UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~October~~April 3, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number - 001-41297

ESAB Corporation

(Exact name of registrant as specified in its charter)


Delaware									87-0923837
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification Number)

909 Rose Avenue, 8th Floor
North Bethesda, Maryland									20852
(Address of principal executive offices)									(Zip Code)


(301)			323-9099
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ESAB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~October~~ 22April 28, ~~2025~~2026, there were 60,~~710~~881,~~966~~712 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			2
Consolidated and Condensed Statements of Operations			2
Consolidated and Condensed Statements of Comprehensive Income			3
Consolidated and Condensed Balance Sheets			4
Consolidated and Condensed Statements of Equity			5
Consolidated and Condensed Statements of Cash Flows			76
Notes to Consolidated and Condensed Financial Statements			76
Note 1. Organization and Basis of Presentation			87
Note 2. Discontinued Operations			98
Note 3. Acquisitions			98
Note 4. Revenue			1110
Note 5. Earnings per Share from Continuing Operations			1110
Note 6. Income Taxes			1211
Note 7. Inventories, Net			1211
Note 8. Accrued and Other Liabilities			1211
Note 9. Benefit Plans			13
Note 9. Debt			12
Note 10. Debt			13
Note 10. Derivatives			14
Note 11. Derivatives			15
Note 11. Financial Instruments and Fair Value Measurements			15
Note 12. Financial Instruments and Fair Value Measurements			17
Note 12. Equity			17
Note 13. Equity			19
Note 13. Commitments and Contingencies			19
Note 14. Commitments and Contingencies			22
Note 14. Segment Information			21
Note 15. Segment Information			23
Note 15. Subsequent Event			22
Note 16. Subsequent Events			25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			36
Item 3. Quantitative and Qualitative Disclosures About Market Risk			40
Item 4. Controls and Procedures			37
Item 4. Controls and Procedures			41
PART II - OTHER INFORMATION
Item 1. Legal Proceedings			4238
Item 1A. Risk Factors			4238
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4239
Item 3. Defaults Upon Senior Securities			4239
Item 4. Mine Safety Disclosures			4239
Item 5. Other Information			4239
Item 6. Exhibits			4340
SIGNATURES			4441

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS

Dollars in thousands, except per share amounts

(Unaudited)

	~~Three Months Ended~~		Three Months Ended		~~Nine Months Ended~~
	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
					April 3, 2026		April 4, 2025
Net sales	$	~~727,845~~	$	~~673,250~~	$	2745,~~121,569~~597	$	2678,~~070,047~~138
Cost of sales	~~458,545~~		~~419,460~~		1470,~~331,020~~485		1422,~~290,915~~936
Gross profit	~~269,300~~		~~253,790~~		~~790~~275,~~549~~112		~~779~~255,~~132~~202
Selling, general and administrative expense	~~158,335~~		~~145,900~~		~~454~~174,~~756~~472		~~434~~140,~~537~~858
Restructuring and other related charges	~~4,347~~		~~1,875~~		10,~~236~~161		84,~~572~~499
Operating income	~~106,618~~		~~106,015~~		~~325~~90,~~557~~479		~~336~~109,~~023~~845
Pension settlement loss	—		—		—		12,155
Interest expense and other, net					25,577		16,782
Interest expense and other, net	23,584		16,894		61,365		49,925
Income from continuing operations before income taxes					64,902		93,063
Income from continuing operations before income taxes	83,034		89,121		264,192		273,943
Income tax expense					13,111		20,499
Income tax expense	17,694		18,074		56,476		54,463
Net income from continuing operations					51,791		72,564
Net income from continuing operations	65,340		71,047		207,716		219,480
Loss from discontinued operations, net of taxes					(2,554)		(2,732)
Loss from discontinued operations, net of taxes	(8,819)		(1,214)		(13,259)		(3,684)
Net income					49,237		69,832
Net income	56,521		69,833		194,457		215,796
Income attributable to noncontrolling interest, net of taxes					(1,593)		(2,469)
Income attributable to noncontrolling interest, net of taxes	(1,674)		(1,593)		(5,364)		(4,698)
Net income attributable to ESAB Corporation					$	47,644	$	67,363
Net income attributable to ESAB Corporation	$	54,847	$	68,240	$	189,093	$	211,098
Earnings (loss) per share – basic
Income from continuing operations	$	~~1.05~~	$	~~1.14~~	$	30.3382	$	31.5415
Loss on discontinued operations	~~(0.15)~~		~~(0.02)~~		(0.2204)		(0.0605)
Net income per share – basic	$	~~0.90~~	$	~~1.12~~	$	30.1178	$	31.4810
Earnings (loss) per share – diluted
Income from continuing operations	$	~~1.04~~	$	~~1.13~~	$	30.2982	$	31.5014
Loss on discontinued operations	~~(0.14)~~		~~(0.02)~~		(0.2204)		(0.0604)
Net income per share – diluted	$	~~0.90~~	$	~~1.11~~	$	30.0778	$	31.4410

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in thousands

(Unaudited)

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

October 3, 2025

September 27, 2024

October 3, 2025

September 27, 2024

April 3, 2026

April 4, 2025

Net income

~~56,521~~

~~69,833~~

~~194~~49,~~457~~237

~~215~~69,~~796~~832

Other comprehensive (loss) income:

Foreign currency translation, net of tax expense (benefit) of $947, $(2,871), $(10,625) and $(924)

(6,087)

63,675

175,461

23,764

Foreign currency translation, net of tax expense (benefit) of $2,897 and $(4,322)

(18,753)

79,330

Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax benefit of $—, $(911), $(497) and $(1,155)

—

(3,130)

(1,816)

(3,968)

Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax benefit of $— and $(497)

—

(1,816)

Defined benefit pension and other post-retirement plan activity, net of tax expense of $50, $23, $158 and $270

250

343

773

1,299

Defined benefit pension and other post-retirement plan activity, net of tax expense of $87 and $11

369

321

Other comprehensive (loss) income

~~(5,837)~~

~~60,888~~

~~174~~(18,~~418~~384)

2177,~~095~~835

Comprehensive income

~~50,684~~

~~130,721~~

~~368~~30,~~875~~853

~~236~~147,~~891~~667

Comprehensive income attributable to noncontrolling interest

~~(348)~~

~~(2,302)~~

(~~4,418~~506)

(42,~~715~~587)

Comprehensive income attributable to ESAB Corporation

~~50,336~~

~~128,419~~

~~364~~30,~~457~~347

~~232~~145,~~176~~080

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED BALANCE SHEETS

Dollars in thousands, except share and per share amounts

(Unaudited)

	October 3, 2025		December 31, 2024
	April 3, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	~~218~~1,~~219~~004,790	$	~~249~~185,~~358~~863
Trade receivables, less allowance for credit losses of $23,557 and $23,850	460,469		370,321
Trade receivables, less allowance for credit losses of $21,638 and $21,765	488,460		451,298
Inventories, net	~~503~~520,~~722~~597		~~403~~481,~~711~~765
Prepaid expenses	6479,~~291~~022		5566,~~665~~103
Other current assets	8777,~~020~~289		6976,~~327~~876
Total current assets	12,~~333~~170,~~721~~158		1,~~148~~261,~~382~~905
Property, plant and equipment, net	~~357~~377,~~927~~352		~~298~~381,~~347~~876
Goodwill	1,~~962~~930,~~752~~604		1,~~651~~949,~~993~~702
Intangible assets, net	~~684~~655,~~439~~922		~~487~~673,~~993~~006
Lease assets - right of use	~~133~~106,~~751~~178		89113,~~859~~310
Other assets	~~396~~384,~~813~~455		~~357~~386,~~401~~295
Total assets	~~4,869,403~~$	5,624,669	~~4,033,975~~$	4,766,094
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of debt	2,175		15,000
Current portion of long-term debt	$	3,788	$	2,412
Accounts payable	~~342~~398,~~214~~501		~~318~~360,~~493~~391
Accrued liabilities	~~324~~327,~~685~~707		~~298~~301,~~558~~986
Total current liabilities	~~669~~729,~~074~~996		~~632~~664,~~051~~789
Long-term debt	12,~~334~~032,~~123~~436		1,~~060~~232,~~739~~540
Other liabilities	~~704~~626,~~179~~569		~~532~~657,~~936~~236
Total liabilities	23,~~707~~389,~~376~~001		2,~~225~~554,~~726~~565
Equity:
Common stock - $0.001 par value - 600,000,000 shares authorized, 60,709,740 and 60,517,574 shares outstanding as of October 3, 2025 and December 31, 2024, respectively	61		61
Common stock - $0.001 par value - 600,000,000 shares authorized, 60,881,557 and 60,721,079 shares outstanding as of April 3, 2026 and December 31, 2025, respectively	61		61
Additional paid-in capital	1,~~900~~905,~~871~~399		1,~~901~~904,~~337~~889
Retained earnings	~~769~~842,~~226~~343		~~597~~800,~~180~~806
Accumulated other comprehensive loss	(~~554~~557,~~210~~013)		(~~729~~539,~~574~~716)
Total ESAB Corporation equity	2,~~115~~190,~~948~~790		12,~~769~~166,~~004~~040
Noncontrolling interest	4644,~~079~~878		3945,~~245~~489
Total equity	2,~~162~~235,~~027~~668		12,~~808~~211,~~249~~529
Total liabilities and equity	$	45,~~869~~624,~~403~~669	$	4,~~033~~766,~~975~~094

