Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On March 26, 2026, ESAB Corporation, a Delaware corporation (the "Company"), issued $1,000 million in aggregate principal amount of 5.625% senior notes due 2031 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of March 26, 2026 (the "Indenture"), by and among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association (the "Trustee"). The Company plans to use a portion of the net proceeds from the sale of the Notes, after payment of related fees and expenses, along with (i) proceeds from the issuances of the newly created series of convertible preferred stock ("Preferred Stock") and common stock, par value $0.001 per share (the "Common Stock") and (ii) proceeds of borrowings under the Company's senior revolving credit facility, to pay all or a portion of the purchase price of $1.45 billion to acquire Eddyfi Technologies, a global leader in advanced inspection and monitoring technologies (such transaction, the "Acquisition"), and to pay associated costs and expenses.

The Notes are senior, unsecured obligations of the Company and are guaranteed on a senior, unsecured basis by certain of the Company's domestic subsidiaries (the "Guarantors").

The Notes will pay interest at a rate of 5.625% per year, payable semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on October 1, 2026. The Notes will mature on April 1, 2031, unless repurchased or redeemed in accordance with their terms prior to such date. The Notes are subject to a special mandatory redemption at a redemption price equal to 100% of the initial issue price of the Notes, plus any accrued and unpaid interest to, but not including, the date of such special mandatory redemption, if (i) the Acquisition is not consummated on or prior to the outside date as set forth under the related share purchase agreement or (ii) the Company notifies the Trustee that the share purchase agreement has been terminated in accordance with its terms or upon the occurrence of certain other events prior to the outside date as set forth under the share purchase agreement. The Notes will also be redeemable at the sole discretion of the Company, in whole or in part, at any time prior to April 1, 2028, at a redemption price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to, but not including, the date of redemption, plus a "make-whole" premium. The Notes will be redeemable at the sole discretion of the Company, in whole or in part, at any time on or after April 1, 2028, at the redemption prices specified in the Indenture. In addition, the Company may redeem up to 40% of the Notes prior to April 1, 2028 with the net cash proceeds from certain kinds of equity offerings (other than proceeds from the issuances of the Preferred Stock and the Common Stock described above) at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

If the Company experiences certain kinds of changes of control as set forth in the Indenture, each holder of Notes may require the Company to repurchase all or a portion of the Notes so held at a price in cash equal to 101% of the principal amount of such Notes, plus any accrued and unpaid interest on the Notes repurchased to, but not including, the date of repurchase.

The Indenture contains certain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to incur more debt, create liens on assets to secure debt, guarantee other debt without also guaranteeing the notes, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. These limitations are subject to a number of important qualifications and exceptions.