ESAB Corp SEC Filings

ESAB Corp reported that Executive Chair of the Board Mitchell P. Rales received a grant of 1,200,000 stock options on June 10, 2026. These performance stock options have an exercise price of $82.92 per share and expire on June 9, 2033.

The options become exercisable, if at all, in three tranches. Vesting depends on ESAB’s simple average closing share price on the NYSE exceeding specified stock price hurdles over any 30-day trailing period during a four-year window starting on the second anniversary of the grant, plus his continued employment through the fourth, fifth and sixth anniversaries and the company’s certification of the price hurdles.

ESAB Corp President and CEO Shyam Kambeyanda received a performance stock option grant covering 580,552 shares of ESAB common stock. The option has an exercise price of $82.92 per share and expires on June 9, 2033.

The award vests in three tranches based on ESAB’s achievement of specified performance criteria during a four-year period that starts on the second anniversary of the grant and ends on the sixth anniversary. Vesting also requires Kambeyanda’s continued service through the later of the fourth, fifth and sixth anniversaries of the grant date and the date when performance achievement is certified.

ESAB Corp granted Chief Human Resources Officer Michele Campion a performance stock option covering 52,250 shares of common stock at an exercise price of $82.92 per share. The option expires on June 9, 2033 and vests in three tranches tied to multi‑year performance goals and continued service.

ESAB Corp granted SVP and General Counsel Curtis E. Jewell a performance stock option covering 58,056 shares of common stock. The option has an exercise price of $82.92 per share and expires on June 9, 2033.

The award vests in three tranches based on ESAB meeting specified performance criteria during a four-year period starting on the second anniversary of the grant date and ending on the sixth anniversary. Vesting also requires Jewell’s continued service through the later of the fourth, fifth and sixth anniversaries and the date when ESAB certifies achievement of the applicable performance goals.

ESAB Corp reported that EVP and Chief Financial Officer R. Brent Jones received a grant of performance stock options covering 145,138 shares of common stock at an exercise price of $82.92 per share. These options vest in three tranches based on performance over a four-year period, starting on the second anniversary of the grant date. Vesting also requires his continued service through specified anniversaries and certification that ESAB met the related performance goals.

ESAB Corporation appointed Mitchell P. Rales as Executive Chair of the Board, effective June 10, 2026, and tied his role to large performance-based stock option awards for him, CEO Shyam P. Kambeyanda, and other senior leaders.

The options vest over six years and only if ambitious stock price hurdles are met, with vesting in three equal annual installments starting on the fourth anniversary of the grant. Awards cover 1,200,000 shares for Rales, 580,552 for Kambeyanda, and smaller grants for three other executives, aligning leadership retention and incentives with long-term share price performance.

ESAB Corp director Mitchell P. Rales reported several indirect ownership changes involving family entities and trusts. A family partnership affiliated with him received 3,537,797 shares of common stock through contributions from his adult children, a family trust, and a revocable trust, all for no consideration. The filing also shows custodial and trust accounts holding shares for his daughters, for which he disclaims beneficial ownership. In addition, the family partnership acquired 100,000 shares of 6.50% Series A Mandatory Convertible Preferred Stock in a private placement, which will mandatorily convert into ESAB common shares in roughly three years. The preferred stock carries a $1,000 per-share liquidation preference, pays a 6.50% dividend, and will convert into between 7.1806 and 8.2576 common shares per preferred share, subject to customary anti-dilution adjustments and special terms if a Fundamental Change occurs. The filing highlights estate and ownership structuring moves and a private placement investment, rather than open-market buying or selling.

Mitchell P. Rales reports beneficial ownership of 4,441,570 ESAB Corporation common shares, representing about 7.1% of 62,854,027 shares outstanding as of June 1, 2026. His stake includes common stock and shares issuable from 6.50% Series A Mandatory Convertible Preferred Stock.

Through a family partnership, he purchased 100,000 preferred shares in a private placement for aggregate consideration of $100.0 million, at $1,000 per share, in connection with ESAB’s acquisition of Eddyfi Holding Inc. The preferred stock pays a 6.50% cash dividend and will mandatorily convert into between 7.1806 and 8.2576 common shares per preferred share after roughly three years.

The filing also notes contributions of 3,537,797 common shares into the family partnership for no consideration, a 90‑day lock-up on the newly purchased preferred shares, and registration rights for the common stock issuable upon conversion after the resale restriction period ends.

ESAB Corp director Melissa Cummings reported a routine equity compensation event involving 637 shares of common stock. On June 1, 2026, 637 Restricted Stock Units vested in a single installment and were exercised at $0.0000 per unit into 637 shares of ESAB common stock, which she now holds directly. A separate line reflects 49.428 shares of common stock held indirectly by her son as of the same date.