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF EQUITY

Dollars in thousands, except share and per share amounts
(Unaudited)

	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	Shares	Amount
Balance at December 31, 2024	60,517,574	$	61	$	1,901,337	$	597,180	$	(729,574)	$	39,245	$	1,808,249
Balance at December 31, 2025	60,721,079	$	61	$	1,904,889	$	800,806	$	(539,716)	$	45,489	$	2,211,529
Net income	—	—		—		6747,~~363~~644		—		21,~~469~~593		6949,~~832~~237
Dividends declared ($0.08 per share)	—	—		—		(4,868)		—		—		(4,868)
Dividends declared ($0.10 per share)	—	—		—		(6,107)		—		—		(6,107)
Distributions to noncontrolling owners	—	—		—		—		—		(1,~~168~~117)		(1,~~168~~117)
Other comprehensive income, net of tax benefit of $4,808	—	—		—		—		77,717		118		77,835
Other comprehensive loss, net of tax expense of $(2,984)	—	—		—		—		(17,297)		(1,087)		(18,384)
Common stock-based award activity	~~105~~160,~~162~~478	—		~~512~~510		—		—		—		~~512~~510
Balance at April 4, 2025	60,622,736	61		1,901,849		659,675		(651,857)		40,664		1,950,392
Balance at April 3, 2026	60,881,557	$	61	$	1,905,399	$	842,343	$	(557,013)	$	44,878	$	2,235,668
Net income	—	—		—		66,883		—		1,221		68,104
Dividends declared ($0.10 per share)	—	—		—		(6,091)		—		—		(6,091)
Distributions to noncontrolling owners	—	—		—		—		—		(6)		(6)
Other comprehensive income, net of tax benefit of $7,153	—	—		—		—		102,158		262		102,420
Common stock-based award activity	74,050	—		(3,048)		—		—		—		(3,048)
Balance at July 4, 2025	60,696,786	61		1,898,801		720,467		(549,699)		42,141		2,111,771
Net income	—	—		—		54,847		—		1,674		56,521
Dividends declared ($0.10 per share)	—	—		—		(6,088)		—		—		(6,088)
Distributions and purchases relating to noncontrolling owners	—	—		—		—		—		3,590		3,590
Other comprehensive income, net of tax expense of $997	—	—		—		—		(4,511)		(1,326)		(5,837)
Common stock-based award activity	12,954	—		2,070		—		—		—		2,070
Balance at October 3, 2025	60,709,740	$	61	$	1,900,871	$	769,226	$	(554,210)	$	46,079	$	2,162,027


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	Shares	Amount
Balance at December 31, 2024	60,517,574	$	61	$	1,901,337	$	597,180	$	(729,574)	$	39,245	$	1,808,249
Net income	—	—		—		67,363		—		2,469		69,832
Dividends declared ($0.08 per share)	—	—		—		(4,868)		—		—		(4,868)
Distributions to noncontrolling owners	—	—		—		—		—		(1,168)		(1,168)
Other comprehensive income, net of tax benefit of $4,808	—	—		—		—		77,717		118		77,835
Common stock-based award activity	105,162	—		512		—		—		—		512
Balance at April 4, 2025	60,622,736	$	61	$	1,901,849	$	659,675	$	(651,857)	$	40,664	$	1,950,392

	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	Shares	Amount
Balance at December 31, 2023	60,295,634	$	60	$	1,881,054	$	350,557	$	(624,272)	$	40,258	$	1,647,657
Net income	—	—		—		59,951		—		1,643		61,594
Dividends declared ($0.06 per share)	—	—		—		(3,641)		—		—		(3,641)
Other comprehensive loss, net of tax expense of $2,029	—	—		—		—		(23,389)		(323)		(23,712)
Common stock-based award activity	128,787	—		480		—		—		—		480
Balance at March 29, 2024	60,424,421	60		1,881,534		406,867		(647,661)		41,578		1,682,378
Net income	—	—		—		82,907		—		1,462		84,369
Dividends declared ($0.08 per share)	—	—		—		(4,856)		—		—		(4,856)
Distributions to noncontrolling owners	—	—		—		—		—		(1,218)		(1,218)
Other comprehensive loss, net of tax benefit of $79	—	—		—		—		(15,712)		(369)		(16,081)
Common stock-based award activity	14,417	—		4,833		—		—		—		4,833
Balance at June 28, 2024	60,438,838	60		1,886,367		484,918		(663,373)		41,453		1,749,425
Net income	—	—		—		68,240		—		1,593		69,833
Dividends declared ($0.08 per share)	—	—		—		(4,858)		—		—		(4,858)
Distributions to noncontrolling owners	—	—		2,860		—		(1,706)		(3,155)		(2,001)
Other comprehensive loss, net of tax benefit of $3,759	—	—		—		—		60,179		709		60,888
Common stock-based award activity	5,408	—		4,438		—		—		—		4,438
Balance at September 27, 2024	60,444,246	$	60	$	1,893,665	$	548,300	$	(604,900)	$	40,600	$	1,877,725

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS

Dollars in thousands

(Unaudited)

	Nine Months Ended
	Three Months Ended
	October 3, 2025		September 27, 2024
	April 3, 2026		April 4, 2025
Cash flows from operating activities:
Net income	$	~~194~~49,~~457~~237	$	~~215~~69,~~796~~832
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other impairment charges	5823,~~731~~868		5017,~~028~~491
Net gain on sale of property, plant and equipment	(~~5,697~~56)		(15,~~060~~665)
Stock-based compensation expense	123,~~542~~948		145,~~473~~361
Deferred income tax (benefit) expense	(7,707)		2,394
Deferred income tax benefit	(4,771)		(2,774)
Non-cash interest expense	1,882		2,259
Amortization of debt issuance costs	5,764		628
Pension settlement loss	—		12,155
Changes in operating assets and liabilities:
Trade receivables, net	(5033,~~381~~819)		(3932,~~075~~026)
Inventories, net	(2840,~~924~~123)		(3135,~~651~~393)
Accounts payable	(939,~~893)~~662		1621,~~895~~405
Other operating assets and liabilities	(13,~~496)~~205		(133,~~691~~449)
Net cash provided by operating activities	~~163~~46,~~514~~915		~~228~~35,~~523~~410
Cash flows from investing activities:
Purchases of property, plant and equipment	(2713,~~654~~703)		(277,~~071~~294)
Proceeds from sale of property, plant and equipment	~~4,731~~275		34,~~452~~605
Acquisitions, net of cash received	(439,669)		(86,537)
Net cash used in investing activities	(13,428)		(2,689)
Other investing	539		(4,058)
Net cash used in investing activities	(462,053)		(114,214)
Cash flows from financing activities:
Proceeds from borrowings on Senior Notes	—1,000,000		~~700,000~~—
Proceeds from borrowings on revolving credit facilities and other	359,591		205,000
Repayments of borrowings on Term Loans	—		(2,500)
Repayments of borrowings on Term Loans	(10,000)		(597,500)
Proceeds from borrowings on revolving credit facilities and other	131,217		—
Repayments of borrowings on revolving credit facilities and other	(90317,~~442~~374)		~~(236,623)~~—
Payment of debt issuance costs	—(17,017)		~~(10,423)~~—
Payment of dividends	(156,~~821~~092)		(124,~~135~~861)
Distributions to noncontrolling interest holders	(31,~~057~~117)		(21,~~644~~168)
Other financing	(133,~~008~~438)		(54,~~099~~590)
Net cash provided by financing activities	227,263		40,576
Net cash provided by (used in) financing activities	786,179		(13,119)
Effect of foreign exchange rates on Cash and cash equivalents	~~40,137~~(739)		(322,~~218)~~388
(Decrease) increase in Cash and cash equivalents	(31,139)		151,667
Increase in Cash and cash equivalents	818,927		41,990
Cash and cash equivalents, beginning of period	~~249~~185,~~358~~863		~~102~~249,~~003~~358
Cash and cash equivalents, end of period	$	~~218~~1,~~219~~004,790	$	~~253~~291,~~670~~348

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS ~~— (Continued)~~

(Unaudited)

1. Organization and Basis of Presentation

Founded in 1904, ESAB Corporation (“ESAB” or the “Company”) is a focused premier industrial compounder. ESAB provides its partners with fabrication technology advanced equipment, consumables, gas control equipment, robotics and digital solutions. The Company’s rich history of innovative products, workflow solutions and its business management system, ESAB Business Excellence (“~~EBX~~EBXai”), enables the Company’s purpose of Shaping the world we imagineTM. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding and gas control. The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, the Middle East, India, Africa and Asia Pacific.

The Company’s fiscal year ends December 31. The Company’s ~~third~~first quarter ends on the last business day of the 13th complete week after the end of the prior quarter. As used herein, the ~~third~~first quarter results for ~~2025~~2026 and ~~2024~~2025 refer to the 13-week periods ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025, respectively.

