RALES MITCHELL P 4

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.