ESAB (ESAB) awards 1.2M performance stock options to Executive Chair

Rhea-AI Filing Summary

ESAB Corp reported that Executive Chair of the Board Mitchell P. Rales received a grant of 1,200,000 stock options on June 10, 2026. These performance stock options have an exercise price of $82.92 per share and expire on June 9, 2033.

The options become exercisable, if at all, in three tranches. Vesting depends on ESAB’s simple average closing share price on the NYSE exceeding specified stock price hurdles over any 30-day trailing period during a four-year window starting on the second anniversary of the grant, plus his continued employment through the fourth, fifth and sixth anniversaries and the company’s certification of the price hurdles.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RALES MITCHELL P

Role Executive Chair of Board

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	1,200,000	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 1,200,000 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Performance stock options granted: 1,200,000 options Option exercise price: $82.92 per share Expiration date: June 9, 2033 +2 more

5 metrics

Performance stock options granted 1,200,000 options Grant to Executive Chair on June 10, 2026

Option exercise price $82.92 per share Strike price for granted options

Expiration date June 9, 2033 Option term end for the grant

Underlying common stock 1,200,000 shares Common stock issuable upon exercise

Vesting window Years 2–6 after grant Four-year period starting second anniversary

Key Terms

performance stock option, simple average closing prices, stock price hurdles, tranches, +1 more

5 terms

performance stock option financial

"the Issuer granted to the Reporting Person a performance stock option in connection with his appointment"

simple average closing prices financial

"the simple average closing prices of the Issuer's common stock on the NYSE during any 30-trailing day period"

stock price hurdles financial

"exceeding certain stock price hurdles during the four-year period"

"Stock price hurdles" are specific price levels that investors watch closely because reaching them can signal a potential change in the stock's future. Think of them like checkpoints in a video game; once the stock hits these levels, it might trigger new buying or selling activity, affecting whether the price goes up or down.

tranches financial

"The option becomes exercisable, if at all, in three tranches subject to (A) the simple average closing prices"

Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.

continued employment financial

"subject to ... the Reporting Person's continued employment with the Issuer through the later of the fourth, fifth and sixth anniversary"

Continued employment means that an individual remains in their current job without interruption. For investors, it signals stability and ongoing work that can affect company performance and future prospects. Like a steady heartbeat for a business, sustained employment helps ensure consistent operations and financial health.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RALES MITCHELL P

(Last) (First) (Middle)

11790 GLEN ROAD

(Street)

POTOMAC MARYLAND 20854

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ESAB Corp [ ESAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair of Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$82.92	06/10/2026		A		1,200,000		(1)	06/09/2033	Common stock, par value $0.001	1,200,000	$0	1,200,000	D

Explanation of Responses:

1. On June 10, 2026, the Issuer granted to the Reporting Person a performance stock option in connection with his appointment as Executive Chair of the Board of the Issuer. The option becomes exercisable, if at all, in three tranches subject to (A) the simple average closing prices of the Issuer's common stock on the NYSE during any 30-trailing day period exceeding certain stock price hurdles during the four-year period commencing on the second anniversary of the grant date and ending on the sixth anniversary of the grant date and (B) the Reporting Person's continued employment with the Issuer through the later of the fourth, fifth and sixth anniversary of the grant date, respectively, and the Company's certification of achievement of a stock price hurdle.

	/s/ Mitchell P. Rales	06/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did ESAB (ESAB) disclose about Mitchell Rales in this Form 4?

ESAB disclosed that Executive Chair Mitchell P. Rales received a grant of 1,200,000 performance stock options. The options are compensation, not an open-market purchase, and their vesting depends on future stock price performance and continued employment conditions.

How many ESAB stock options were granted to Mitchell Rales and at what price?

Mitchell P. Rales was granted 1,200,000 stock options for ESAB common stock. The options carry an exercise price of $82.92 per share, meaning he can buy shares at that price if vesting and other conditions are met in the future.

When do Mitchell Rales’s ESAB performance stock options expire?

The performance stock options granted to Mitchell P. Rales expire on June 9, 2033. If vesting hurdles are not met or the options are not exercised before that date, they will lapse and no longer permit the purchase of ESAB common shares.

What performance conditions apply to ESAB’s option grant to Mitchell Rales?

The options vest in three tranches only if ESAB’s simple average closing price on the NYSE over any 30-day trailing period exceeds specified stock price hurdles, during a defined four-year window. Vesting also requires continued employment and company certification of hurdle achievement.

Over what time period can ESAB’s stock price hurdles be achieved for this option grant?

The stock price hurdles for Mitchell Rales’s performance stock options can be achieved during the four-year period starting on the second anniversary of the June 10, 2026 grant and ending on the sixth anniversary, subject to the company certifying the achievement of each hurdle.

Is continued employment a requirement for Mitchell Rales’s ESAB options to vest?

Yes. For each tranche of the performance stock options to become exercisable, Mitchell P. Rales must remain employed by ESAB through the later of the fourth, fifth, and sixth anniversaries of the grant date, alongside the company certifying that applicable stock price hurdles were met.