ESAB Corp (ESAB) CFO nets 1,396 shares as 687 cover tax

Rhea-AI Filing Summary

ESAB Corp Chief Financial Officer Kevin J. Johnson reported equity award activity involving restricted stock units and common shares. On February 23, 2026, he acquired 1,396 restricted stock units, each representing a contingent right to one ESAB common share.

The same day, he acquired 1,396 shares of common stock through an exercise or conversion of derivative securities, bringing his direct common stock holdings to 27,800 shares before tax withholding. ESAB then withheld 687 shares at $122.65 per share to satisfy tax liabilities upon RSU vesting, leaving him with 27,113 directly owned shares. The filing notes that no shares were sold by Johnson to cover these taxes.

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

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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)
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		1,396	A	(1)	27,800	D
Common stock, par value $0.001	02/23/2026		F		687(2)	D	$122.65	27,113	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)	02/23/2026		M			1,396	02/22/2025(3)	02/22/2027	Common stock, par value $0.001	1,396	$0	1,396	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. 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) CFO Kevin J. Johnson report in his latest Form 4?

ESAB CFO Kevin J. Johnson reported equity award activity involving restricted stock units and common shares. He acquired 1,396 RSUs, converted 1,396 shares of common stock, and had 687 shares withheld to cover tax liabilities related to RSU vesting.

How many ESAB common shares does the CFO hold after this Form 4?

After these transactions, ESAB CFO Kevin J. Johnson directly owns 27,113 common shares. This reflects 1,396 shares acquired via derivative exercise or conversion, followed by 687 shares withheld by ESAB to satisfy his tax obligations related to restricted stock unit vesting.

Were any ESAB shares sold by the CFO to cover taxes in this filing?

No, the filing specifies that no ESAB shares were sold by CFO Kevin J. Johnson to cover taxes. Instead, 687 shares were withheld by ESAB Corporation itself through net share settlement to satisfy his tax liability upon vesting of restricted stock units.

What is the significance of the 1,396 ESAB restricted stock units in this Form 4?

The 1,396 restricted stock units represent a contingent right to receive one ESAB common share per unit. According to the disclosure, these RSUs are part of an award that vests in three equal annual installments, with remaining units scheduled to vest on February 22, 2027.

At what price were ESAB shares withheld for the CFO’s tax liability?

ESAB withheld 687 common shares from CFO Kevin J. Johnson at a price of $122.65 per share. This net share settlement method was used solely to satisfy his tax liability arising from the vesting of restricted stock units, rather than through open-market sales.

How do the ESAB restricted stock units vest for the CFO’s award?

The restricted stock units vest in three equal annual installments under the award described. The disclosure notes that the remaining RSUs from this grant are scheduled to vest on February 22, 2027, providing ongoing equity-based compensation tied to ESAB common stock performance.