[8-K] ESAB Corporation Reports Material Event

Rhea-AI Filing Summary

ESAB (NYSE:ESAB) filed an 8-K announcing it has signed a definitive agreement to acquire EWM GmbH, a German leader in heavy-industrial welding equipment and advanced automation.

The deal is expected to close in the second half of 2025, pending customary regulatory approvals and closing conditions. The disclosure is furnished under Item 7.01; therefore the accompanying press release (Exhibit 99.1) is not deemed “filed” for Exchange Act liability purposes.

No purchase price, financing terms, or projected financial impact were provided.

Positive

• Signed definitive agreement to acquire German welding-automation firm EWM GmbH; closing targeted for 2H 2025

Negative

• None.

Insights

M&A Specialist

Strategic acquisition broadens portfolio; details scarce.

Signing a definitive agreement to purchase EWM GmbH deepens ESAB’s presence in high-end heavy-industrial welding and automation. EWM’s European footprint and technology suite should complement ESAB’s consumables-heavy base, potentially unlocking cross-selling opportunities once the deal closes. The 8-K omits consideration and financing structure, but absence of equity-issuance language hints at cash or debt funding. With closing targeted for 2H 2025, integration planning likely already underway. While financial impact cannot yet be modelled, the transaction aligns with ESAB’s stated growth-through-acquisition strategy and appears strategically accretive.

Risk Analyst

Opaque valuation and approval risk temper enthusiasm.

The announcement lacks purchase price, leverage impact and synergy targets, preventing assessment of return thresholds and dilution. Regulatory approvals—particularly EU antitrust review—could delay or condition the closing, and the “second half 2025” timetable means no near-term earnings contribution. Until ESAB provides pro-forma financials, investors face uncertainty over potential overpayment and integration complexity. Strategically promising, but financially opaque—warranting a neutral stance pending further disclosure.

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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): June 26, 2025

ESAB Corporation

(Exact name of registrant as specified in its charter)

Delaware			001-41297			87-0923837
(State or other jurisdiction			(Commission			(I.R.S. Employer
of incorporation)			File Number)			Identification No.)

 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 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 7.01 Regulation FD Disclosure.

On June 26, 2025, ESAB Corporation, a Delaware corporation, issued a press release announcing it has signed a definitive agreement to acquire EWM GmbH, a German-based leader in heavy industrial welding equipment and advanced automation. The transaction is expected to close during the second half of 2025, subject to customary closing conditions and regulatory approvals. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

99.1 Press release of ESAB Corporation, dated June 26, 2025

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:

June 26, 2025

ESAB Corporation

By:

/s/ Curtis E. Jewell

Name:

Curtis E. Jewell

Title:

Senior Vice President, General Counsel and Secretary

FAQ

What company did ESAB (ESAB) agree to acquire?

ESAB signed a definitive agreement to acquire EWM GmbH, a German leader in heavy-industrial welding equipment and automation.

When is the ESAB–EWM deal expected to close?

The transaction is expected to close in the second half of 2025, subject to customary conditions and regulatory approvals.

Is the information in ESAB's June 26 2025 Form 8-K considered "filed"?

No. Item 7.01 information, including the press release, is furnished and not deemed filed under Section 18 of the Exchange Act.

Does the acquisition require regulatory approvals?

Yes. ESAB noted that customary regulatory approvals are required before the deal can close.

Were purchase price or financing terms disclosed?

No. The 8-K does not disclose the purchase price, financing structure, or projected financial impact of the acquisition.