Mitchell P. Rales - 01 Jun 2026 Form 4 Insider Report for ESAB Corp (ESAB)

Reporting relationship: Director
Issuer ticker: ESAB
Reported as of: 01 Jun 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 02 Jun 2026, 17:00:10 UTC
Prior SEC filing: 12 May 2026
Next SEC filing: 12 Jun 2026
Source filing: View source filing
Reporting owner signature: /s/ Mitchell P. Rales

Key filing fact

Mitchell P. Rales filed Form 4 for ESAB Corp (ESAB) on 02 Jun 2026.

Key facts

This page summarizes Mitchell P. Rales's Form 4 filing for ESAB Corp (ESAB).
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 02 Jun 2026, 17:00.

Change

Previous filing in this sequence was filed on 12 May 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001015014 Primary reporting owner

RALES MITCHELL P

Relationship: Director
Address: 11790 GLEN ROAD, POTOMAC
Signature: /s/ Mitchell P. Rales
Signature date: 02 Jun 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ESAB transaction

Common Stock, par value $.001

Gift

Transaction value
Shares: +111,346
Change %
Price: $0.000000^*
Shares after: 111,346
Date: 01 Jun 2026
Ownership: Through Family Partnership
Footnotes: F1, F2

ESAB transaction

Common Stock, par value $.001

Other

Transaction value
Shares: +70,686
Change %: +63%
Price: $0.000000^*
Shares after: 182,032
Date: 01 Jun 2026
Ownership: Through Family Partnership
Footnotes: F1, F2

ESAB transaction

Common Stock, par value $.001

Other

Transaction value
Shares: +3,355,765
Change %: +1844%
Price: $0.000000^*
Shares after: 3,537,797
Date: 01 Jun 2026
Ownership: Through Family Partnership
Footnotes: F1, F2

ESAB holding

Common Stock, par value $.001

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 15,836
Date: 01 Jun 2026
Ownership: Direct

ESAB holding

Common Stock, par value $.001

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,816
Date: 01 Jun 2026
Ownership: By trust for daughter
Footnotes: F3

ESAB holding

Common Stock, par value $.001

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 155,735
Date: 01 Jun 2026
Ownership: By the Mitchell P. Rales Family Trust
Footnotes: F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ESAB transaction Derivative

6.50% Series A Mandatory Convertible Preferred Stock

Award

Transaction value
Shares: +100,000
Change %
Price: $1000.00^*
Shares after: 100,000
Date: 01 Jun 2026
Ownership: Through Family Partnership
Underlying class: Common stock, par value $0.001
Underlying amount: 718,060
Exercise price
Footnotes: F2, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

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.

Footnote F2

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.

Footnote F3

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.

Footnote F4

The reporting person is a trustee of the Mitchell P. Rales Family Trust.

Footnote F5

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.]

Footnote F6

[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.