ESAB Corp (ESAB) director receives 263 deferred stock units in lieu of cash

Rhea-AI Filing Summary

ESAB Corp reported a routine equity compensation move for one of its directors. On 12/31/2025, the director received 263 deferred stock units, each representing a contingent right to receive one share of ESAB common stock. These units were issued in lieu of the director's cash retainer for Board service, effectively paying board fees in stock-based form rather than cash.

The deferred stock units vest immediately, but will only be settled in ESAB common stock after the director separates from the company. This structure aligns the director’s compensation with long-term shareholder value while deferring actual share delivery until service on the Board ends.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

LUTZ ROBERT S

(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)

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

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
Deferred Stock Units	(1)	12/31/2025		A		263		(2)	(2)	Common stock, par value $0.001	263	$0	263	D

Explanation of Responses:

1. Each deferred stock unit represents a contingent right to receive one share of ESAB common stock.

2. These deferred stock units were issued in lieu of the director's cash retainer for Board service and vest immediately. The units will be settled in ESAB common stock after the director's separation from the Company.

Remarks:

	/s/ Curtis E. Jewell, Attorney-in-Fact	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.
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 in this Form 4?

ESAB disclosed that a director received 263 deferred stock units on 12/31/2025 as part of Board compensation.

How many ESAB deferred stock units were granted to the director?

The director was granted 263 deferred stock units, each representing a contingent right to receive one share of ESAB common stock.

Why did ESAB grant deferred stock units instead of cash to the director?

The 263 deferred stock units were issued in lieu of the director's cash retainer for Board service, substituting equity for cash fees.

When do the ESAB deferred stock units vest and settle?

The deferred stock units vest immediately, and will be settled in ESAB common stock after the director's separation from the company.

What does each ESAB deferred stock unit represent?

Each deferred stock unit represents a contingent right to receive one share of ESAB common stock.

Is this ESAB Form 4 filing for one or multiple reporting persons?

The filing states that it is a Form filed by one reporting person in relation to ESAB.