ESAB (ESAB) CFO Kevin Johnson exercises options, sells shares under 10b5-1 plan

Rhea-AI Filing Summary

ESAB Corp Chief Financial Officer Kevin J. Johnson reported several equity transactions in ESAB common stock. On February 6, 2026, he exercised an employee stock option for 9,139 shares at an exercise price of $33.49 per share, converting the option into common stock.

To cover the related tax liability and exercise price, 5,645 shares were withheld by ESAB at a price of $135.00 per share, rather than being sold in the market. Johnson also sold 3,494 shares of common stock at $134.62 per share under a pre-arranged Rule 10b5-1 trading plan. After these transactions, he directly owned 26,404 shares of ESAB common stock.

Insights

Equity compensation and insider-transactions analyst

CFO option exercise mostly offsets with tax withholding and small planned sale.

The CFO exercised 9,139 stock options at $33.49, converting them into common shares, which reflects use of previously granted equity compensation. A large portion, 5,645 shares, was withheld by ESAB at $135.00 to satisfy tax and exercise obligations rather than sold in the market.

An additional 3,494 shares were sold at $134.62 under a Rule 10b5-1 trading plan, indicating the sale followed a pre-established schedule. Following all moves, the CFO held 26,404 shares, so his overall equity exposure to ESAB remains meaningful despite the routine liquidity and tax-management transactions.

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^*

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)
02/06/2026

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	02/06/2026		M		9,139	A	$33.49	35,543	D
Common stock, par value $0.001	02/06/2026		F		5,645(1)	D	$135	29,898	D
Common stock, par value $0.001	02/06/2026		S(2)		3,494	D	$134.62	26,404	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	02/06/2026		M			9,139	04/05/2022	02/24/2026	Common stock, par value $0.001	9,139	$0	0	D

Explanation of Responses:

1. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the tax liability and exercise price associated with the reporting person's exercise of employee stock options. No shares were sold by the reporting person to satisfy the exercise price or this tax liability.

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

Remarks:

	/s/ Curtis E. Jewell, Attorney-in-Fact	02/09/2026
	** 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 Johnson report on February 6, 2026?

He exercised 9,139 stock options at $33.49, had 5,645 shares withheld to cover taxes and exercise costs, and sold 3,494 shares at $134.62, all in ESAB common stock.

How many ESAB (ESAB) shares does the CFO own after the reported Form 4 transactions?

After the February 6, 2026 transactions, ESAB Chief Financial Officer Kevin J. Johnson directly owns 26,404 shares of ESAB common stock, reflecting his remaining equity stake following the option exercise, tax withholding, and Rule 10b5-1 share sale.

Were ESAB (ESAB) CFO Kevin Johnson’s share sales under a Rule 10b5-1 plan?

Yes. The Form 4 states the 3,494 ESAB common shares sold at $134.62 on February 6, 2026 were effected under a previously adopted Rule 10b5-1 trading plan, indicating they followed a pre-set trading schedule.

Did ESAB (ESAB) CFO Kevin Johnson sell shares to pay the option exercise price or taxes?

No. The filing explains that 5,645 shares were withheld by ESAB to satisfy tax liability and the option exercise price, and that no shares were sold by Kevin Johnson for those specific obligations.

What stock option activity did ESAB (ESAB) disclose for its CFO on the Form 4?

The CFO exercised an employee stock option covering 9,139 ESAB common shares at an exercise price of $33.49. After this exercise, the related derivative position was reduced to zero, fully converting into common stock before subsequent tax withholding and share sale events.