ESAB (ESAB) HR chief gains stock as RSUs vest and shares withheld

Rhea-AI Filing Summary

ESAB Corp Chief Human Resources Officer Michele Campion reported the vesting of 633 restricted stock units, which were converted into an equal number of ESAB common shares on February 23, 2026. Each restricted stock unit represents a right to receive one ESAB common share.

To cover related tax obligations, 250 common shares were withheld by ESAB at $122.65 per share, as a tax-withholding disposition, and were not sold by Campion. After these transactions, she directly owned 13,393 ESAB common shares. The RSU award vests in three equal annual installments, with the remaining restricted stock units scheduled to vest on February 22, 2027.

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^*

Campion Michele

(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 Human Resources 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		633	A	(1)	13,643	D
Common stock, par value $0.001	02/23/2026		F		250(2)	D	$122.65	13,393	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			633	02/22/2025(3)	02/22/2027	Common stock, par value $0.001	633	$0	633	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).
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FAQ

What insider stock activity did ESAB (ESAB) report for Michele Campion?

ESAB reported that Chief Human Resources Officer Michele Campion had 633 restricted stock units vest and convert into common shares. A portion of those shares was simultaneously withheld to satisfy tax obligations tied to the vesting.

How many ESAB shares did Michele Campion acquire from RSU vesting?

Michele Campion acquired 633 ESAB common shares through the exercise and conversion of restricted stock units. Each restricted stock unit represents a contingent right to receive one ESAB common share, according to the filing’s footnote disclosure.

How were taxes handled on Michele Campion’s ESAB RSU vesting?

To satisfy tax obligations, 250 ESAB common shares were withheld by ESAB Corporation at $122.65 per share. The filing states these withheld shares covered Campion’s tax liability and that no shares were actually sold by her.

What is Michele Campion’s ESAB share ownership after these transactions?

Following the reported transactions, Michele Campion directly owned 13,393 ESAB common shares. This total reflects the newly issued shares from restricted stock unit conversion, net of the shares withheld by ESAB to cover associated tax liabilities.

How do Michele Campion’s ESAB restricted stock units vest over time?

The award of restricted stock units for Michele Campion vests in three equal annual installments beginning on the first anniversary of the grant date. The filing notes that the remaining restricted stock units are scheduled to vest on February 22, 2027.