Russia and Ukraine Conflict

The invasion of Ukraine by Russia and the sanctions imposed in response have increased the level of economic and political uncertainty. While ESAB continues to closely monitor the situation and evaluate options, the Company is meeting current contractual obligations while addressing applicable laws and regulations. For the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026, Russia represented approximately 64% ~~and 5%, respectively,~~ of the Company’s Net sales and contributed approximately $3 1 million ~~and~~of $9net ~~million,~~losses ~~respectively,~~to ofthe ~~its~~Company’s Net income. Russia also has approximately 5% of the Company’s total net assets as of ~~October~~April 3, ~~2025~~2026, including approximately $4842 million of Cash and cash equivalents that may be subject to delays in withdrawing from Russia, based upon the current environment at that time. In case of the disposition of the Russia business, a portion of goodwill would need to be allocated and disposed of at the relative fair value attributable to the Russia business. Russia has a cumulative translation loss of approximately $~~110~~108 million as of ~~October~~April 3, ~~2025~~2026, which would be realized upon a transition out. The Company is closely monitoring developments in Ukraine and Russia. Changes in laws and regulations or other factors impacting the Company’s ability to fulfill contractual obligations could have an adverse effect on the results of operations and cash flows.

Basis of Presentation

The Consolidated and Condensed Financial Statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading.

The Consolidated and Condensed Financial Statements reflect, in the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Intercompany transactions and accounts are eliminated in consolidation. ~~Certain line items on our Consolidated and Condensed Statements of Cash Flows have been reclassified to conform to the current presentation.~~

In the normal course of business, the Company incurs research and development costs related to new product development, which are expensed as incurred and included in Selling, general and administrative expense on the Company’s Consolidated and Condensed Statements of Operations. Research and development costs were $1012.5 ~~million~~ ~~and $31.1~~ million during the three ~~and nine~~ months ended ~~October~~April 3, ~~2025,~~2026 ~~respectively,~~ and $910.21 million ~~and $29.0 million~~ for the three ~~and nine~~ months ended ~~September~~April 274, ~~2024, respectively~~2025. These amounts do not include development and application engineering costs incurred in conjunction with fulfilling customer orders and executing customer projects, nor do they include costs related to securing third party product rights. The Company expects to continue making significant expenditures for research and development to maintain and improve its competitive positions.

The accompanying interim Consolidated and Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (the “~~2024~~2025 Form 10-K”), filed with the SEC on February 20, ~~2025~~2026.

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which expands disclosure requirements for more detailed information about the types of expenses in commonly presented expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the effect the adoption of the ASU may have on its disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for costs incurred to develop internal-use software including which costs are required to be recognized as an asset. The ASU is effective for annual and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the effect the adoption of the ASU may have on its consolidated financial statements and disclosures.

2. Discontinued Operations

The Company holds certain asbestos-related contingencies and insurance coverages from divested businesses for which it does not have an interest in the ongoing operations. The Company has classified asbestos-related activity included in its Consolidated and Condensed Statements of Operations as part of Loss from discontinued operations, net of taxes. This activity consists primarily of expected settlements, legal and administrative expenses associated with the above liabilities. Discontinued operations consist primarily of Selling, general and administrative expense, with an associated tax impact that is considered immaterial. See Note 1413, “Commitments and Contingencies” for further information.

Cash used in operating activities related to discontinued operations was $34.63 million ~~and $10.8 million~~ for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025,~~2026 ~~respectively,~~ and $32.63 million ~~and $12.1 million~~ for the three ~~and nine~~ months ended ~~September~~April 274, ~~2024, respectively~~2025.

3. Acquisitions

The Company continually evaluates potential acquisitions that either strategically fit with its existing portfolio or expand its portfolio into a new and attractive business area. The Company ~~has~~makes ~~completed~~appropriate aadjustments ~~number~~to ~~of acquisitions that have been accounted for using the acquisition method and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the~~ purchase ~~prices~~price ~~for~~allocations ~~these~~prior ~~businesses exceeded the fair value of acquired identifiable net assets. This excess is attributable~~ to acompletion ~~variety~~ of ~~factors,~~the ~~including,~~applicable ~~but~~measurement ~~not limited to~~period, ~~the~~as ~~anticipated~~required. ~~future~~Only ~~earnings~~facts and ~~cash~~circumstances ~~flow~~that ~~potential~~existed ofas ~~the acquired businesses; prevailing market multiples applied to earnings and cash flows in comparable transactions; the competitive nature~~ of the acquisition ~~processes;~~date ~~the~~are ~~strategic~~considered ~~benefits~~for ofsubsequent ~~accelerating~~adjustment. ~~market~~Refer ~~entry~~to orNote ~~enhancing existing product offerings without incurring the time~~5, ~~cost~~“Acquisitions” ~~and~~in ~~risk associated with internal development; and~~ the ~~complementary~~Company’s ~~fit~~2025 ~~and~~Form ~~expected~~10-K ~~synergies~~for ~~these~~further ~~businesses~~information ~~contribute~~on to the Company’s ~~existing~~accounting ~~operations~~treatment of acquisitions.

~~Under~~On ~~the~~January ~~acquisition~~31, ~~method of accounting~~2026, the Company ~~makes~~entered into an ~~initial~~agreement ~~allocation~~to ofacquire ~~the~~Eddyfi ~~purchase~~Technologies ~~price~~(“Eddyfi”), ata ~~the~~global ~~date~~leader ofin ~~acquisition~~advanced ~~based~~inspection ~~upon its understanding of the fair value of the acquired assets~~ and ~~assumed~~monitoring ~~liabilities~~technologies ~~from~~headquartered ~~information~~in ~~obtained during due diligence and through other sources. As the Company obtains additional information about these assets and liabilities~~Quebec, ~~including through tangible and intangible asset appraisals~~Canada, ~~and~~for ~~learns~~a ~~more~~purchase ~~about~~price ~~the newly acquired business, the Company is able to refine the estimates~~ of ~~fair~~approximately ~~value~~$1.45 billion ~~and more accurately allocate~~ (the ~~purchase price~~“Acquisition”). The ~~fair~~Acquisition ~~values~~is ofexpected ~~acquired~~to ~~intangibles~~be ~~are~~funded ~~determined~~with ~~based~~a oncombination ~~estimates and assumptions that form the basis~~ of ~~the~~cash ~~forecasted~~on ~~results~~hand, ofdebt ~~the~~(refer ~~acquired~~to ~~business~~Note ~~including earnings before interest~~9, ~~taxes, depreciation and amortization (~~“~~EBITDA~~Debt”), ~~revenue,~~for ~~revenue~~additional ~~growth~~information) ~~rates, royalty rates~~ and ~~customer~~approximately ~~attrition~~$318 million ~~rates.~~of ~~These~~fully ~~assumptions~~committed ~~are~~equity, ~~forward~~consisting looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who provide guidance on the Company’s critical assumptions and calculations of the ~~fair~~Mandatory ~~value~~Convertible ofPreferred ~~acquired~~Stock ~~intangible~~and ~~assets~~common instock ~~connection~~issuances ~~with~~described ~~significant acquisitions~~below. The ~~Company~~Acquisition ~~makes~~is ~~appropriate~~expected ~~adjustments~~ to ~~purchase~~be ~~price~~completed ~~allocations~~in ~~prior~~mid-2026, subject to ~~completion~~the receipt of ~~the~~ applicable ~~measurement~~regulatory ~~period,~~approvals ~~as required. Only facts~~ and ~~circumstances~~customary ~~that~~closing ~~existed as of the acquisition date are considered for subsequent adjustment~~conditions.

~~The~~Furthermore, ~~following~~in ~~table~~relation ~~describes~~to the Acquisition, on February 2, 2026, the Company’s ~~2025~~offered ~~acquisition~~and ~~activity~~agreed to issue and sell 175,000 shares (the “Preferred Shares”) of a newly created series of convertible preferred stock, designated as 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share (the “Mandatory Convertible Preferred Stock”), to certain investors (the “Preferred Stock Purchasers”), pursuant to a preferred stock purchase agreement (the “Preferred Stock Purchase Agreement”), for ~~which~~an itaggregate ~~acquired~~liquidation preference of $175.0 million. The Preferred Stock Purchasers include one or more entities affiliated with Mitchell Rales, the Chairman of our Board, and one or more entities affiliated with Steven Rales, Mitchell’s brother, who have agreed to purchase $100%.0 million and $25.0 million, respectively, of the ~~equity~~Mandatory Convertible Preferred Stock for investment purposes, and ~~voting~~the ~~interest~~remaining $50.0 million has been agreed to be purchased by other third parties. The transactions with the entities affiliated with Mitchell Rales and the entities affiliated with Steven Rales were on the same terms as the transactions with unaffiliated third parties. The Preferred Shares were offered at a price of ~~each~~$1,000 ~~acquired~~per ~~entity~~Preferred Share and the net proceeds to the Company, after deducting the fees payable to the placement agents but before deducting other offering expenses, are expected to be approximately $172 million.

