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ESAB Corp (NYSE: ESAB) CEO nets shares after RSU vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ESAB Corp President and CEO Shyam Kambeyanda reported routine equity compensation activity involving restricted stock units (RSUs). On the reported date, RSUs covering 10,796 shares of common stock vested and were exercised into common shares at a conversion price of $0.00 per share. To cover associated tax obligations, ESAB Corporation withheld 5,053 shares through a net share settlement, as described in the footnotes, and no shares were sold by Kambeyanda on the market to satisfy this tax liability. Following these transactions, he holds 124,944 shares of ESAB common stock directly. The RSU award vests in three equal annual installments, with all remaining RSUs from this grant scheduled to vest on May 12, 2027.

Positive

  • None.

Negative

  • None.
Insider Kambeyanda Shyam
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 10,796 $0.00 --
Exercise Common stock, par value $0.001 10,796 $0.00 --
Tax Withholding Common stock, par value $0.001 5,053 $94.20 $476K
Holdings After Transaction: Restricted Stock Units — 10,797 shares (Direct, null); Common stock, par value $0.001 — 129,997 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of common stock of ESAB Corporation. 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. This award represents restricted stock units that vest in three equal annual installments beginning on the third anniversary of the grant date. All remaining restricted stock units from this award will vest on May 12, 2027.
RSUs exercised 10,796 shares Common stock received from RSU vesting on May 12, 2026
Shares withheld for taxes 5,053 shares Net share settlement at $94.20 per share for tax liability
Share price reference $94.20 per share Value used for shares withheld in tax-withholding disposition
Shares owned after transaction 124,944 shares Direct ESAB common stock holdings after Form 4 transactions
Remaining RSUs 10,797 units Restricted stock units scheduled to vest fully by May 12, 2027
Restricted Stock Units financial
"This award represents restricted stock units that vest in three equal annual installments"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
net share settlement financial
"Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability"
Net share settlement is a way of paying for financial transactions using only the difference in shares rather than exchanging full amounts of stock or cash. It’s like settling a debt by giving someone the exact number of shares needed to balance the books, making trades quicker and simpler. This method helps reduce the number of shares changing hands, saving time and costs.
tax liability financial
"to satisfy the reporting person's tax liability based upon the vesting of restricted stock units"
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
payment of exercise price or tax liability by delivering securities financial
"Payment of exercise price or tax liability by delivering securities"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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 MARYLAND 20852
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
ESAB Corp [ ESAB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock, par value $0.00105/12/2026M10,796A(1)129,997D
Common stock, par value $0.00105/12/2026F5,053(2)D$94.2124,944D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/12/2026M10,79605/12/2025(3)05/12/2027Common stock, par value $0.00110,796$010,797D
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 third anniversary of the grant date. All remaining restricted stock units from this award will vest on May 12, 2027.
Remarks:
/s/ Curtis E. Jewell, Attorney-in-Fact05/13/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did ESAB (ESAB) CEO Shyam Kambeyanda report in this Form 4?

Shyam Kambeyanda reported the vesting and exercise of restricted stock units into 10,796 ESAB common shares. The transaction reflects routine equity compensation rather than an open-market trade and was paired with share withholding to cover taxes.

How many ESAB shares were withheld for taxes in the CEO’s transaction?

ESAB withheld 5,053 common shares from Shyam Kambeyanda in a net share settlement to satisfy his tax liability. The withholding occurred in connection with RSU vesting, and footnotes clarify that no shares were sold by him to pay these taxes.

How many ESAB shares does the CEO hold after these Form 4 transactions?

After the reported RSU vesting, exercise, and tax withholding, Shyam Kambeyanda directly owns 124,944 ESAB common shares. This figure reflects his updated direct ownership position immediately following the May 12, 2026 equity compensation transactions.

Were any open-market sales reported by ESAB CEO Shyam Kambeyanda?

No open-market sales were reported. Footnotes state that 5,053 shares were withheld by ESAB Corporation solely to meet the CEO’s tax liability from RSU vesting, and that no shares were sold by him to satisfy this tax obligation.

What are the terms of the ESAB restricted stock units held by the CEO?

Each restricted stock unit represents a contingent right to receive one ESAB common share. The award vests in three equal annual installments, with all remaining units from this grant scheduled to vest on May 12, 2027, if vesting conditions are met.

How many restricted stock units remain outstanding for the ESAB CEO?

After the reported vesting and conversion of 10,796 units, 10,797 restricted stock units remain outstanding for Shyam Kambeyanda. These remaining units are part of the same award and are scheduled to fully vest by May 12, 2027 under the award’s terms.