ESAB Corp (ESAB) CFO converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

ESAB Corp Chief Financial Officer Kevin J. Johnson exercised 1,127 restricted stock units into common shares, increasing his direct holdings. On the same date, 554 common shares were withheld by ESAB to cover tax obligations upon vesting, rather than sold in the market.

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)
03/02/2026

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	03/02/2026		M		1,127	A	(1)	28,240	D
Common stock, par value $0.001	03/02/2026		F		554(2)	D	$121.64	27,686	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)	03/02/2026		M			1,127	03/01/2026(3)	03/01/2028	Common stock, par value $0.001	1,127	$0	2,254	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. These restricted stock units vest in three equal, annual installments on the first day of the month following each of the first, second and third anniversaries of the date of grant.

Remarks:

	/s/ Curtis E. Jewell, Attorney-in-Fact	03/03/2026
	** 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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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) disclose for its CFO?

ESAB disclosed that CFO Kevin J. Johnson exercised 1,127 restricted stock units into common stock. On the same date, 554 common shares were withheld by the company to satisfy tax liabilities related to the RSU vesting, rather than sold in the open market.

How many ESAB restricted stock units did the CFO convert to shares?

Kevin J. Johnson converted 1,127 restricted stock units into ESAB common shares. Each unit represents a contingent right to receive one share, so the exercise directly increased his common stock holdings, reflecting equity-based compensation vesting granted by the company.

Were any ESAB shares sold by the CFO in this Form 4 filing?

No, the filing specifies that no shares were sold by the CFO. Instead, 554 shares of ESAB common stock were withheld by the company to cover tax liabilities arising from the vesting of restricted stock units reported in the same Form 4.

Why were 554 ESAB shares disposed of in the tax-withholding transaction?

The 554 ESAB shares were withheld to satisfy Kevin J. Johnson’s tax liability from RSU vesting. This disposition, reported with transaction code “F,” reflects payment of taxes using shares, not an open-market sale, at a price of $121.6400 per share.

How do the ESAB CFO’s restricted stock units vest over time?

The reported restricted stock units vest in three equal annual installments. Vesting occurs on the first day of the month following each of the first, second, and third anniversaries of the grant date, aligning compensation with multi-year service at ESAB Corporation.

What is the CFO’s ESAB common stock holding after these transactions?

After the derivative exercise and tax-withholding disposition, Kevin J. Johnson directly holds 27,686 shares of ESAB common stock. This balance reflects the net result of converting 1,127 restricted stock units and withholding 554 shares to cover associated tax obligations.