RALES MITCHELL P 4

4 · ESAB Corp · Filed May 12, 2026

AI-generated summary of this filing

Updated May 12, 2026

ESAB Director Mitchell P. Rales Receives RSU Award

What Happened

Mitchell P. Rales, a director of ESAB Corp (ESAB), received equity awards on May 8, 2026: 813 RSUs and an additional 2,647 RSUs (total 3,460 RSUs). Each grant is reported at an acquisition price of $0.00 (RSU award), so reported cash consideration is $0. The RSUs vest on June 1, 2027. This is a grant/award (not a market purchase or sale).

Key Details

Transaction date: May 8, 2026; Form 4 filed May 12, 2026 (timely — within the two-business-day reporting window).
Grants: 813 RSUs (@ $0.00) and 2,647 RSUs (@ $0.00, reported as derivative/stock-settled); total = 3,460 RSUs.
Vesting: Annual Grant RSUs vest on June 1, 2027.
Shares owned after transaction: Not disclosed in the provided Form 4 summary.
Relevant footnotes from filing:
- F1: Annual Grant RSUs payable solely in common stock; reported in Table I.
- F2–F4: Some reported shares are held through a single‑member LLC (revocable trust as sole member), custodial accounts for the reporting person’s daughter (reporting person disclaims beneficial ownership of those custodial shares), and the reporting person is a trustee of the Mitchell P. Rales Family Trust.
- F5: Notes that certain option shares (referenced elsewhere) are fully vested and exercisable.

Context

RSU grants are awards that convert to common shares only after vesting; they are not an immediate open‑market purchase or sale and therefore are not a direct market signal. Vesting here is about one year away (June 1, 2027).
The filing discloses holding structures (LLC, trust, custodial accounts); the reporting person disclaims beneficial ownership of shares held in his daughter’s custodial accounts, per the footnote.

Form 4

Period: 2026-05-08

DirectorExecutive Chair of Board

Transactions

Award
Common Stock, par value $.001
[F1]
2026-05-08+813→ 15,836 total
Award
Stock Option (right to buy)
[F5]
2026-05-08+2,647→ 2,647 total
Exercise: $100.94Exp: 2033-05-07→ Common stock, par value $0.001 (2,647 underlying)

Holdings

Footnotes (5)

[F1]On May 8, 2026, the Issuer granted to the Reporting Person restricted stock units ("Annual Grant RSUs") of the Issuer in the amount indicated as an annual equity grant made to the Reporting Person. Since the Annual Grant RSUs are payable solely in common stock, they are being reported in Table I of this Form 4. The Annual Grant RSUs vest on June 1, 2027.
[F2]The reported shares are held through a single-member LLC, of which a revocable trust with the Reporting Person as the sole trustee and beneficiary is the sole member.
[F3]The reported shares are held through custodial accounts for the benefit of the Reporting Person's daughter. The Reporting Person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.
[F4]The reporting person is a trustee of the Mitchell P. Rales Family Trust.
[F5]The shares subject to this option are fully vested and exercisable.

Signature

/s/ Mitchell P. Rales|2026-05-12

1 file