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ESAB (ESAB) CHRO exercises RSUs; 902 shares withheld for taxes

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ESAB Corp Chief Human Resources Officer Michele Campion reported routine equity compensation activity involving restricted stock units. She exercised RSUs covering 1,835 shares of common stock, converting them into directly held shares. In connection with the vesting, 902 shares were withheld by ESAB at a price of $94.20 per share to satisfy her tax liability; no shares were sold in the market. Following these transactions, she directly holds 16,108 shares of common stock and 1,836 restricted stock units that continue to vest according to their schedule.

Positive

  • None.

Negative

  • None.
Insider Campion Michele
Role Chief Human Resources Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 1,835 $0.00 --
Exercise Common stock, par value $0.001 1,835 $0.00 --
Tax Withholding Common stock, par value $0.001 902 $94.20 $85K
Holdings After Transaction: Restricted Stock Units — 1,836 shares (Direct, null); Common stock, par value $0.001 — 16,108 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 1,835 shares Restricted stock units converted into ESAB common stock
Tax withholding shares 902 shares Shares withheld to satisfy tax liability on RSU vesting
Withholding price $94.20 per share Value used for shares withheld for taxes
Common shares after exercise 16,108 shares Total ESAB common stock directly held after transactions
RSUs remaining 1,836 units Restricted stock units remaining after the reported exercise
RSU vesting completion date May 12, 2027 Date when all remaining units from this award will vest
Restricted Stock Units financial
"The security title includes Restricted Stock Units with underlying common stock."
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 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
"Shares were withheld by ESAB Corporation to satisfy the reporting person's tax liability upon vesting."
derivative security financial
"Transaction code M is described as 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.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of common stock."
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*
Campion Michele
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Human Resources Officer
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 $0.00105/12/2026M1,835A(1)16,108D
Common stock, par value $0.00105/12/2026F902(2)D$94.215,206D
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)05/12/2026M1,83505/12/2025(3)05/12/2027Common stock, par value $0.0011,835$01,836D
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) executive Michele Campion report in this Form 4?

Michele Campion reported routine equity compensation activity, exercising 1,835 restricted stock units into common shares and having 902 shares withheld to cover taxes. No open-market stock sales or purchases were disclosed in this filing.

How many ESAB (ESAB) shares did Michele Campion have withheld for taxes?

ESAB withheld 902 shares from Michele Campion to satisfy tax obligations related to restricted stock unit vesting. The shares were valued at $94.20 each, and the company footnote clarifies no shares were sold by her in the market.

How many ESAB (ESAB) shares does Michele Campion hold after these transactions?

After the reported transactions, Michele Campion directly holds 16,108 shares of ESAB common stock. She also retains 1,836 restricted stock units that are scheduled to vest over time, according to the award’s vesting terms.

What is the nature of the restricted stock units reported for ESAB (ESAB)?

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

Were any ESAB (ESAB) shares sold on the open market in this Form 4?

No open-market sales were reported. A footnote states the 902 shares were withheld by ESAB to cover Michele Campion’s tax liability upon RSU vesting, and explicitly notes no shares were sold by her to satisfy this obligation.

When will Michele Campion’s remaining ESAB (ESAB) restricted stock units vest?

The filing states that the restricted stock unit award vests 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, if she remains eligible.