SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
RALES MITCHELL P

(Last)(First)(Middle)
11790 GLEN ROAD

(Street)
POTOMAC MARYLAND 20854

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ESAB Corp [ ESAB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $.00106/01/2026G(1)111,346A$0111,346IThrough Family Partnership(2)
Common Stock, par value $.00106/01/2026J(1)70,686A$0182,032IThrough Family Partnership(2)
Common Stock, par value $.00106/01/2026J(1)3,355,765A$03,537,797IThrough Family Partnership(2)
Common Stock, par value $.00115,836D
Common Stock, par value $.0014,816IBy trust for daughter(3)
Common Stock, par value $.0014,816IBy trust for daughter(3)
Common Stock, par value $.001155,735IBy the Mitchell P. Rales Family Trust(4)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
6.50% Series A Mandatory Convertible Preferred Stock(5)(6)06/01/2026A100,000 (5)(6) (5)(6)Common stock, par value $0.001718,060(5)(6)$1,000100,000IThrough Family Partnership(2)
Explanation of Responses:
1. 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.
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 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.
5. 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.]
6. [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.
/s/ Mitchell P. Rales06/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)