ESAB (NYSE: ESAB) CHRO sells 5,096 shares, receives new awards

Rhea-AI Filing Summary

ESAB Corp Chief Human Resources Officer Michele Campion reported a mix of option exercises, stock sales, and new equity awards. She exercised employee stock options for 7,196 shares, then had 4,300 shares withheld by ESAB to cover taxes and exercise costs rather than selling into the market.

Campion also sold a total of 5,096 shares of common stock in open-market transactions around $122.63 per share under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, she directly owned 11,193 ESAB shares. Separately, she received new grants of 5,641 stock options and 1,624 restricted stock units that vest in three annual installments.

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).

X

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)
02/26/2026

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	02/27/2026		S(1)		2,200	D	$122.63	11,193	D
Common stock, par value $0.001	02/27/2026		M		7,196	A	$47.34	18,389	D
Common stock, par value $0.001	02/27/2026		F		4,300(2)	D	$122.63	14,089	D
Common stock, par value $0.001	02/27/2026		S(1)		2,896	D	$122.631(3)	11,193	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
Employee Stock Option (right to buy)	$124.87	02/26/2026		A		5,641		03/01/2027(4)	02/25/2033	Common stock, par value $0.001	5,641	$0	5,641	D
Restricted Stock Units	(5)	02/26/2026		A		1,624		03/01/2027(6)	03/01/2029	Common stock, par value $0.001	1,624	$0	1,624	D
Employee Stock Options (right to buy)	$47.34	02/27/2026		M			7,196	05/12/2023(7)	05/11/2029	Common stock, par value $0.001	7,196	$0	0	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

2. 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.

3. The price reported in this row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.630 to $122.670, inclusive. The reporting person undertakes to provide to ESAB Corporation, any security holder of ESAB Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.

4. These employee stock options vest and become exercisable in three equal, annual installments on the first day month following each of the first, second and third anniversaries of the date of grant.

5. Each restricted stock unit represents a contingent right to receive one share of common stock of ESAB Corporation.

6. 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.

7. These employee stock options vested and became exercisable in three equal, annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Curtis E. Jewell, Attorney-in-Fact	03/02/2026
	** 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) executive Michele Campion report?

Michele Campion reported option exercises, open-market sales, tax share withholding, and new equity awards. She exercised 7,196 options, sold 5,096 common shares, had 4,300 shares withheld for taxes and costs, and received 5,641 new options plus 1,624 restricted stock units.

How many ESAB (ESAB) shares did Michele Campion sell and at what price?

Michele Campion sold a total of 5,096 ESAB common shares in open-market transactions. The weighted average sale prices were about $122.63 per share, with individual trades ranging from $122.630 to $122.670, as described in the filing’s detailed pricing footnote.

Were Michele Campion’s ESAB (ESAB) share sales under a Rule 10b5-1 plan?

Yes, the reported ESAB share sales were executed under a pre-established Rule 10b5-1 trading plan. The filing notes the plan had been previously adopted by Campion, indicating the sales followed a preset schedule rather than being discretionary timing decisions.

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

After the reported transactions, Michele Campion directly owns 11,193 ESAB common shares. This figure reflects her option exercises, open-market sales, and tax-related share withholding, and represents her remaining direct share position following the activity disclosed.

What new equity awards did ESAB (ESAB) grant to Michele Campion?

Michele Campion received 5,641 employee stock options and 1,624 restricted stock units. The options and RSUs each vest in three equal annual installments beginning after the grant date, giving her additional long-term, performance-linked exposure to ESAB’s common stock.

How were taxes and exercise costs handled in Michele Campion’s ESAB option exercise?

ESAB withheld 4,300 shares in connection with net share settlement to cover the tax liability and exercise price from Campion’s option exercise. The filing specifies that no shares were sold by her in the market to satisfy these obligations.