ESAB · ESAB Corp

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

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.

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

These restricted stock units vest in three equal, annual installments on the first, second and third anniversaries of the date of grant.

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

The performance stock option to purchase up to 58,056 shares of ESAB common stock vests in three tranches based on ESAB's satisfaction of certain performance criteria during the four-year period commencing on the second anniversary of the grant date and ending on the sixth anniversary of the grant date, subject to the reporting person's continued service through the later of each of the fourth, fifth and sixth anniversaries of the grant date and the date on which ESAB's achievement of the applicable performance criteria has been certified.

On June 30, 2026, the Issuer granted to the Reporting Person deferred stock units of the Issuer ("DSUs") in the amount indicated. Since the DSUs are payable solely in common stock, they are being reported in Table I of this Form 4. The underlying shares 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 Issuer.

Each deferred stock unit represents a contingent right to receive one share of ESAB common stock.

These deferred stock units were issued in lieu of the director's cash retainer for Board service and vest immediately. The units will be settled in ESAB common stock after the director's separation from the Company.

Each deferred stock unit represents a contingent right to receive one share of ESAB common stock.

These deferred stock units were issued in lieu of the director's cash retainer for Board service and vest immediately. The units will be settled in ESAB common stock after the director's separation from the Company.

The performance stock option to purchase up to 145,138 shares of ESAB common stock vests in three tranches based on ESAB's satisfaction of certain performance criteria during the four-year period commencing on the second anniversary of the grant date and ending on the sixth anniversary of the grant date, subject to the reporting person's continued service through the later of each of the fourth, fifth and sixth anniversaries of the grant date and the date on which ESAB's achievement of the applicable performance criteria has been certified.

The performance stock option to purchase up to 58,056 shares of ESAB common stock vests in three tranches based on ESAB's satisfaction of certain performance criteria during the four-year period commencing on the second anniversary of the grant date and ending on the sixth anniversary of the grant date, subject to the reporting person's continued service through the later of each of the fourth, fifth and sixth anniversaries of the grant date and the date on which ESAB's achievement of the applicable performance criteria has been certified.

The performance stock option to purchase up to 52,250 shares of ESAB common stock vests in three tranches based on ESAB's satisfaction of certain performance criteria during the four-year period commencing on the second anniversary of the grant date and ending on the sixth anniversary of the grant date, subject to the reporting person's continued service through the later of each of the fourth, fifth and sixth anniversaries of the grant date and the date on which ESAB's achievement of the applicable performance criteria has been certified.

On June 10, 2026, the Issuer granted to the Reporting Person a performance stock option in connection with his appointment as Executive Chair of the Board of the Issuer. The option becomes exercisable, if at all, in three tranches subject to (A) the simple average closing prices of the Issuer's common stock on the NYSE during any 30-trailing day period exceeding certain stock price hurdles during the four-year period commencing on the second anniversary of the grant date and ending on the sixth anniversary of the grant date and (B) the Reporting Person's continued employment with the Issuer through the later of the fourth, fifth and sixth anniversary of the grant date, respectively, and the Company's certification of achievement of a stock price hurdle.

The performance stock option to purchase up to 580,552 shares of ESAB common stock vests in three tranches based on ESAB's satisfaction of certain performance criteria during the four-year period commencing on the second anniversary of the grant date and ending on the sixth anniversary of the grant date, subject to the reporting person's continued service through the later of each of the fourth, fifth and sixth anniversaries of the grant date and the date on which ESAB's achievement of the applicable performance criteria has been certified.

As of June 1, 2026, a family partnership affiliated with the Reporting Person acquired 3,537,797 shares of Common Stock through the following contributions to the family partnership for no consideration: (i) 111,346 shares were contributed from the Reporting Person's adult children and entities affiliated with the Reporting Person's adult children; (ii) 70,686 shares were contributed from the Mitchell P. Rales Family Trust of which the Reporting Person is trustee; and (iii) 3,355,765 shares were contributed from a revocable trust of which the Reporting Person is the trustee.

The family partnership is a limited partnership that holds securities for the benefit of the Reporting Person and his adult children. The family partnership is managed by a general partner, which is a limited liability company that is indirectly controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares held by the family partnership except to the extent of his pecuniary interest therein.

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

These restricted stock units vested in a single installment on June 1, 2026.

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

These restricted stock units vested in a single installment on June 1, 2026.

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

As of June 1, 2026, a family partnership affiliated with the Reporting Person acquired 3,537,797 shares of Common Stock through the following contributions to the family partnership for no consideration: (i) 111,346 shares were contributed from the Reporting Person's adult children and entities affiliated with the Reporting Person's adult children; (ii) 70,686 shares were contributed from the Mitchell P. Rales Family Trust of which the Reporting Person is trustee; and (iii) 3,355,765 shares were contributed from a revocable trust of which the Reporting Person is the trustee.