Acquisition Date	Company	Description	Segment
April 30, 2025	Bavaria Schweisstechnik (“Bavaria”)	A European provider of submerged-arc welding applications	EMEA & APAC
June 4, 2025	DeltaP s.r.l. (“DeltaP”)	A European provider of medical central gas systems and aftermarket services	EMEA & APAC
July 9, 2025	Aktiv Technologies Private Limited (“Aktiv”)	An industrial gas equipment manufacturer based in India	EMEA & APAC
August 22, 2025	EWM GmbH (“EWM”)	A Global leader in heavy industrial welding equipment and advanced automation	EMEA & APAC

The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the nine months ended October 3, 2025. These amounts, including inventories, deferred taxes, intangible assets, and property, plant and equipment, are determined based upon certain valuations and studies that have yet to be finalized. Accordingly, the assets acquired and liabilities assumed, as detailed below, are subject to adjustment once the detailed analyses are completed. None of the goodwill is expected to be deductible for tax purposes.

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	EWM		All Others		Total
	(in thousands)
Cash and cash equivalents	$	10,349	$	6,803	$	17,152
Inventories, net	39,903		7,662		47,565
Property, plant and equipment, net	31,470		6,284		37,754
Goodwill(1)	162,926		65,865		228,791
Identifiable intangible assets(2)	137,141		43,938		181,079
Customer relationships(3)	96,433		35,771		132,204
Trade names	20,536		6,294		26,830
Technology	20,172		1,873		22,045
Deferred tax liability	(35,605)		(12,006)		(47,611)
Other, net(4)	(11,438)		(890)		(12,328)
Preliminary purchase price consideration	334,746		117,656		452,402

The Mandatory Convertible Preferred Stock will be issued on the acquisition closing date and will automatically convert into common stock on the conversion date, which is approximately three years from issuance, unless earlier converted by the holder or upon a fundamental change. The shares accrue cumulative dividends at a rate of 6.50% per annum, payable quarterly when and if declared. Each share will convert at a rate ranging from 7.1806 to 8.2576 shares of common stock, depending on the average market price during the specified settlement period and subject to certain customary anti‑dilution and other protective adjustment provisions. Holders may elect early conversion at the minimum conversion rate, subject to adjustments for unpaid dividends. The preferred stock has a liquidation preference senior to common equity and is not redeemable, except for limited redemptions required to address regulatory ownership restrictions. Management believes these shares could be dilutive to the Company’s GAAP earnings per share after the Acquisition has closed.

(In addition, on February 2, 2026, the Company offered and agreed to issue and sell 1,254,255 shares of its Common Stock, par value $0.001 per share, to certain institutional investors (the “Common Stock Purchasers” and, together with the Preferred Stock Purchasers, the “Purchasers”), ~~Goodwill~~pursuant ~~for~~to a common stock purchase agreement (the “~~All~~Common ~~Others~~Stock Purchase Agreement” ~~includes~~and, together with the Preferred Stock Purchase Agreement, the “Purchase Agreements”), at a price of $114.00 per share, for an aggregate purchase price of approximately $39143 million. ~~for~~The ~~Bavaria~~net ~~and~~proceeds to the Company, after deducting the fees payable to the placement agents but before deducting other offering expenses, are expected to be approximately $17140.1 million. ~~for~~In ~~Aktiv~~connection with the Common Stock Purchase Agreement, the Company has agreed to provide the Common Stock Purchasers with certain customary registration rights with respect to the shares of Common Stock to be issued thereunder.

~~(2)~~Under ~~Definite-lived~~the ~~intangibles~~terms ~~are~~of ~~subject~~the Purchase Agreements, the obligation of the Purchasers to ~~estimated~~purchase ~~weighted-average~~the ~~useful~~shares ~~lives~~is ~~ranging~~conditioned ~~from~~upon, ~~five~~among other things, the substantially concurrent consummation of the Acquisition. The Purchase Agreements may be terminated by either the Company or the Purchasers if the closing does not occur on or before November 30, 2026. The issuance of the Preferred Shares and the shares of Common Stock described above, together with the related net proceeds, are each expected to ~~twenty~~occur ~~years~~concurrently with, and are conditioned upon, the closing of the Acquisition.

~~(3)~~For ~~Customer~~a ~~relationships~~description ~~for~~of ~~“All~~the ~~Others”~~Company’s ~~includes~~acquisition ~~approximately~~activity ~~$23~~for the year ended December ~~million~~31, 2025, reference is made to the financial statements as of and for ~~Bavaria~~the year ended December 31, 2025 and Note 5, “Acquisitions” thereto in the Company’s 2025 Form 10-K.

(4) Includes current and non-current amounts and non-controlling interest.

For the three and nine months ended October 3, 2025, the above acquisitions added approximately $27 million and $35 million, respectively, to Net sales. The Company incurred approximately $1 million and $10 million of acquisition-related costs for the acquisitions completed in 2025 in the three and nine months ended October 3, 2025, respectively. These costs were expensed in Selling, general and administrative expense in the Consolidated and Condensed Statements of Operations.

For a description of the Company’s acquisition activity for the year ended December 31, 2024, reference is made to the financial statements as of and for the year ended December 31, 2024 and Note 5, “Acquisitions” thereto in the Company’s 2024 Annual Report.

4. Revenue

The Company provides fabrication technology advanced equipment, consumables, gas control equipment, robotics and digital solutions. Substantially all revenue is recognized at a point in time. The Company disaggregates its revenue into the following product groups:

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

October 3, 2025

September 27, 2024

October 3, 2025

September 27, 2024

April 3, 2026

April 4, 2025

(in thousands)

(In thousands)

Equipment

~~249,948~~

~~219,415~~

~~714~~264,~~375~~733

~~665~~232,~~934~~488

Consumables

~~477,897~~

~~453,835~~

1480,~~407,194~~864

1445,~~404,113~~650

~~727,845~~

~~673,250~~

2745,~~121,569~~597

2678,~~070,047~~138

The sales mix in the above table is relatively consistent across both reportable segments. The consumables product grouping generally has less production complexity and shorter production cycles than equipment products.

Given the nature of the business, the total amount of unsatisfied performance obligations with an original contract duration of greater than one year as of ~~October~~April 3, ~~2025~~2026 is immaterial. In some circumstances, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, total contract liabilities were $2619.47 million and $3126.24 million, respectively, and were included in Accrued liabilities on the Consolidated ~~and Condensed~~ Balance Sheets. During the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026, revenue recognized that was included in the contract liabilities balance at the beginning of the year was $110.94 million ~~and $15~~.~~5 million,~~ ~~respectively.~~ During the three ~~and nine~~ months ended ~~September~~April 274, ~~2024~~2025, revenue recognized that was included in the contract liabilities balance at the beginning of the year was $19.39 million ~~and $22~~.~~6 million,~~ ~~respectively.~~ As of ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025, total contract liabilities were $2733.29 million and $2725.83 million, respectively.

109

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Allowance for Credit Losses

A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Consolidated and Condensed Balance Sheets is as follows:

Nine Months Ended October 3, 2025

Three Months Ended April 3, 2026

Balance atBeginningof Period

Charged to Expense, net

Write-Offs and Deductions

ForeignCurrencyTranslation

Balance atEnd ofPeriod

(In thousands)

Allowance for credit losses

2321,~~850~~765

~~1,138~~117

(~~2,871~~359)

~~1,440~~115

2321,~~557~~638

5. Earnings per Share from Continuing Operations

The Company has unvested share-based payment awards with a right to receive non-forfeitable dividends, which are considered participating securities. The Company allocates earnings to participating securities and computed earnings per share using the two-class method as follows:

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

October 3, 2025

September 27, 2024

October 3, 2025

September 27, 2024

April 3, 2026

April 4, 2025

~~(In thousands, except share and per share data)~~

(In thousands, except share and per share data)

Computation of earnings per share from continuing operations – basic:

Income from continuing operations attributable to ESAB Corporation(1)

~~63,666~~

~~69,454~~

~~202~~50,~~352~~198

~~214~~70,~~782~~095

Distributed and undistributed earnings allocated to nonvested shares

~~(131)~~

~~(305)~~

(~~546~~247)

(~~1,052~~249)

Income from continuing operations attributable to common stockholders

~~63,535~~

~~69,149~~

~~201~~49,~~806~~951

~~213~~69,~~730~~846

Weighted-average shares of Common stock outstanding – basic

~~60,703,560~~

~~60,439,818~~

60,~~668~~781,~~678~~212

60,~~406~~562,~~056~~584

Income per share from continuing operations – basic

~~1.05~~

~~1.14~~

30.3382

31.5415

Computation of earnings per share from continuing operations – diluted:

Income from continuing operations attributable to common stockholders

~~63,535~~

~~69,149~~

~~201~~49,~~806~~951

~~213~~69,~~730~~846

Weighted-average shares of Common stock outstanding – basic

~~60,703,560~~

~~60,439,818~~

60,~~668~~781,~~678~~212

60,~~406~~562,~~056~~584

Net effect of potentially dilutive securities(2)

~~534,781~~

~~646,311~~

~~608~~484,~~723~~616

~~644~~718,~~791~~534

Weighted-average shares of Common stock outstanding – dilution

~~61,238,341~~

~~61,086,129~~

61,~~277~~265,~~401~~828

61,~~050~~281,~~847~~118

Net income per share from continuing operations – diluted

~~1.04~~

~~1.13~~

30.2982

31.5014

(1) Net income from continuing operations attributable to ESAB Corporation for the respective periods is calculated using Net income from continuing operations, less Income attributable to noncontrolling interest, net of taxes, of $1.76 million ~~and $5.4 million~~ for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025,~~2026 ~~respectively,~~ and $12.65 million ~~and $4.7 million~~ for the three ~~and nine~~ months ended ~~September~~April 274, ~~2024, respectively~~2025.

