RALES MITCHELL P 4
4 · ESAB Corp · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
ESAB Corp Director Mitchell Rales Acquires 100,000 Preferred
What Happened
- Mitchell P. Rales, a director of ESAB Corp (ESAB), is reported as affiliated with a family partnership that on June 1, 2026 acquired: (a) 100,000 shares of ESAB’s 6.50% Series A Mandatory Convertible Preferred Stock in a private placement at $1,000 per share (total cost $100,000,000) and (b) 3,537,797 shares of Common Stock contributed to the family partnership for no consideration (reported as 111,346 shares from his adult children, 70,686 shares from the Mitchell P. Rales Family Trust, and 3,355,765 shares from a revocable trust). The preferred is reported as a derivative security that will mandatory-convert to common stock in ~3 years.
Key Details
- Transaction date: June 1, 2026; Form 4 filed June 2, 2026 (filed next day).
- Prices reported: Common shares contributed at $0.00 (gift/transfer); Preferred purchased at $1,000.00 per share (100,000 shares; $100,000,000).
- Conversion: Each preferred share converts on mandatory conversion date into between 7.1806 and 8.2576 common shares — the 100,000 preferred would convert into approximately 718,060 to 825,760 common shares depending on the final conversion rate and adjustments.
- Ownership reporting/disclaimer: The shares are held through a family limited partnership (and custodial accounts for his daughters). Rales disclaims beneficial ownership of the shares held by the family partnership and by his daughters except to the extent of any pecuniary interest.
- Footnotes: Rales is trustee of the family trust; preferred has customary anti-dilution protections, optional earlier conversion at the minimum rate, is not generally redeemable, and includes make-whole provisions on a “Fundamental Change.”
- Filing timeliness: Report filed the next day; not indicated as late.
Context
- Gifts/transfers into a family partnership and custodial accounts are common estate-planning moves and do not necessarily reflect a trading view of the stock. The $100M private purchase of mandatory convertible preferred is a significant capital commitment by the family partnership to ESAB; because the preferred will convert into a substantial number of common shares in roughly three years (or sooner at the minimum rate), this can meaningfully increase potential future common share exposure for the family partnership.
Insider Transaction Report
Form 4
ESAB CorpESAB
RALES MITCHELL P
DirectorExecutive Chair of Board
Transactions
- Gift
Common Stock, par value $.001
[F1][F2]2026-06-01+111,346→ 111,346 total(indirect: By Partnership) - Other
Common Stock, par value $.001
[F1][F2]2026-06-01+70,686→ 182,032 total(indirect: By Partnership) - Other
Common Stock, par value $.001
[F1][F2]2026-06-01+3,355,765→ 3,537,797 total(indirect: By Partnership) - Award
6.50% Series A Mandatory Convertible Preferred Stock
[F5][F6][F2]2026-06-01$1000.00/sh+100,000$100,000,000→ 100,000 total(indirect: By Partnership)→ Common stock, par value $0.001 (718,060 underlying)
Holdings
- 15,836
Common Stock, par value $.001
- 4,816(indirect: By Trust)
Common Stock, par value $.001
[F3] - 4,816(indirect: By Trust)
Common Stock, par value $.001
[F3] - 155,735(indirect: By Trust)
Common Stock, par value $.001
[F4]
Footnotes (6)
- [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.
- [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.
- [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.
- [F4]The reporting person is a trustee of the Mitchell P. Rales Family Trust.
- [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.]
- [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.
Signature
/s/ Mitchell P. Rales|2026-06-02