ESAB Corp (ESAB) SVP exercises 3,960 stock options in net share settlement

Rhea-AI Filing Summary

ESAB Corp SVP and General Counsel Curtis E. Jewell reported an employee stock option exercise and related tax withholding. On January 26, 2026, he exercised options for 3,960 shares of common stock at $33.49 per share. ESAB withheld 2,512 shares at $120.475 per share to cover the exercise price and associated tax liability, and no shares were sold into the market for this purpose. After these transactions, Jewell directly owned 15,626 shares of ESAB common stock and indirectly held 354.75 shares through a 401(k) plan.

Insights

Insider transactions analyst

Routine option exercise with tax withholding, no open-market sale.

Curtis E. Jewell, SVP and General Counsel of ESAB Corp, exercised employee stock options for 3,960 shares at an exercise price of $33.49 on January 26, 2026. The underlying option position was fully exercised, leaving zero derivative securities from this grant.

To cover the exercise price and related tax liability, 2,512 shares of common stock were withheld by ESAB at a value of $120.475 per share, as described in the footnote. The disclosure states that no shares were sold by the reporting person to satisfy these obligations.

Following the transactions, Jewell directly held 15,626 ESAB common shares and indirectly held 354.75 shares through a 401(k) plan. These are typical mechanics for a net share settlement and, based on the information provided, represent a routine compensation-related transaction rather than a discretionary open-market sale.

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

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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^*

Jewell Curtis E

(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)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		M		3,960	A	$33.49	18,138	D
Common stock, par value $0.001	01/26/2026		F		2,512(1)	D	$120.475	15,626	D
Common stock, par value $0.001								354.75	I	By 401K Plan

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
Employee Stock Option (right to buy)	$33.49	01/26/2026		M			3,960	04/05/2022	02/24/2026	Common stock, par value $0.001	3,960	$0	0	D

Explanation of Responses:

1. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the tax liability and exercise price associated with the reporting person's exercise of employee stock options. No shares were sold by the reporting person to satisfy the exercise price or this tax liability.

Remarks:

	/s/ Curtis E. Jewell	01/28/2026
	** 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) report for Curtis E. Jewell?

ESAB reported that SVP and General Counsel Curtis E. Jewell exercised employee stock options for 3,960 shares on January 26, 2026. The option exercise converted a derivative position into common stock as part of his equity compensation package.

How many ESAB shares did Curtis E. Jewell acquire and at what price?

Curtis E. Jewell exercised options for 3,960 ESAB common shares at an exercise price of $33.49 per share. This transaction moved shares from an employee stock option into directly held common stock as part of his compensation.

Were any ESAB shares sold on the market in this Form 4 transaction?

No, the filing states that no shares were sold by the reporting person to satisfy the exercise price or tax liability. Instead, ESAB withheld 2,512 shares in a net share settlement to cover those obligations directly.

Why were 2,512 ESAB shares withheld in Curtis Jewell’s Form 4 filing?

ESAB withheld 2,512 shares in connection with a net share settlement to satisfy the tax liability and exercise price from Jewell’s option exercise. This reduced the number of shares delivered but avoided an open-market sale to raise cash.

How many ESAB shares does Curtis E. Jewell own after the reported transactions?

After the reported transactions, Curtis E. Jewell directly owned 15,626 ESAB common shares. In addition, he indirectly held 354.75 shares through a 401(k) plan, reflecting both direct and retirement-plan-related ownership positions.

What derivative security was involved in Curtis Jewell’s ESAB Form 4?

The derivative security was an employee stock option, giving a right to buy ESAB common stock at $33.49 per share. On January 26, 2026, Jewell exercised all 3,960 option shares, leaving no remaining options from this particular grant.