Mitchell P. Rales reports 493 DSUs and multi‑trust ESAB holdings

Rhea-AI Filing Summary

Mitchell P. Rales, a director of ESAB Corp (ESAB), received 493 deferred stock units (DSUs) on 09/30/2025 that are payable solely in common stock and reported at a $0.00 price. The DSUs will convert into shares upon the earlier of his death or January 31 of the second calendar year after his retirement from the board. Following the grant, the filing reports Mr. Rales' beneficial holdings as 13,960 shares directly and substantial indirect holdings including 3,355,765 shares held through a single-member LLC, 226,421 shares held by the Mitchell P. Rales Family Trust, and two custodial trust entries of 4,816 shares each for his daughter, which he disclaims beneficial ownership of. The Form 4 was signed on 10/02/2025.

Positive

• 493 DSUs granted to the director as deferred, non‑cash compensation
• Reporting person holds 3,355,765 shares indirectly via single‑member LLC, indicating substantial ownership stake
• Clear disclosure that DSUs convert to shares only on death or following retirement, improving transparency

Negative

• None.

Insights

Corporate Governance & Insider Transactions Analyst

Insider received 493 DSUs; retains substantial indirect control of ESAB via trusts and LLC.

The grant of 493 DSUs on 09/30/2025 is reported as a non‑cash director compensation award payable in common stock at a $0.00 price, with issuance deferred until death or after board retirement. This is a routine compensation mechanism for long‑serving directors.

Reported beneficial ownership totals show 13,960 directly owned shares and significant indirect holdings of 3,355,765 shares through a single‑member LLC plus 226,421 via a family trust; two custodial accounts of 4,816 shares each for a daughter are disclosed with a disclaimer of beneficial ownership. These entries clarify ownership layers without stating any transfers or sales.

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

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

1. Name and Address of Reporting Person^*

RALES MITCHELL P

(Last) (First) (Middle)

11790 GLEN ROAD

(Street)

POTOMAC MD 20854

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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

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

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
Common Stock, par value $.001	09/30/2025		A		493(1)	A	$0.00	13,960	D
Common Stock, par value $.001								3,355,765	I	Through single-member LLC(2)
Common Stock, par value $.001								4,816	I	By trust for daughter(3)
Common Stock, par value $.001								4,816	I	By trust for daughter(3)
Common Stock, par value $.001								226,421	I	By the Mitchell P. Rales Family Trust(4)

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

Explanation of Responses:

1. On September 30, 2025, the Issuer granted to the Reporting Person deferred stock units of the Issuer ("DSUs") in the amount indicated. Since the DSUs are payable solely in common stock, they are being reported in Table I of this Form 4. The underlying shares will not be issued until the earlier of the Reporting Person's death or January 31st of the second calendar year following the Reporting Person's retirement from the Board of Directors of the Issuer.

2. The reported shares are held through a single-member LLC, of which a revocable trust with the Reporting Person as the sole trustee and beneficiary is the sole member.

3. The reported shares are held through custodial accounts for the benefit of the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

4. The reporting person is a trustee of the Mitchell P. Rales Family Trust.

	/s/ Mitchell P. Rales	10/02/2025
	** 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).
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FAQ

What insider transaction did Mitchell P. Rales report for ESAB (ESAB)?

On 09/30/2025 Mitchell P. Rales was granted 493 deferred stock units (DSUs) reported at a $0.00 price; the Form 4 was signed on 10/02/2025.

When will the DSUs granted to Mitchell P. Rales convert into ESAB common stock?

The DSUs will be issued as common stock upon the earlier of the reporting person's death or January 31 of the second calendar year following his retirement from the Board.

How many ESAB shares does Mitchell P. Rales beneficially own according to the filing?

The filing reports 13,960 shares directly and indirect holdings including 3,355,765 via a single‑member LLC, 226,421 via the Mitchell P. Rales Family Trust, and two custodial entries of 4,816 shares each for his daughter.

Are there any sales of ESAB shares reported by Mitchell P. Rales in this Form 4?

No sales are reported. The Form 4 records an A (acquisition) code for 493 DSUs and lists beneficial ownership positions; no dispositions are shown.

Does Mitchell P. Rales claim beneficial ownership of shares held for his daughter?

No. The filing disclaims beneficial ownership of the shares held in custodial accounts for his daughter and states the disclaimer explicitly.