The family partnership is a limited partnership that holds securities for the benefit of the Reporting Person and his adult children. The family partnership is managed by a general partner, which is a limited liability company that is indirectly controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares held by the family partnership except to the extent of his pecuniary interest therein.

On June 1,2026, the family partnership acquired 100,000 shares of the Company's 6.50% Series A Mandatory Convertible Preferred Stock ("Preferred Stock") in a private placement. The Preferred Stock does not have a maturity date but will mandatorily convert into shares of the Company's Common Stock on the mandatory conversion date, approximately three years after the initial issue date. Each share of the Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends, and will automatically convert on the mandatory conversion date into between 7.1806 shares (the "Minimum Conversion Rate") and 8.2576 shares (the "Maximum Conversion Rate") of the Company's Common Stock per share, depending on the Applicable Market Value of the common stock during the Settlement Period (each as defined in the Certificate of Designations for the Preferred Stock) [cont.]

[cont.] The conversion rates will be subject to certain customary anti-dilution adjustments. Prior to the mandatory conversion date, holders may elect to convert at any time at the Minimum Conversion Rate, subject to adjustment for any accumulated and unpaid dividends that have not been declared. The Preferred Stock may not be redeemed by the Company (other than in limited circumstances relating to HSR Act compliance). If a "Fundamental Change" occurs, holders will have the right to convert at an increased Fundamental Change Conversion Rate and to receive a Fundamental Change Dividend Make-whole Amount (each as defined in the Certificate of Designation) equal to the present value of all remaining scheduled dividend payments, discounted at 6.50% per annum.

The family partnership is a limited partnership that holds securities for the benefit of the Reporting Person and his adult children. The family partnership is managed by a general partner, which is a limited liability company that is indirectly controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares held by the family partnership except to the extent of his pecuniary interest therein.

As of June 1, 2026, a family partnership affiliated with the Reporting Person acquired 3,537,797 shares of Common Stock through the following contributions to the family partnership for no consideration: (i) 111,346 shares were contributed from the Reporting Person's adult children and entities affiliated with the Reporting Person's adult children; (ii) 70,686 shares were contributed from the Mitchell P. Rales Family Trust of which the Reporting Person is trustee; and (iii) 3,355,765 shares were contributed from a revocable trust of which the Reporting Person is the trustee.

The family partnership is a limited partnership that holds securities for the benefit of the Reporting Person and his adult children. The family partnership is managed by a general partner, which is a limited liability company that is indirectly controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares held by the family partnership except to the extent of his pecuniary interest therein.

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

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

This award represents restricted stock units that vest in three equal annual installments beginning on the third anniversary of the grant date. All remaining restricted stock units from this award will vest on May 12, 2027.

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

This award represents restricted stock units that vest in three equal annual installments beginning on the third anniversary of the grant date. All remaining restricted stock units from this award will vest on May 12, 2027.

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

This award represents restricted stock units that vest in three equal annual installments beginning on the third anniversary of the grant date. All remaining restricted stock units from this award will vest on May 12, 2027.

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

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

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.

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.

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.

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

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

This award represents restricted stock units that vest in three equal annual installments beginning on the third anniversary of the grant date. All remaining restricted stock units from this award will vest on May 12, 2027.

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.

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

These stock options vested and became exercisable on the grant date.

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

These restricted stock units vest in a single installment on June 1, 2027.

These stock options vested and became exercisable on the grant date.

Each deferred stock unit represents a contingent right to receive one share of ESAB common stock.

These deferred stock units vest in a single installment on June 1, 2027. Once vested, the units will be settled in ESAB common stock after the director's separation from the Company.

Each deferred stock unit represents a contingent right to receive one share of ESAB common stock.

These deferred stock units vest in a single installment on June 1, 2027. Once vested, the units will be settled in ESAB common stock after the director's separation from the Company.

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

These restricted stock units vest in a single installment on June 1, 2027.

These stock options vested and became exercisable on the grant date.

These stock options vested and became exercisable on the grant date.

Each deferred stock unit represents a contingent right to receive one share of ESAB common stock.

These deferred stock units vest in a single installment on June 1, 2027. Once vested, the units will be settled in ESAB common stock after the director's separation from the Company.

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

These restricted stock units vest in a single installment on June 1, 2027.

These stock options vested and became exercisable on the grant date.

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

These restricted stock units vest in a single installment on June 1, 2027.

These stock options vested and became exercisable on the grant date.

These stock options vested and became exercisable on the grant date.

On May 8, 2026, the Issuer granted to the Reporting Person restricted stock units ("Annual Grant RSUs") of the Issuer in the amount indicated as an annual equity grant made to the Reporting Person. Since the Annual Grant RSUs are payable solely in common stock, they are being reported in Table I of this Form 4. The Annual Grant RSUs vest on June 1, 2027.

The shares subject to this option are fully vested and exercisable.

Each deferred stock unit represents a contingent right to receive one share of ESAB common stock.

These deferred stock units vest in a single installment on June 1, 2027. Once vested, the units will be settled in ESAB common stock after the director's separation from the Company.