(2) Potentially dilutive securities include stock options, performance-based restricted stock units and non-performance-based restricted stock units.

6. Income Taxes

During the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026, Income from continuing operations before income taxes was $8364.09 million ~~and $264.2 million, respectively,~~ while Income tax expense was $1713.71 million ~~and $56~~.5 ~~million, respectively.~~ The effective tax rate was 2120.32% ~~and 21.4%~~ for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025, respectively~~2026. The effective tax rate differed from the ~~2025~~2026 U.S. federal statutory rate of 21.0% primarily due to the ~~impact~~U.S. ~~of a law change in a foreign jurisdiction and withholding~~ tax ~~offset~~benefit byfor aqualifying ~~release~~Foreign-Derived ofDeduction aEligible ~~valuation~~Income ~~allowance in a foreign jurisdiction~~(“FDDEI”).

During the three ~~and nine~~ months ended ~~September~~April 274, ~~2024~~2025, Income from continuing operations before income taxes was $8993.1 million ~~and $273.9 million, respectively,~~ while Income tax expense was $1820.15 million. ~~and~~The ~~$54~~effective tax rate was 22.50% ~~million~~for the three months ended April 4, ~~respectively~~2025. The effective tax rate ~~was~~differed 20from the 2025 U.3%S. ~~and~~federal 19statutory rate of 21.90% ~~for~~primarily ~~the~~due ~~three~~to ~~and~~the ~~nine~~mix ~~months~~of ~~ended~~income ~~September~~outside ~~27,~~of ~~2024,~~the ~~respectively~~U.S. ~~The~~taxed at higher statutory tax rates.

1110

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

effective tax rate differed from the 2024 U.S. federal statutory rate of 21.0% primarily due to a favorable final ruling in a tax case in a foreign jurisdiction and an agreement with a taxing authority on the treatment of subsidy income in a foreign jurisdiction.

7. Inventories, Net

Inventories, net consisted of the following:

	October 3, 2025		December 31, 2024
	April 3, 2026		December 31, 2025
	(In thousands)
Raw materials	$	~~171~~186,~~915~~279	$	~~151~~173,~~248~~458
Work in process	5146,~~161~~640		4140,~~698~~033
Finished goods	~~321~~324,~~539~~085		~~251~~307,~~994~~517
	544,615		444,940
	557,004		521,008
Allowance for excess, slow-moving and obsolete inventory	(4036,~~893~~407)		(4139,~~229~~243)
	$	~~503~~520,~~722~~597	$	~~403~~481,~~711~~765

8. Accrued and Other Liabilities

Accrued and Other liabilities in the Consolidated and Condensed Balance Sheets consisted of the following:

October 3, 2025

December 31, 2024

April 3, 2026

December 31, 2025

Current

Noncurrent

Current

Noncurrent

(In thousands)

Accrued taxes and deferred tax liabilities

5458,~~338~~078

~~199~~176,~~396~~314

4653,~~395~~728

~~151~~182,~~642~~898

Compensation and related benefits

8266,~~674~~880

5351,~~244~~511

8068,~~451~~535

4852,~~350~~706

Asbestos liability

4344,~~335~~101

~~279~~263,~~473~~012

4042,~~779~~242

~~253~~269,~~287~~829

Contract liabilities

2733,~~244~~885

—

2619,~~390~~663

—

Lease liabilities

22,~~569~~317

~~108~~81,~~171~~537

2122,~~459~~081

6688,~~042~~141

Warranty liability

1312,~~325~~540

—

12,~~794~~573

—

Third-party commissions

1613,~~109~~398

—

1719,~~346~~371

—

Restructuring liability

615,~~994~~919

27—

417,~~732~~297

~~374~~319

Accrued interest

1819,~~966~~792

—

8,~~077~~570

—

Other

3940,~~131~~797

6354,~~868~~195

4037,~~135~~926

1363,~~241~~343

~~324~~327,~~685~~707

~~704~~626,~~179~~569

~~298~~301,~~558~~986

~~532~~657,~~936~~236

Accrued Warranty Liability

A summary of the activity in the Company’s warranty liability included in Accrued liabilities in the Company’s Consolidated and Condensed Balance Sheets is as follows:

	Nine Months Ended
	Three Months Ended
	October 3, 2025		September 27, 2024
	April 3, 2026		April 4, 2025
	(In thousands)
Warranty liability, beginning of period	$	12,~~794~~573	$	12,~~606~~794
Accrued warranty expense	62,~~526~~652		81,~~026~~967
Changes in estimates related to pre-existing warranties	~~906~~433		~~1,829~~465
Cost of warranty service work performed	(93,~~102~~099)		(82,~~507~~885)
Foreign exchange translation effect and other	~~2,201~~(19)		~~(40)~~261
Warranty liability, end of period	$	1312,~~325~~540	$	1312,~~914~~602

1211

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Accrued Restructuring Liability

The Company’s restructuring programs include a series of actions to reduce the structural costs of the Company. A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Consolidated and Condensed Balance Sheets is as follows:

	Nine Months Ended October 3, 2025
	Three Months Ended April 3, 2026
	Balance at Beginning of Period		Charges		Payments		Foreign Currency Translation and Other		Balance at End of Period
	(In thousands)
Termination benefits(1)	$	3,845	$	7,089	$	(5,240)	$	703	$	6,397
Americas:
Facility closure costs and other(2)	1,261		3,147		(3,593)		(191)		624
Termination benefits(1)	$	8,827	$	1,176	$	(1,049)	$	(89)	$	8,865
	$	5,106	$	10,236	$	(8,833)	$	512	$	7,021
Facility closure costs and other(2)	1,677		5,186		(6,057)		—		806
Subtotal	10,504		6,362		(7,106)		(89)		9,671
Non-cash charges(2)			2,619
			8,981
EMEA & APAC:
Termination benefits(1)	6,223		687		(1,322)		(62)		5,526
Facility closure costs and other(2)	889		493		(709)		49		722
Subtotal	7,112		1,180		(2,031)		(13)		6,148
Non-cash charges(2)			—
			1,180
Total	$	17,616	7,542		$	(9,137)	$	(102)	$	15,919
Non-cash charges(2)			2,619
Total Provision			$	10,161

(1) Includes severance and other termination benefits, including outplacement services.

(2) Includes the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and product lines.

9. ~~Benefit Plans~~Debt

The Company sponsors various defined benefit plans and other post-retirement benefits plans, including health and life insurance, for certain eligible employees or former employees.

During the nine months ended September 27, 2024, the Company recognized a non-cash pension settlement loss of $12.2 million related to the transfer of plan assets to a third party as part of externalizing the risk associated with a foreign defined benefit plan. This amount is reflected in Pension settlement loss in the Consolidated and Condensed Statements of Operations.

10. Debt

The following table shows the components of the Company’s debt:

October 3, 2025

December 31, 2024

April 3, 2026

December 31, 2025

(In thousands)

Term loans

~~375~~350,000

~~385~~350,000

Senior unsecured notes

1,700,000

700,000

Revolving credit facility

~~260,000~~—

—185,000

Other debt

86,~~888~~801

—8,215

Total debt

12,~~343~~056,~~888~~801

1,~~085~~243,~~000~~215

Current portion of debt

(23,~~175~~788)

(152,~~000~~412)

Unamortized deferred financing fees

(720,~~590~~577)

(98,~~261~~263)

Long-term debt

12,~~334~~032,~~123~~436

1,~~060~~232,~~739~~540

Senior Notes, Term Loans and Revolving Credit Facility

On April 4, 2022, the Company entered into a credit agreement ~~(as amended and restated from time-to-time, the “Credit Agreement”)~~ that initially consisted of (i) a $750 million revolving credit facility ~~(the “Revolving Facility”)~~ with a maturity date of April 4, 2027, (ii) a ~~Term~~senior term loan A-1 ~~loan~~facility with an initial aggregate principal amount of $400 million ~~(the “Term Loan A-1 Facility”),~~ with a maturity date of April 4, 2027; and (iii) a $600 million 364-day senior term loan ~~facility (the “Term Loan~~ A-2 ~~Facility”)~~facility with a maturity date of April 3, 2023. The ~~Revolving~~senior ~~Facility~~term ~~contains~~loan aA-2 ~~$300 million~~facility ~~foreign~~was ~~currency~~subsequently ~~sublimit~~refinanced ~~and~~in June 2022 extending its maturity date to April 3, 2025 to become a ~~$50~~ ~~million swing~~senior ~~line~~term loan ~~sub~~ A-3 facility.

