Mitchell Rales backs ESAB (NYSE: ESAB) deal with $100M preferred

Rhea-AI Filing Summary

ESAB Corporation shareholder Mitchell P. Rales filed Amendment No. 1 to his Schedule 13D, reporting beneficial ownership of 3,606,271 shares of common stock, representing about 5.9% of the 60,710,966 shares outstanding as of October 22, 2025.

The filing explains that ESAB agreed to acquire Eddyfi Holding Inc., and in connection with this, ESAB will issue 175,000 shares of 6.50% Series A Mandatory Convertible Preferred Stock with an aggregate liquidation preference of $175.0 million. Rales agreed to purchase $100.0 million of this preferred stock, funded with his working capital.

The preferred shares will be issued at a closing that is contingent on, and substantially concurrent with, the closing of the Eddyfi acquisition. Rales will be subject to a lock-up from February 2, 2026 through 90 days after closing and will receive customary registration rights for common stock issuable upon conversion of the preferred shares.

Insights

Equity ownership and transactions analyst

Rales maintains a 5.9% ESAB stake and commits $100M to a new preferred financing tied to an acquisition.

The amendment shows Mitchell P. Rales beneficially owning 3,606,271 ESAB common shares, or about 5.9% of the 60,710,966 shares outstanding as of October 22, 2025. His holdings span trusts, minor children, an IRA and deferred stock units, illustrating a long-term, structured position.

The document also details ESAB’s plan to fund its acquisition of Eddyfi Holding Inc. using 175,000 shares of 6.50% Series A Mandatory Convertible Preferred Stock with a $175.0 million aggregate liquidation preference. Rales has agreed to purchase $100.0 million of this preferred, to be issued at a closing that is contingent on and substantially concurrent with the acquisition closing.

Rales’ investment will be funded from his working capital and is subject to a lock-up from February 2, 2026 through 90 days after closing. A future Registration Rights Agreement will give investors, including Rales, customary rights for common stock issuable upon conversion of the preferred shares, so subsequent filings may outline actual conversion activity once the deal closes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ESAB Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

29605J106

(CUSIP Number)

Scott Brannan
11790 Glen Road,
Potomac, MD, 20854
(301) 299-2225

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 29605J106

1

Name of reporting person

Mitchell P. Rales

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,606,271.00
8	Shared Voting Power
9	Sole Dispositive Power 3,606,271.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

3,606,271.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Based on 60,710,966 shares of the Company's common stock outstanding as of October 22, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Commission on October 29, 2025. EXPLANATORY NOTE This Amendment No. 1 (this "Amendment No. 1") to the Statement on Schedule 13D (as amended, the "Statement") is being filed with the Securities and Exchange Commission (the "Commission") to report the Reporting Person's beneficial ownership of the common stock, par value $0.001 per share of ESAB Corporation, a corporation organized under the laws of the state of Delaware (the "Company"). This Amendment amends and supplements the Statement originally filed on August 18, 2022 with the Commission. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: ESAB Corporation
(c)	Address of Issuer's Principal Executive Offices: 909 Rose Avenue, 8th Floor, North Bethesda, MARYLAND , 20852.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is hereby supplemented with the information contained in Item 6 of this Amendment No. 1, which is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby supplemented with the information contained in Item 6 of this Amendment No. 1, which is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Person is the beneficial owner of 3,606,271 shares of common stock representing approximately 5.9% of the 60,710,966 shares outstanding, as disclosed in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2025. The Reporting Person's ownership consists of 3,355,765 shares owned by a revocable trust of which the Reporting Person is the trustee, 9,632 shares owned by the Reporting Person's two minor children, 226,421 shares held by the Mitchell P. Rales Family Trust of which the Reporting Person is trustee, and 14,453 shares owned directly (consisting of 8,333 shares attributable to the Reporting Person's individual retirement account and 6,120 deferred stock units of the Company). The shares underlying the deferred stock units will not be issued until the earlier of the Reporting Person's death or January 31st of the second calendar year following the Reporting Person's retirement from the Board of Directors of the Company. The Reporting Person disclaims beneficial ownership of all shares that are owned directly or indirectly by Steven M. Rales, his brother.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Statement is hereby amended and supplemented with the following: Preferred Stock Purchase Agreement As disclosed in the Company's Current Report on Form 8-K filed on February 2, 2026, on January 31, 2026, the Company and 9559-2796 Quebec Inc., a wholly owned indirect subsidiary of the Company (the "Purchaser"), entered into a Share Purchase Agreement with various parties pursuant to which, upon the terms and subject to the conditions set forth therein, the Purchaser will purchase all of the issued and outstanding shares of Eddyfi Holding Inc. ("Eddyfi"), and certain related entities (such transaction, the "Acquisition"). Upon consummation of the Acquisition and the other transactions contemplated by the Share Purchase Agreement, Eddyfi and its subsidiaries will be wholly owned subsidiaries of the Purchaser. The closing of the Acquisition is subject to the satisfaction or waiver of certain customary closing conditions, including regulatory approvals in numerous international jurisdictions. In connection with the transaction contemplated by the Share Purchase Agreement, on February 2, 2026, the Company offered and agreed to issue and sell 175,000 shares (the "Preferred Shares") of a newly created series of convertible preferred stock, designated as 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share (the "Mandatory Convertible Preferred Stock"), to certain investors, including the Reporting Person, pursuant to a preferred stock purchase agreement (the "Preferred Stock Purchase Agreement"), for an aggregate liquidation preference of $175.0 million. The Reporting Person agreed to purchase $100.0 million of Mandatory Convertible Preferred Stock under the Preferred Stock Purchase Agreement. The Mandatory Convertible Preferred Stock will be issued to the Reporting Person at a closing (the "Closing") contingent upon, and substantially concurrent with, the closing of the Acquisition. The Reporting Person will fund the purchase price for the Mandatory Convertible Preferred Stock with working capital, and is acquiring the Preferred Shares for investment purposes. In connection with the Preferred Stock Purchase Agreement, the Reporting Person will be subject to a lock-up period from February 2, 2026 through 90 days following the Closing pursuant to which he generally may not, without the prior consent of the Company (i) sell, contract to sell, sell any option or contract to purchase, or otherwise transfer or dispose of, or (ii) enter into any swap or other transaction or arrangement that transfers or that is designed to result in the transfer to another any of the economic consequences of ownership of, any of the Mandatory Convertible Preferred Stock purchased under the Preferred Stock Purchase Agreement. In addition, the Preferred Stock Purchase Agreement provides that the Company and the investors party to the Preferred Stock Purchase Agreement (including the Reporting Person) will enter into a Registration Rights Agreement relating to the Mandatory Convertible Preferred Stock at Closing. The Registration Rights Agreement will provide for certain customary registration rights with respect to the Company's common stock issuable upon conversion of the Preferred Shares. The summary of the Preferred Stock Purchase Agreement included herein is qualified in its entirety by the text of the agreement, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Purchase Agreement, dated February 2, 2026, among ESAB Corporation and the purchasers party thereto

