ESAB (NYSE: ESAB) CEO trades shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

ESAB Corp President and CEO Shyam Kambeyanda reported a mix of option exercises, restricted stock unit activity, and share sales. On February 23, 2026, he exercised employee stock options covering 59,404 shares of common stock at $33.49 per share and converted 4,466 restricted stock units into common shares.

He then sold 59,404 common shares in open-market transactions at weighted-average prices ranging from $122.460 to $128.950 per share under a previously adopted Rule 10b5-1 trading plan. Following these transactions, he directly owns 102,239 shares of common stock and 4,467 restricted stock units. A total of 2,091 shares were withheld to satisfy tax obligations related to the vesting of restricted stock units.

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).

X

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^*

Kambeyanda Shyam

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		59,404	A	$33.49	159,268	D
Common stock, par value $0.001	02/23/2026		S(1)		32,286	D	$122.998(2)	126,982	D
Common stock, par value $0.001	02/23/2026		S(1)		12,705	D	$123.716(3)	114,277	D
Common stock, par value $0.001	02/23/2026		S(1)		10,813	D	$124.996(4)	103,464	D
Common stock, par value $0.001	02/23/2026		S(1)		1,300	D	$125.79(5)	102,164	D
Common stock, par value $0.001	02/23/2026		S(1)		600	D	$127.864(6)	101,564	D
Common stock, par value $0.001	02/23/2026		S(1)		1,700	D	$128.752(7)	99,864	D
Common stock, par value $0.001	02/23/2026		M		4,466	A	(8)	104,330	D
Common stock, par value $0.001	02/23/2026		F		2,091(9)	D	$122.65	102,239	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
Employee Stock Option (right to buy)	$33.49	02/23/2026		M			59,404	04/05/2022	02/24/2026	Common stock, par value $0.001	59,404	$0	0	D
Restricted Stock Units	(8)	02/23/2026		M			4,466	02/22/2025(10)	02/22/2027	Common stock, par value $0.001	4,466	$0	4,467	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

2. The price reported in this row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.460 to $123.455, inclusive. The reporting person undertakes to provide to ESAB Corporation, any security holder of ESAB Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.

3. The price reported in this row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.460 to $124.430, inclusive. The reporting person undertakes to provide to ESAB Corporation, any security holder of ESAB Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

4. The price reported in this row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.465 to $125.390, inclusive. The reporting person undertakes to provide to ESAB Corporation, any security holder of ESAB Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.

5. The price reported in this row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.495 to $125.940, inclusive. The reporting person undertakes to provide to ESAB Corporation, any security holder of ESAB Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.

6. The price reported in this row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.375 to $128.200, inclusive. The reporting person undertakes to provide to ESAB Corporation, any security holder of ESAB Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) to this Form 4.

7. The price reported in this row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.560 to $128.950, inclusive. The reporting person undertakes to provide to ESAB Corporation, any security holder of ESAB Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (7) to this Form 4.

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

9. 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.

10. This award represents restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. The remaining restricted stock units will vest on February 22, 2027.

Remarks:

	/s/ Curtis E. Jewell, Attorney-in-Fact	02/25/2026
	** 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 did ESAB (ESAB) CEO Shyam Kambeyanda report in this Form 4?

Shyam Kambeyanda reported exercising employee stock options and restricted stock units, then selling common shares. The filing details option exercises for 59,404 shares, conversion of 4,466 restricted stock units, and multiple open-market sales of 59,404 shares executed on February 23, 2026.

How many ESAB (ESAB) shares did the CEO sell and at what prices?

The CEO sold 59,404 shares of ESAB common stock in multiple open-market transactions. Weighted-average sale prices ranged from $122.460 to $128.950 per share, with separate price ranges disclosed for each sale grouping in the footnotes to the Form 4.

Were ESAB (ESAB) CEO share sales under a Rule 10b5-1 trading plan?

Yes, the sales were executed under a previously adopted Rule 10b5-1 trading plan. A footnote states that all sales reported in this Form 4 were effected pursuant to that pre-arranged plan established by the reporting person before the trade date.

What stock option and RSU activity did ESAB (ESAB) disclose for the CEO?

The filing shows an exercise of employee stock options covering 59,404 shares at $33.49 per share and the conversion of 4,466 restricted stock units. Each restricted stock unit represents a contingent right to receive one ESAB common share, as described in the footnotes.

How many ESAB (ESAB) shares and RSUs does the CEO hold after these transactions?

After the reported transactions, the CEO directly owns 102,239 shares of ESAB common stock and 4,467 restricted stock units. A footnote notes that the remaining restricted stock units vest in three equal annual installments, with unvested units scheduled to vest on February 22, 2027.

Why were 2,091 ESAB (ESAB) shares disposed of in a tax-withholding transaction?

The Form 4 shows 2,091 shares disposed of to cover taxes upon RSU vesting. A footnote explains these were shares withheld by ESAB Corporation in a net share settlement to satisfy the reporting person’s tax liability, with no shares sold in the market for this purpose.