On June 28, 2022, the Company amended and restated the Credit Agreement by entering into Amendment No. 2 to the Credit Agreement (“Credit Agreement Amendment”). The Credit Agreement Amendment provides for a $600 million term loan facility (the “Term Loan A-3 Facility,” collectively the “Term Facilities” with Term A-1 Facility and Term A-2 Facility) with a maturity date of April 3, 2025 to refinance the Company’s existing Term Loan A-2 Facility. Also on June 28, 2022, the 12

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

~~Company~~On ~~borrowed~~April 9, 2024, the ~~entire~~Company issued $~~600~~700 million ~~under~~in ~~Term~~aggregate ~~Loan~~principal ~~A-3~~amount ~~Facility~~of to6.25% ~~fund~~senior notes due 2029 (the ~~repayment~~“2029 Senior Notes”) governed by an indenture (the “2029 Indenture”). The 2029 Senior Notes have a contractual maturity interest rate of 6.25% and maturity date of April 15, 2029. The Company used the ~~Term~~net ~~Loan~~proceeds from the 2029 Senior Notes to pay off its senior term loan A-23 ~~Facility~~facility and pay fees associated with the offering.

On ~~April~~October 916, ~~2024~~2025, the Company ~~issued~~entered ~~$700 million~~into inan ~~aggregate~~Amended ~~principal~~and ~~amount~~Restated ofCredit ~~6.25%~~Agreement (the “A&R Credit Agreement”) that, among other things, provides for (i) a senior ~~notes~~term ~~due~~loan ~~2029~~A facility (the “~~Senior~~Term ~~Notes~~Loan A Facility”) ~~governed~~in by an ~~indenture~~aggregate principal amount of $350 million and (ii) a senior revolving credit facility (the “~~Indenture~~Revolving Facility”) in the amount of $1.05 billion ~~The~~to replace the Company’s ~~used~~existing ~~the~~$400 ~~net~~million ~~proceeds~~senior ~~from~~term ~~the~~loan ~~Senior~~A-1 ~~Notes~~facility toand $750 million revolving credit facility and pay off ~~its~~the ~~Term~~outstanding ~~Loan~~principal ~~A-3~~and interest thereunder. Both facilities mature on October 16, 2030, subject to a springing maturity date under certain circumstances. The Revolving Facility ~~and~~contains ~~pay~~a ~~fees~~$300 million ~~associated~~foreign ~~with~~currency ~~the~~sublimit ~~offering~~and a $50 million swing line loan sub-facility.

~~After~~On March 26, 2026, the ~~quarter~~Company ~~ended~~issued ~~October~~$1.0 3,billion ~~2025,~~in onaggregate ~~October 16~~principal amount of 5.625% senior notes due 2031 (the “2031 Senior Notes” and, ~~2025~~together with the 2029 Senior Notes, the ~~Company~~“Senior ~~entered~~Notes”) ~~into~~governed by an ~~Amended~~indenture (the “2031 Indenture” and ~~Restated~~together ~~Credit~~with ~~Agreement~~the ~~that~~2029 Indenture, ~~among~~the ~~other~~“Indentures”). ~~things,~~The ~~provides~~2031 ~~for~~Senior ~~(i)~~Notes have a ~~senior~~contractual ~~term~~maturity ~~loan~~interest Arate ~~facility~~of in5.625% anand ~~aggregate~~maturity ~~principal~~date ~~amount~~ of ~~$350~~April ~~million~~1, ~~and~~2031. ~~(ii)~~The Company used a ~~senior~~portion ~~revolving~~of ~~credit~~the ~~facility~~net inproceeds to pay down the ~~amount~~revolving line of credit for a total of $~~1.05~~240 ~~billion~~million and plans to ~~replace~~use the ~~Company’s~~remaining ~~existing~~net ~~$400~~proceeds ~~million~~from ~~Term~~the ~~Loan~~sale ~~A-1~~of ~~Facility~~the ~~and~~2031 ~~$750 million~~Senior ~~Revolving~~Notes ~~Facility~~to ~~and~~ pay ~~off~~a portion of the ~~outstanding~~acquisition ~~principal~~of Eddyfi and ~~interest~~associated ~~thereunder.~~costs ~~Both~~and ~~facilities~~expenses. ~~mature~~The on2031 ~~October 16,~~Senior ~~2030,~~Notes are subject to a ~~springing~~special ~~maturity~~mandatory ~~date~~redemption ~~under~~at ~~certain~~a ~~circumstances.~~redemption ~~The~~price ~~new~~equal ~~covenants~~to 100% of the initial issue price of the 2031 Senior Notes, plus any accrued and ~~applicable~~unpaid interest ~~rate~~to, ~~under~~but not including, the ~~Amended~~date ~~and~~of ~~Restated~~such ~~Credit~~special ~~Agreement~~mandatory ~~are~~redemption, ~~substantially~~if ~~similar~~(i) the Acquisition is not consummated on or prior to the outside date as set forth under the related share purchase agreement or (ii) the Company notifies the trustee that the share purchase agreement has been terminated in accordance with its terms or upon the occurrence of certain other events prior to the outside date as set forth under the share purchase agreement. Refer to “Note 163, ~~Subsequent Events~~“Acquisitions” for ~~further~~additional ~~details~~information. The Indentures also provide for certain optional or mandatory redemptions or prepayments in other circumstances, none of which are currently expected by management as of April 3, 2026.

AsThe A&R Credit Agreement and the Indentures contain customary covenants. These covenants limit the ability of ~~October~~the Company and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments or pay dividends. In addition, the A&R Credit Agreement requires that the Company maintains certain financial covenants and the Company was in compliance with all of its debt covenants as of April 3, ~~2025~~2026. The A&R Credit Agreement and the Indentures contain various events of default (including failure to comply with the covenants under the A&R Credit Agreement) and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Term Loan A Facility, Senior Notes and the Revolving Facility. Certain United States subsidiaries of the Company’s ~~debt~~have ~~primarily~~agreed ~~consisted~~to guarantee the obligations of the ~~following~~Company ~~facilities:~~under the A&R Credit Agreement and Senior Notes.

•Loans made under the Term Loan A ~~$750~~Facility ~~million~~will bear interest, at the election of the Company, at either the base rate (as defined in the A&R Credit Agreement) or at the term Secured Overnight Financing Rate (“SOFR”) plus an adjustment (as defined in the A&R Credit Agreement), in each case, plus the applicable interest rate margin. Loans made under the Revolving Facility ~~with~~will abear ~~maturity~~interest, ~~date~~at the election of ~~April 4~~the Company, ~~2027~~at either the base rate or, ~~with~~(i) ~~$260~~in ~~million~~the ~~drawn;~~case of loans denominated in dollars, the term SOFR plus an adjustment or the daily simple SOFR plus an adjustment, (ii) in the case of loans denominated in euros, the adjusted Euro Interbank Offered Rate (“EURIBOR”) rate and, (iii) in the case of loans denominated in sterling, Sterling Overnight Index Average (“SONIA”) plus an adjustment (as all such rates are defined in the A&R Credit Agreement), in each case, plus the applicable interest rate margin. The applicable interest rate margin changes based upon the Company’s total leverage ratio (consolidated total net debt divided by EBITDA, as defined in the credit agreement and ranging from 1.125% to 1.750% or in the case of the base rate margin, 0.125% to 0.750%). Each swing line loan denominated in dollars will bear interest at the base rate plus the applicable interest rate margin.

•ATo ~~Term~~manage ~~Loan~~exposures ~~A-1~~to ~~Facility~~currency ~~with~~exchange anrates ~~aggregate~~and ~~principal~~interest ~~amount~~rates ofarising ~~$375~~in ~~million~~Long-term ~~and~~debt, athe ~~maturity~~Company ~~date~~entered ofinto ~~April 4~~cross-currency swap agreements. Refer to Note 10, ~~2027;~~“Derivatives” ~~and~~for additional information.

~~•Senior~~As ~~Notes~~of April 3, ~~with~~2026, anthe ~~aggregate~~weighted-average ~~principal~~interest ~~amount~~rate of ~~$700~~borrowings ~~million~~under the Credit Agreement and aIndentures ~~maturity~~was ~~date~~5.45%, including the net impact from the cross-currency swaps and excluding accretion of ~~April 15~~deferred financing fees, ~~2029.~~and there

The Credit Agreement and the Indenture contain customary covenants. These covenants limit the ability of the Company and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments or pay dividends. In addition, the Credit Agreement requires that the Company maintains certain financial covenants and the Company was in compliance with all of its debt covenants as of October 3, 2025. The Credit Agreement and the Indenture contain various events of default (including failure to comply with the covenants under the Credit Agreement and related agreements) and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Term A-1 Facility, Senior Notes and the Revolving Facility. Certain United States subsidiaries of the Company have agreed to guarantee the obligations of the Company under the Credit Agreement and Senior Notes.13

Loans made under the Term A-1 Facility will bear interest, at the election of the Company, at either the base rate (as defined in the Credit Agreement) or at the term Secured Overnight Financing Rate (“SOFR”) plus an adjustment (as defined in the Credit Agreement), in each case, plus the applicable interest rate margin. Loans made under the Revolving Facility will bear interest, at the election of the Company, at either the base rate or, (i) in the case of loans denominated in dollars, the term SOFR plus an adjustment or the daily simple SOFR plus an adjustment, (ii) in the case of loans denominated in euros, the adjusted Euro Interbank Offered Rate (“EURIBOR”) rate and, (iii) in the case of loans denominated in sterling, Sterling Overnight Index Average (“SONIA”) plus an adjustment (as all such rates are defined in the Credit Agreement Amendment), in each case, plus the applicable interest rate margin. The applicable interest rate margin changes based upon the Company’s total leverage ratio (consolidated total debt divided by EBITDA, as defined in the credit agreement and ranging from 1.125% to 1.750% or in the case of the base rate margin, 0.125% to 0.750%). Each swing line loan denominated in dollars will bear interest at the base rate plus the applicable interest rate margin.

