RALES MITCHELL P 4

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.