ESAB

esab-20260220false000187732200018773222026-02-202026-02-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

ESAB Corporation (Exact name of registrant as specified in its charter)

Delaware001-4129787-0923837 (State or other jurisdiction(Commission(I.R.S. Employer of incorporation)File Number)Identification No.)

909 Rose Avenue, 8th Floor North Bethesda, MD 20852 (Address of Principal Executive Offices) (Zip Code)

(301) 323-9099 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.001 per shareESABNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

In connection with the filing of our 10-K, the Company has issued financial results for the fourth quarter and full year ended December 31, 2025, consistent with preliminary results provided on February 2, 2026. A copy of such results is attached to this report as Exhibit 99.1 and is incorporated into Item 2.02 of this report by reference. The Company does not intend to schedule an additional conference call in connection with the filing of the Annual Report as it has no further updates to provide beyond what was previously discussed on February 2, 2026.

The information furnished in this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

99.1 ESAB Corporation financial results for the fourth quarter and full year ended December 31, 2025

104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:February 20, 2026 ESAB Corporation

By:/s/ Renato Negro Name: Renato Negro Title:Controller and Chief Accounting Officer (Principal Accounting Officer)

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2026-01-31 2026-01-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2026

ESAB Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-41297

87-0923837

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

909 Rose Avenue, 8th Floor

North Bethesda, Maryland 20852

(Address of Principal Executive Offices) (Zip Code)

(301) 323-9099

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ESAB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On January 31, 2026, ESAB Corporation, a Delaware corporation (the “Company”), and 9559-2796 Québec Inc., a corporation governed by the laws of the Province of Québec and a wholly owned indirect subsidiary of the Company (the “Purchaser”), entered into a Share Purchase Agreement (the “Agreement”) with the vendors party thereto (the “Vendors”), certain holding companies affiliated with certain of the Vendors (the “Holdcos”) and the Vendors’ representatives party thereto (the “Vendors’ Representatives”); pursuant to which, upon the terms and subject to the conditions set forth therein, the Purchaser will purchase all of the issued and outstanding shares of Eddyfi Holding Inc., a corporation incorporated under the laws of the Province of Québec (“Eddyfi”), and certain related entities (such transaction, the “Acquisition”). The Company has executed the Agreement solely for the purpose of providing a guaranty of the Purchaser’s obligations thereunder. Upon consummation of the Acquisition and the other transactions contemplated by the Agreement (the “Transactions”), Eddyfi and its subsidiaries will be wholly owned subsidiaries of the Purchaser.

Under the terms and conditions of the Agreement, the aggregate consideration to be paid by the Purchaser in the Transactions consists of an amount in cash equal to $1.45 billion, subject to customary purchase price adjustments set forth in the Agreement relating to cash, indebtedness, transaction expenses and net working capital of Eddyfi, its subsidiaries and the Holdcos as of the closing of the Transactions (the “Closing”).

The Company has obtained a commitment for a $1.0 billion 364-day senior unsecured bridge term loan credit facility from JPMorgan Chase Bank, N.A., which will be available to fund the cash consideration for the Acquisition and related fees and expenses. The commitments under the bridge facility will be reduced on a dollar-for-dollar basis by the net cash proceeds from the issuance of certain debt or equity securities and certain other asset sales or borrowings prior to the closing of the Acquisition. This committed financing is subject to certain customary conditions, including the satisfaction of closing conditions set forth in the Agreement and the concurrent consummation of the Acquisition. The Closing is subject to the satisfaction or waiver of certain customary closing conditions, including, among others: (i) subject to specified materiality standards, the accuracy of the representations and warranties of each party; (ii) compliance by each party in all material respects with its covenants; (iii) regulatory approvals, including, the HSR Act (as defined in the Agreement), the Brazilian Competition Act, the Canadian Competition Act (if required) and applicable foreign investment laws in France, Italy, Australia, the United Kingdom, and Canada (if required) (collectively, the “Regulatory Approvals”), (i

esab-20251029false0001877322October 29, 2025October 29, 202500018773222025-10-292025-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2025

ESAB Corporation (Exact name of registrant as specified in its charter)

Delaware001-4129787-0923837 (State or other jurisdiction(Commission(I.R.S. Employer of incorporation)File Number)Identification No.)

909 Rose Avenue, 8th Floor North Bethesda, MD 20852 (Address of Principal Executive Offices) (Zip Code)

(301) 323-9099 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, par value $0.001 per shareESABNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2025, the Company issued a press release reporting financial results for the third quarter ended October 3, 2025. A copy of the Company's press release is attached to this report as Exhibit 99.1 and is incorporated into Item 2.02 of this report by reference. The Company has scheduled a conference call for 8:00 a.m. Eastern on October 29, 2025 to discuss its financial results.

The information furnished in this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set for by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

99.1 ESAB Corporation press release dated October 29, 2025, reporting financial results for the third quarter ended October 3, 2025

104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:October 29, 2025ESAB Corporation

By:/s/ Renato Negro Name: Renato Negro Title:Controller and Chief Accounting Officer (Principal Accounting Officer)