ESAB Corporation

07/02/2026 | Press release | Distributed by Public on 07/02/2026 14:31

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
RALES MITCHELL P
2. Issuer Name and Ticker or Trading Symbol
ESAB Corp [ESAB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chair of Board
(Last) (First) (Middle)
11790 GLEN ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
(Street)
POTOMAC, MD 20854
4. If Amendment, Date 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
(City) (State) (Zip)
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 $.001 06/30/2026 A 596(1) A $ 0 16,432 D
Common Stock, par value $.001 3,537,797 I Through Family Partnership(2)
Common Stock, par value $.001 4,816 I By trust for daughter(3)
Common Stock, par value $.001 4,816 I By trust for daughter(3)
Common Stock, par value $.001 155,735 I By the Mitchell P. Rales Family Trust(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RALES MITCHELL P
11790 GLEN ROAD
POTOMAC, MD 20854
X Executive Chair of Board

Signatures

/s/ Mitchell P. Rales 07/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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 shares held in the partnership include (i) 111,346 shares contributed by the Reporting Person's adult children and entities affiliated with the Reporting Person's adult children; (ii) 70,686 shares contributed by the Mitchell P. Rales Family Trust, of which the Reporting Person is trustee; and (iii) 3,355,765 shares contributed by a revocable trust of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of the shares held by the family partnership except to the extent of his pecuniary interest therein.
(3) The reported shares are held through custodial accounts for the benefit of the Reporting Person's daughters. The Reporting Person disclaims beneficial ownership of the shares held by his daughters, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his daughters' shares for purposes of Section 16 or for any other purpose.
(4) The reporting person is a trustee of the Mitchell P. Rales Family Trust.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
ESAB Corporation published this content on July 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 02, 2026 at 20:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]