RALES MITCHELL P 4

4 · ESAB Corp · Filed Jun 12, 2026

AI-generated summary of this filing

Updated Jun 12, 2026

ESAB Executive Chair Mitchell P. Rales Receives Performance Option

What Happened

Mitchell P. Rales, Executive Chair of ESAB Corp (ESAB), received a performance stock option grant on 2026-06-10 covering 1,200,000 shares. The grant was recorded as a derivative award (transaction code A) with an acquisition price of $0 at grant.

Key Details

Transaction date: 2026-06-10; Form 4 filed: 2026-06-12 (timely).
Grant: 1,200,000-share performance stock option; reported acquisition price = $0 (derivative award).
Shares owned after transaction: not specified in the provided filing excerpt.
Footnote: Option vests/becomes exercisable, if at all, in three tranches only if (A) the 30-day simple average closing price exceeds specified stock-price hurdles during a four-year window that begins on the second anniversary and ends on the sixth anniversary of the grant, and (B) Rales remains employed through the applicable later anniversary and the Company certifies the achievement of the stock-price hurdle (see footnote F1).
Filing timeliness: Report appears timely (filed within the Form 4 reporting window).

Context

This is a performance-based option grant (a derivative award), not a cash purchase or sale. Such grants are typically long-term incentive/retention compensation and only convert into exercisable options if performance and continued-service conditions are met.

Form 4

Period: 2026-06-10

DirectorExecutive Chair of Board

Transactions

Award
Stock Option (right to buy)
[F1]
2026-06-10+1,200,000→ 1,200,000 total
Exercise: $82.92Exp: 2033-06-09→ Common stock, par value $0.001 (1,200,000 underlying)

Footnotes (1)

[F1]On June 10, 2026, the Issuer granted to the Reporting Person a performance stock option in connection with his appointment as Executive Chair of the Board of the Issuer. The option becomes exercisable, if at all, in three tranches subject to (A) the simple average closing prices of the Issuer's common stock on the NYSE during any 30-trailing day period exceeding certain stock price hurdles during the four-year period commencing on the second anniversary of the grant date and ending on the sixth anniversary of the grant date and (B) the Reporting Person's continued employment with the Issuer through the later of the fourth, fifth and sixth anniversary of the grant date, respectively, and the Company's certification of achievement of a stock price hurdle.

Signature

/s/ Mitchell P. Rales|2026-06-12

1 file