To manage exposures to currency exchange rates and interest rates arising in Long-term debt, the Company entered into interest rate and cross-currency swap agreements. Refer to Note 11, “Derivatives” for additional information.

As of October 3, 2025, the weighted-average interest rate of borrowings under the Credit Agreement and Indenture was 5.55%, including the net impact from the cross-currency swaps and excluding accretion of deferred financing fees, and there was $490 million of borrowing capacity available under the Revolving Facility, subject to the Company meeting financial covenants and other requirements.

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

was $1,050 million of borrowing capacity available under the Revolving Facility, subject to the Company meeting financial covenants and other requirements.

Bridge Loan Commitment Letter

On January 31, 2026, the Company entered into a commitment letter with JPMorgan Chase Bank, N.A. to provide a $1.0 billion aggregate principal senior unsecured bridge term loan facility (the “Bridge Loan”) to fund the Acquisition and related fees and expenses. On March 26, 2026, following the issuance of the 2031 Senior Notes, the Company terminated the Bridge Loan. The Company never drew down on the Bridge Loan and paid $4.8 million for customary upfront fees related to the Bridge Loan that were expensed through Interest expense and other, net upon termination of the Bridge Loan.

Other Indebtedness

In addition to the debt agreements discussed above, the Company also has the ability to incur ~~approximately~~ $5073.1 million of indebtedness pursuant to certain uncommitted credit lines, consisting primarily of an uncommitted credit line that the Company has used from time to time in the past for short-term working capital needs.

The Company is party to letter of credit facilities with an aggregate capacity of $~~113~~114.3 million. Total letters of credit of $3237.42 million were outstanding as of ~~October~~April 3, ~~2025~~2026.

Deferred Financing Fees

The Company had total deferred financing fees of $824.05 million included in its Consolidated and Condensed Balance Sheets as of ~~October~~April 3, ~~2025~~2026, which will be charged to Interest expense and other, net, over the term of the related debt instruments. The costs associated with the Term ~~Facilities~~Loan A Facility and Senior Notes noted above will be amortized over the contractual term of the related facility and the costs associated with these will be amortized over the life of the A&R Credit Agreement or the ~~Indenture~~Indentures, respectively. Of the $824.05 million, $03.49 million of deferred financing fees relating to the Revolving Facility are included in Other assets and $720.6 million of deferred financing fees relating to the Term ~~Facilities~~Loan A Facility and Senior Notes are recorded as a contra-liability within Long-term debt. The deferred financing fees related to the 2031 Senior Notes make up approximately $13 million of the $20.6 million.

1110. Derivatives

The Company uses derivative instruments to manage exposures to currency exchange rates ~~and interest rates~~ arising in connection with ~~long~~Long-term debt and the normal course of business. The Company has established policies and procedures that govern the risk management of these exposures. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable.

The Company is subject to the credit risk of counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with an individual counterparty was considered significant as of ~~October~~April 3, ~~2025~~2026. The Company does not expect any counterparties to fail to meet their obligations. The Company records derivatives in the Consolidated and Condensed Balance Sheets at fair value.

Cash Flow Hedges

On July 14, 2022, the Company entered into two interest rate swap agreements to manage interest rate risk exposure. The aggregate notional amount of these contracts was $600 million and they were set to mature in April 2025. These interest rate swap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate of 3.293%, plus a spread, thus reducing the impact of interest-rate changes on future interest expense. The applicable spread may vary between 1.125% to 1.750%, depending on the total leverage ratio of the Company.

In March 2024, the Company settled one of the interest rate swaps associated with the Company’s floating-rate debt and received $5.5 million in connection with that settlement. The termination of the interest rate swap was related to the repayment of the Term A-3 Facility in April 2024. Refer to Note 10, “Debt” for further information. As this interest rate swap was designated as a cash flow hedge, $5.5 million was deferred in accumulated other comprehensive loss (“AOCL”) and was recognized in earnings over the period the originally forecasted hedged transaction impacted earnings. The remaining $300 million swap was hedged against the remaining floating-rate debt through its maturity on April 3, 2025. Therefore, the Company does not have any interest rate swaps outstanding as of October 3, 2025.

The cash inflows and outflows associated with the Company’s interest rate swap agreement designated as cash flow hedges were classified in cash flows from operating activities in the accompanying Consolidated and Condensed Statements of Cash Flows.

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The effects of designated cash flow hedges on the Company’s Consolidated and Condensed Statements of Operations consisted of the following:

		Three Months Ended				Nine Months Ended
Derivative Type	Gain Recognized in the Consolidated and Condensed Statements of Operations	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
		(In thousands)
Interest rate swap agreement(s)	Interest expense and other, net	$	—	$	(1,910)	$	(1,414)	$	(7,680)

Net Investment Hedges

On July 22, 2022, the Company entered into two cross-currency swap agreements, set to mature in April 2025, to partially hedge its net investment in its Euro-denominated subsidiaries against adverse movements in exchange rates between the U.S. Dollar and the Euro. The cross-currency swap agreements included provisions to exchange fixed-rate payments in U.S. Dollar for fixed-rate payments in Euro and were designated and qualified as a net investment hedge. These contracts had a Euro aggregate notional amount of approximately €270 million and a U.S. Dollar aggregate notional amount of $275 million.

Prior to the maturity of these two cross-currency swaps, on June 25, 2024, the Company de-designated these swaps and entered into four new cross-currency swaps for the same above notional amounts that mature in October 2026.

On August 22, 2024, the Company entered into two additional cross-currency swap agreements, set to mature in October 2026. These contracts have a Euro aggregate notional amount of approximately €90 million and a U.S. dollar aggregate notional amount of $100 million. These swaps are designated and accounted for as a net investment hedge.14

The changes in the spot rate of these instruments are recorded in AOCI in equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCI. The Company uses the spot method of assessing hedge effectiveness and as such, the initial value of the hedge components excluded from the assessment of effectiveness is recognized in the Interest expense and other, net line item in the Consolidated and Condensed Statements of Operations under a systematic and rational method over the life of the cross-currency swap agreements. Any ineffective portions of net investment hedges are reclassified from AOCI into earnings during the period of change. Due to the de-designation transaction above on June 25, 2024, the Company will keep the balance in AOCI related to the original derivative for the duration that the investment is held. The Company did not have any ineffectiveness related to net investment hedges during the nine months ended October 3, 2025.

The cash inflows and outflows associated with the excluded components of the Company’s cross-currency swap agreements designated as net investment hedges are classified in operating activities in the accompanying Consolidated and Condensed Statements of Cash Flows.

The effects of the excluded components of designated net investment hedges on the Company’s Consolidated and Condensed Statements of Operations consisted of the following:

		Three Months Ended				Nine Months Ended
Derivative Type	Gain Recognized in the Consolidated and Condensed Statements of Operations	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
		(In thousands)
Cross-currency swap agreements	Interest expense and other, net	$	(903)	$	(1,061)	$	(1,687)	$	(3,415)

The table below shows the fair value of the derivatives recognized in the Consolidated and Condensed Balance Sheets:

	October 3, 2025				December 31, 2024
Designated as Hedging Instruments	Other Liabilities		Other Assets		Other Liabilities		Other Assets
	(In thousands)
Cross-currency swap agreements	$	49,741	$	—	$	1,830	$	—
Interest rate swap agreement	—		—		—		842
	$	49,741	$	—	$	1,830	$	842

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

The changes in the spot rate of these instruments are recorded in Accumulated Other Comprehensive Loss (“AOCL”) in equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCL. The Company uses the spot method of assessing hedge effectiveness and as such, the initial value of the hedge components excluded from the assessment of effectiveness is recognized in the Interest expense and other, net line item in the Consolidated and Condensed Statements of Operations under a systematic and rational method over the life of the cross-currency swap agreements. Any ineffective portions of net investment hedges are reclassified from AOCL into earnings during the period of change. Due to the de-designation transaction above on June 25, 2024, the Company will keep the balance in AOCL related to the original derivative for the duration that the investment is held. The Company did not have any ineffectiveness related to net investment hedges during the three months ended April 3, 2026.

