ESAB (ESAB) CHRO gains RSU and performance shares, settles taxes with 1,796 withheld

Rhea-AI Filing Summary

ESAB Corp Chief Human Resources Officer Michele Campion reported equity-based compensation activity. She exercised 958 restricted stock units into the same number of common shares and received an additional 3,618 performance-based shares that vested after certification of performance criteria.

To cover related tax liabilities, ESAB withheld 328 shares and 1,468 shares at a reference price of $107.02 per share instead of a cash payment, and no shares were sold by Campion. After these transactions, she directly holds 14,273 shares of ESAB common stock.

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^*

Campion Michele

(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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		M		958	A	(1)	12,451	D
Common stock, par value $0.001	03/09/2026		F		328(2)	D	$107.02	12,123	D
Common stock, par value $0.001	03/09/2026		A		3,618	A	(3)	15,741	D
Common stock, par value $0.001	03/09/2026		F		1,468(4)	D	$107.02	14,273	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)	03/09/2026		M			958	03/08/2024(5)	03/08/2026	Common stock, par value $0.001	958	$0	0	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. Represents shares vested pursuant to performance-based restricted stock units granted on March 8, 2023, which vesting was subject to the certification of certain performance criteria. The award vested on March 8, 2026.

4. 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 performance-based restricted stock units. No shares were sold by the reporting person to satisfy this tax liability.

5. This award represents restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. All remaining restricted stock units from this award vested on March 8, 2026.

Remarks:

	/s/ Curtis E. Jewell, Attorney-in-Fact	03/11/2026
	** 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 transactions did ESAB (ESAB) report for Michele Campion?

ESAB reported that Chief Human Resources Officer Michele Campion exercised 958 restricted stock units and received 3,618 performance-based common shares. The company also withheld shares to cover taxes, and she ended with 14,273 directly held ESAB common shares.

Did Michele Campion buy or sell ESAB (ESAB) shares on the open market?

No open-market purchases or sales occurred. Shares were acquired via restricted stock unit vesting and performance-based awards, while 1,796 shares were withheld by ESAB to satisfy tax liabilities. Footnotes state no shares were sold by the reporting person for this tax obligation.

How many ESAB (ESAB) shares did Michele Campion receive through equity awards?

She acquired 958 ESAB common shares from restricted stock units and 3,618 additional common shares from performance-based restricted stock units. These awards vested after meeting time-based and performance criteria, increasing her equity stake before tax-withholding adjustments.

How many ESAB (ESAB) shares were withheld for Michele Campion’s taxes?

ESAB withheld 328 and 1,468 common shares, totaling 1,796 shares, to satisfy Michele Campion’s tax liabilities linked to vesting equity awards. The withholding used a reference price of about $107.02 per share and involved no market sale by Campion.

What is Michele Campion’s ESAB (ESAB) share ownership after these transactions?

Following the reported equity vesting and tax-withholding events, Michele Campion directly holds 14,273 shares of ESAB common stock. This figure reflects net shares after exercising restricted stock units, receiving performance-based shares, and having shares withheld to cover tax obligations.

What does transaction code F mean in Michele Campion’s ESAB (ESAB) Form 4?

Code F indicates shares were disposed of to cover taxes or exercise costs, not sold on the open market. In this case, ESAB withheld 1,796 shares from Michele Campion’s vesting awards solely to satisfy tax liabilities, with no discretionary share sale by her.