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mitchell P. Rales

Signature:	/s/ Mitchell P. Rales
Name/Title:	Mitchell P. Rales
Date:	02/04/2026

FAQ

How many ESAB (ESAB) shares does Mitchell P. Rales beneficially own after this amendment?

Mitchell P. Rales is reported as the beneficial owner of 3,606,271 ESAB common shares, representing approximately 5.9% of the company’s 60,710,966 shares outstanding as of October 22, 2025, according to the updated Schedule 13D/A disclosure.

What percentage of ESAB (ESAB) does 3,606,271 shares represent for Mitchell P. Rales?

The filing states that 3,606,271 ESAB common shares represent about 5.9% of the company’s 60,710,966 shares outstanding as of October 22, 2025. This percentage is calculated using the share count disclosed in ESAB’s Form 10-Q filed October 29, 2025.

How is Mitchell P. Rales’ ESAB (ESAB) ownership structured across different accounts and trusts?

Rales’ ESAB stake includes 3,355,765 shares in a revocable trust he trustees, 9,632 shares held by his two minor children, 226,421 shares in the Mitchell P. Rales Family Trust, and 14,453 shares directly, including IRA and deferred stock units, according to the Schedule 13D/A.

What is ESAB’s 6.50% Series A Mandatory Convertible Preferred Stock mentioned in the filing?

ESAB plans to issue 175,000 shares of newly created 6.50% Series A Mandatory Convertible Preferred Stock with an aggregate liquidation preference of $175.0 million. These preferred shares are tied to financing ESAB’s acquisition of Eddyfi Holding Inc. and related entities, as described in the agreement.

How much of ESAB’s new preferred stock is Mitchell P. Rales agreeing to purchase?

The amendment states that Mitchell P. Rales agreed to purchase $100.0 million of ESAB’s 6.50% Series A Mandatory Convertible Preferred Stock. This commitment is part of a larger $175.0 million preferred issuance connected to funding ESAB’s planned acquisition of Eddyfi Holding Inc.

What lock-up restrictions apply to Mitchell P. Rales’ ESAB preferred stock investment?

Under the Preferred Stock Purchase Agreement, Rales is subject to a lock-up from February 2, 2026 through 90 days after the closing. During this period, he generally may not sell, transfer, or enter into transactions transferring the economic consequences of ownership of the purchased preferred shares.

Will the ESAB preferred shares purchased by Mitchell P. Rales have registration rights?

Yes. The filing explains that, at closing, ESAB and the investors, including Rales, will enter a Registration Rights Agreement. It will provide customary registration rights for the company’s common stock issuable upon conversion of the 6.50% Series A Mandatory Convertible Preferred Stock.