ESAB Corp (ESAB) director Rales reports 493-share deferred stock grant

Rhea-AI Filing Summary

ESAB Corp director Mitchell P. Rales reported a grant of 493 shares of common stock in the form of deferred stock units on December 31, 2025, at a price of $0.00 per share. These units are payable only in common stock and will be settled after he leaves the Board, at the earlier of his death or January 31 of the second calendar year following his retirement.

After this grant, he directly holds 14,453 ESAB common shares. He also reports indirect holdings, including 3,355,765 shares through a single-member LLC, 4,816-share custodial accounts for his daughter for which he disclaims beneficial ownership, and 226,421 shares held by the Mitchell P. Rales Family Trust.

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^*

RALES MITCHELL P

(Last) (First) (Middle)

11790 GLEN ROAD

(Street)

POTOMAC MD 20854

(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
Common Stock, par value $.001	12/31/2025		A		493(1)	A	$0.00	14,453	D
Common Stock, par value $.001								3,355,765	I	Through single-member LLC(2)
Common Stock, par value $.001								4,816	I	By trust for daughter(3)
Common Stock, par value $.001								4,816	I	By trust for daughter(3)
Common Stock, par value $.001								226,421	I	By the Mitchell P. Rales Family Trust(4)

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

Explanation of Responses:

1. On December 31, 2025, the Issuer granted to the Reporting Person deferred stock units of the Issuer ("DSUs") in the amount indicated. Since the DSUs are payable solely in common stock, they are being reported in Table I of this Form 4. The underlying shares will not be issued until the earlier of the Reporting Person's death or January 31st of the second calendar year following the Reporting Person's retirement from the Board of Directors of the Issuer.

2. The reported shares are held through a single-member LLC, of which a revocable trust with the Reporting Person as the sole trustee and beneficiary is the sole member.

3. The reported shares are held through custodial accounts for the benefit of the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

4. The reporting person is a trustee of the Mitchell P. Rales Family Trust.

	/s/ Mitchell P. Rales	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.
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FAQ

What insider transaction did ESAB (ESAB) report for Mitchell P. Rales?

On December 31, 2025, ESAB Corp director Mitchell P. Rales received a grant of 493 deferred stock units payable in ESAB common stock at a price of $0.00 per share.

How many ESAB shares does Mitchell P. Rales hold directly after this transaction?

Following the reported grant, Mitchell P. Rales beneficially owns 14,453 ESAB common shares in direct ownership.

When will the deferred stock units granted to Mitchell P. Rales be settled in ESAB shares?

The deferred stock units will be paid in ESAB common stock at the earlier of Rales's death or January 31st of the second calendar year after his retirement from ESAB's Board of Directors.

What indirect ESAB shareholdings are reported for Mitchell P. Rales?

Indirect holdings include 3,355,765 shares through a single-member LLC, 4,816-share accounts for his daughter, and 226,421 shares held by the Mitchell P. Rales Family Trust.

Does Mitchell P. Rales claim beneficial ownership of ESAB shares held for his daughter?

No. The report states that the ESAB shares held through custodial accounts for his daughter are reported, but he disclaims beneficial ownership of those shares.

Why are the ESAB deferred stock units reported in the non-derivative table?

The explanation notes that the deferred stock units are payable solely in common stock, so they are reported as non-derivative securities in the common stock table.