | ||
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Exhibit 99.1
ESAB Corporation Completes Acquisition of Eddyfi Technologies
NORTH BETHESDA, MD — June 2, 2026 — ESAB Corporation (“ESAB” or the “Company”) (NYSE: ESAB), a focused premier industrial compounder, announced today it has completed its acquisition of Eddyfi Technologies (“Eddyfi”), a global leader in advanced inspection and monitoring technologies.
The addition of Eddyfi’s best-in-class instrumentation and monitoring technology builds on ESAB’s market leading end-to-end workflow solution and accelerates ESAB’s compounder journey.
“We are thrilled to welcome the Eddyfi team to ESAB,” said Shyam Kambeyanda, President and CEO of ESAB. “This acquisition marks an important milestone in our intentional strategy to extend into the inspection and monitoring space, a mission-critical market where we see an impressive long-term runway for compounding growth at attractive margins.”
Kambeyanda continued, “By combining Eddyfi’s technology leadership with our global scale, ESAB becomes an unrivaled provider of complete workflow solutions spanning fabrication, inspection, and monitoring. Eddyfi strengthens our portfolio, accelerates ESAB’s journey toward a business that is faster growing, higher margin, and less cyclical, and reinforces our position as the partner of choice for customers where quality, productivity, and asset integrity are non-negotiable.”
“Beyond the strategic fit, the Eddyfi team has their culture grounded in technology leadership, a strong growth mindset, and an entrepreneurial spirit. Their values align with ESAB’s culture and the way we build businesses. We place strong emphasis on a winning mentality, and we firmly believe that long-term success comes from building, investing in, and supporting teams over time. I’m confident this shared philosophy will enable Eddyfi to thrive and unlock extraordinary long-term value for our shareholders,” Kambeyanda concluded.
“Joining ESAB marks the beginning of a new chapter for Eddyfi, one that allows us to accelerate what we do best: innovating and solving critical challenges for our customers. With ESAB’s global reach and resources, we will move faster, expand our impact, and continue delivering the advanced inspection and monitoring solutions our customers rely on every day. Just as importantly, our teams, our technologies, and our commitment to our customers remain unchanged. We are building from a position of strength, with even greater opportunity ahead,” said Jeff Anderson, President, Eddyfi Technologies.
ESAB’s second quarter results will include one month of Eddyfi’s financial results, which was not reflected in ESAB’s outlook provided on May 7. ESAB will provide updated full year guidance including the impact of Eddyfi on our second quarter earnings call. “We are excited about the impact that Eddyfi will have on our business and look forward to updating you more fully on our second quarter earnings call,” said Kambeyanda.
About ESAB
Founded in 1904, ESAB Corporation (NYSE: ESAB) is a focused premier industrial compounder. The Company’s rich history of innovative products, workflow solutions and business system, EBXai, enables its purpose of Shaping the world we imagineTM. ESAB Corporation is based in North Bethesda, Maryland and employs more than 9,000 associates and serves customers in approximately 150 countries. To learn more, visit www.ESABcorporation.com.
About Eddyfi
Eddyfi is a global leader in advanced non-destructive testing instrumentation, providing inspection technologies to assess structural integrity of critical assets. Eddyfi offers a broad and integrated range of capabilities, including test and measurement instrumentation, advanced sensing, automated remote monitoring, robotics and software across key industries such as nuclear power generation, aerospace, defense, civil infrastructure, oil and gas, transportation and more. Headquartered in Québec (Canada), with a global footprint, world class R&D capabilities and deep domain expertise, Eddyfi serves customers in more than 110 countries and empowers them to enhance safety and productivity, protect the environment and save lives. Eddyfi employs more than 1,000 people.
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 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