RALES MITCHELL P 4

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.