ESAB Corp (ESAB) CFO receives stock awards; shares withheld to cover taxes

Rhea-AI Filing Summary

ESAB Corp Chief Financial Officer Kevin J. Johnson reported compensation-related equity transactions. He exercised 2,006 restricted stock units into an equal number of common shares and received a separate stock award of 7,582 common shares. ESAB withheld a total of 4,713 shares, valued at $107.02 per share, to cover tax liabilities upon vesting, with no shares sold on the open market. After these transactions, Johnson directly holds 32,561 shares of ESAB common stock.

Insights

Equity compensation analyst

CFO activity reflects routine equity vesting, tax withholding, and new awards.

Kevin J. Johnson, CFO of ESAB Corp, exercised 2,006 restricted stock units into common shares and received a new 7,582-share stock award. These are standard components of executive compensation, tied to time-based and performance-based vesting.

The company withheld 4,713 shares at $107.02 per share to satisfy tax liabilities, as confirmed in the footnotes, and explicitly notes that no shares were sold by Johnson. Following these actions, he directly owns 32,561 common shares, with no remaining derivatives shown in this filing.

Because all dispositions were for tax withholding and there were no open-market sales or large reductions in holdings, the activity appears routine rather than thesis-changing for investors. Future compensation-related vestings would be expected to appear in subsequent filings.

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).

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^*

Johnson Kevin J

(Last) (First) (Middle)

909 ROSE AVE, 8TH FLOOR

(Street)

NORTH BETHESDA MD 20852

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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 $0.001	03/09/2026		M		2,006	A	(1)	29,692	D
Common stock, par value $0.001	03/09/2026		F		986(2)	D	$107.02	28,706	D
Common stock, par value $0.001	03/09/2026		A		7,582	A	(3)	36,288	D
Common stock, par value $0.001	03/09/2026		F		3,727(4)	D	$107.02	32,561	D

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
Restricted Stock Units	(1)	03/09/2026		M			2,006	03/08/2024(5)	03/08/2026	Common stock, par value $0.001	2,006	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of ESAB Corporation.

2. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability based upon the vesting of restricted stock units. No shares were sold by the reporting person to satisfy this tax liability.

3. Represents shares vested pursuant to performance-based restricted stock units granted on March 8, 2023, which vesting was subject to the certification of certain performance criteria. The award vested on March 8, 2026.

4. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability based upon the vesting of performance-based restricted stock units. No shares were sold by the reporting person to satisfy this tax liability.

5. This award represents restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. All remaining restricted stock units from this award vested on March 8, 2026.

Remarks:

	/s/ Curtis E. Jewell, Attorney-in-Fact	03/11/2026
	** 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.

FAQ

What insider transactions did ESAB (ESAB) CFO Kevin J. Johnson report?

Kevin J. Johnson reported exercising 2,006 restricted stock units into common shares and receiving a separate 7,582-share stock award. All dispositions were shares withheld by ESAB to cover tax liabilities tied to these vestings, with no open-market sales by Johnson.

Did the ESAB (ESAB) CFO sell any shares on the open market in this Form 4?

No, the filing specifies that no shares were sold by Kevin J. Johnson. Shares reported as dispositions were withheld by ESAB to satisfy tax liabilities upon vesting of restricted stock units and performance-based awards, using shares instead of cash for the tax payment.

How many ESAB (ESAB) shares does the CFO hold after these transactions?

After exercising restricted stock units, receiving a new stock award, and having shares withheld for taxes, Kevin J. Johnson directly holds 32,561 shares of ESAB common stock. This total reflects all the reported transactions as of the transaction date in the Form 4.

What was the tax withholding treatment in the ESAB (ESAB) CFO’s Form 4?

ESAB withheld 4,713 common shares from Kevin J. Johnson at a value of $107.02 per share to cover tax liabilities arising from vesting of restricted stock units and performance-based awards. The footnotes clarify these were net share settlements, not market sales by Johnson.

What types of awards vested for the ESAB (ESAB) CFO in this filing?

The filing shows vesting of restricted stock units and performance-based restricted stock units for Kevin J. Johnson. Footnotes explain that performance-based units granted on March 8, 2023 vested after certification of performance criteria, and remaining units from another award fully vested on March 8, 2026.

Is the ESAB (ESAB) CFO’s Form 4 activity primarily compensation-related?

Yes, the activity reflects typical executive compensation events: vesting and exercise of restricted stock units, a new stock award, and share withholding for taxes. There are no open-market purchases or sales, indicating routine equity compensation rather than discretionary trading in ESAB shares.