ESAB (ESAB) director receives 54 deferred stock units in lieu of cash pay

Rhea-AI Filing Summary

ESAB Corp reported that one of its directors received an equity-based award tied to board service. On 12/31/2025, the director was granted 54 deferred stock units, each representing the right to receive one share of ESAB common stock. These units were issued in lieu of the director’s cash retainer for serving on the Board.

The deferred stock units vest immediately, meaning they are fully earned on the grant date, but will be settled in ESAB common stock only after the director separates from the company. This aligns the director’s compensation more closely with ESAB’s long-term share performance without involving any open-market stock purchase or sale.

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
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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^*

Phillipps Stephanie M

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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
Deferred Stock Units	(1)	12/31/2025		A		54		(2)	(2)	Common stock, par value $0.001	54	$0	54	D

Explanation of Responses:

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

2. These deferred stock units were issued in lieu of the director's cash retainer for Board service and vest immediately. The units will be settled in ESAB common stock after the director's separation from the Company.

Remarks:

	/s/ Curtis E. Jewell, Attorney-in-Fact	01/05/2026
	** 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 transaction did ESAB (ESAB) report in this filing?

A director of ESAB Corp received 54 deferred stock units on 12/31/2025, each tied to one share of ESAB common stock, as part of Board compensation.

How many ESAB deferred stock units were granted to the director?

The director was granted 54 deferred stock units, with each unit representing a contingent right to receive one share of ESAB common stock.

Why did ESAB grant deferred stock units instead of cash to the director?

The filing states that the 54 deferred stock units were issued in lieu of the director's cash retainer for Board service, replacing cash compensation with equity-based pay.

When do the ESAB deferred stock units vest and settle?

The deferred stock units vest immediately but will be settled in ESAB common stock after the director's separation from the company.

What does each ESAB deferred stock unit represent?

Each deferred stock unit represents a contingent right to receive one share of ESAB common stock, linking the director’s compensation to the company’s share value.

Does this ESAB director transaction involve a cash price per share?

The table shows the deferred stock units with a price of $0, as they were granted as compensation in lieu of a cash retainer rather than purchased for cash.