The table below shows the fair value of the derivatives recognized in the Consolidated and Condensed Balance Sheets:


	April 3, 2026				December 31, 2025
Designated as Hedging Instruments	Other Liabilities		Other Assets		Other Liabilities		Other Assets
	(In thousands)
Cross-currency swap agreements	$	40,092	$	—	$	48,778	$	—

Derivatives Not Designated as Hedging Instruments

The Company has certain foreign currency contracts that are not designated as hedges. As of ~~October~~April 3, ~~2025~~2026 and December 31, ~~2024~~2025, the Company had foreign currency contracts related to purchases and sales with notional values of $~~130~~142.23 million and $~~178~~105.72 million, respectively.

The table below shows the fair value of derivative instruments not designated in a hedging relationship recognized in the Consolidated and Condensed Balance Sheets:

October 3, 2025

December 31, 2024

April 3, 2026

December 31, 2025

Not Designated as Hedging Instruments

Accrued Liabilities

Other Current Assets

Accrued Liabilities

Other Current Assets

(In thousands)

Foreign currency contracts

~~387~~1,159

~~2,209~~163

~~379~~183

~~255~~780

The amounts in the table above as of ~~October~~April 3, ~~2025~~2026 reflect the fair value of the Company’s foreign currency contracts on a net basis where allowable under master netting agreements. Had these amounts been recognized on a gross basis, the impact would have been a $0.4 million increase in Other current assets with a corresponding increase in Accrued liabilities.

The ~~Company~~gains ~~recognized~~or ~~the~~losses ~~following~~on inforeign ~~its~~currency ~~Consolidated~~contracts are usually offset by foreign exchange exposure on cash and ~~Condensed~~intercompany ~~Financial~~positions, ~~Statements~~all ~~related~~of towhich ~~its~~are ~~derivative~~recognized ~~instruments~~in ~~not~~Interest ~~designated~~expense and other, net, in athe ~~hedging~~Consolidated ~~relationship:~~and Condensed Statements of Operations.

	Three Months Ended				Nine Months Ended
Foreign Currency Contracts	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
	(In thousands)
Change in unrealized gains (losses)	$	660	$	(1,220)	$	1,945	$	(591)
Realized gains	$	670	$	919	$	2,260	$	903

11. Financial Instruments and Fair Value Measurements

The above gains or losses on foreign currency contracts are usually offset by foreign exchange exposure on cash and intercompany positions, all of which are recognized in Interest expense and other, net, in the Consolidated and Condensed Statements of Operations.

12. Financial Instruments and Fair Value Measurements

The carrying values of financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.

~~A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows:~~15

	October 3, 2025								December 31, 2024
	LevelOne		LevelTwo		LevelThree		Total		LevelOne		LevelTwo		LevelThree		Total
	(In thousands)
Assets:
Cash equivalents	$	14,997	$	—	$	—	$	14,997	$	8,990	$	—	$	—	$	8,990
Foreign currency contracts	—		2,614		—		2,614		—		657		—		657
Interest rate swap agreement	—		—		—		—		—		842		—		842
Deferred compensation plans	—		6,895		—		6,895		—		5,242		—		5,242
	$	14,997	$	9,509	$	—	$	24,506	$	8,990	$	6,741	$	—	$	15,731
Liabilities:
Foreign currency contracts	$	—	$	792	$	—	$	792	$	—	$	781	$	—	$	781
Cross-currency swap agreements	—		49,741		—		49,741		—		1,830		—		1,830
Deferred compensation plans	—		6,895		—		6,895		—		5,242		—		5,242
	$	—	$	57,428	$	—	$	57,428	$	—	$	7,853	$	—	$	7,853

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

~~The~~A ~~Company~~summary ~~measures~~of the ~~fair value of foreign currency contracts, cross-currency swap agreements and interest rate swap agreement(~~Company’s) ~~using~~assets ~~Level Two inputs based on observable spot~~ and ~~forward~~liabilities ~~rates~~that inare ~~active~~measured ~~markets.~~at ~~Additionally, the~~ fair value offor ~~derivatives~~each ~~designated~~fair invalue ~~hedging~~hierarchy ~~relationships~~level ~~includes a credit valuation adjustment to appropriately incorporate nonperformance risk~~ for the ~~Company~~periods ~~and~~presented ~~the respective counterparty. For the nine months ended October 3, 2025, the impact of the credit valuation adjustment on the Company’s derivatives~~ is ~~immaterial.~~as ~~Refer to Note 11, “Derivatives” for additional information. There were no transfers in or out of Level One, Two or Three during the nine months ended October 3, 2025.~~follows:


	April 3, 2026								December 31, 2025
	Level One		Level Two		Level Three		Total		Level One		Level Two		Level Three		Total
	(In thousands)
Assets:
Cash equivalents	$	765,917	$	—	$	—	$	765,917	$	11,965	$	—	$	—	$	11,965
Foreign currency contracts	—		519		—		519		—		857		—		857

Deferred compensation plans	—		7,099		—		7,099		—		7,214		—		7,214
	$	765,917	$	7,618	$	—	$	773,535	$	11,965	$	8,071	$	—	$	20,036

Liabilities:
Foreign currency contracts	$	—	$	1,515	$	—	$	1,515	$	—	$	260	$	—	$	260
Cross-currency swap agreements	—		40,092		—		40,092		—		48,778		—		48,778
Deferred compensation plans	—		7,099		—		7,099		—		7,214		—		7,214
	$	—	$	48,706	$	—	$	48,706	$	—	$	56,252	$	—	$	56,252

The Company measures the fair value of foreign currency contracts and cross-currency swap agreements using Level Two inputs based on observable spot and forward rates in active markets. Additionally, the fair value of derivatives designated in hedging relationships includes a credit valuation adjustment to appropriately incorporate nonperformance risk for the Company and the respective counterparty. For the three months ended April 3, 2026, the impact of the credit valuation adjustment on the Company’s derivatives is immaterial. Refer to Note 10, “Derivatives” for additional information. There were no transfers in or out of Level One, Two or Three during the three months ended April 3, 2026.

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

1312. Equity

Share Repurchase Program

On August 13, 2024, the Board of Directors authorized and approved a stock repurchase program to repurchase up to five million shares of the Company’s Common stock, par value $0.001 per share, from time-to-time on the open market, in privately negotiated transactions or as may otherwise be determined by the Company’s management in its discretion. No repurchases of the Company’s Common stock have been made through the ~~nine~~share repurchase program through the three months ended ~~October~~April 3, ~~2025~~2026 since inception. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions, applicable legal requirements and other factors. There is no term associated with the repurchase authorization.

Accumulated Other Comprehensive Loss

The following tables present the changes in the balances of each component of AOCL including reclassifications out of AOCL for the ~~nine~~three months ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025. All amounts are net of tax and noncontrolling interest, if any.


	Accumulated Other Comprehensive Loss Components
	Net Unrecognized Pension and Other Post-Retirement Benefit Cost		Foreign Currency Translation Adjustment		Net Investment Hedges		Total
	(In thousands)
Balance at December 31, 2025	$	(51,677)	$	(450,325)	$	(37,714)	$	(539,716)
Other comprehensive income (loss) before reclassifications:

Foreign currency translation adjustment	110		(29,642)		6,729		(22,803)
Gain on long-term intra-entity foreign currency transactions	—		5,137		—		5,137

Other comprehensive income (loss) before reclassifications	110		(24,505)		6,729		(17,666)
Amounts reclassified from Accumulated other comprehensive loss(1)	369		—		—		369
Net current period Other comprehensive income (loss)	479		(24,505)		6,729		(17,297)
Balance at April 3, 2026	$	(51,198)	$	(474,830)	$	(30,985)	$	(557,013)

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	Accumulated Other Comprehensive Loss Components
	Net Unrecognized Pension and Other Post-Retirement Benefit Cost		Foreign Currency Translation Adjustment		Net Investment Hedges		Cash Flow Hedges		Total
	(In thousands)
Balance at December 31, 2024	$	(50,352)	$	(679,791)	$	(1,247)	$	1,816	$	(729,574)
Other comprehensive (loss) income before reclassifications:
Net actuarial loss	48		—		—		—		48
Foreign currency translation adjustment	(421)		94,613		(15,371)		—		78,821
Gain on long-term intra-entity foreign currency transactions	—		391		—		—		391
Unrealized gain on cash flow hedges	—		—		—		16		16
Other comprehensive (loss) income before reclassifications	(373)		95,004		(15,371)		16		79,276
Amounts reclassified from Accumulated other comprehensive loss(1)(2)	273		—		—		(1,832)		(1,559)
Net current period Other comprehensive (loss) income	(100)		95,004		(15,371)		(1,816)		77,717
Balance at April 4, 2025	(50,452)		(584,787)		(16,618)		—		(651,857)
Other comprehensive (loss) income before reclassifications:
Foreign currency translation adjustment	(431)		117,446		(25,027)		—		91,988
Gain on long-term intra-entity foreign currency transactions	—		9,968		—		—		9,968
Other comprehensive (loss) income before reclassifications	(431)		127,414		(25,027)		—		101,956
Amounts reclassified from Accumulated other comprehensive loss(1)	202		—		—		—		202
Net current period Other comprehensive (loss) income	(229)		127,414		(25,027)		—		102,158
Balance at July 4, 2025	(50,681)		(457,373)		(41,645)		—		(549,699)
Other comprehensive (loss) income before reclassifications:
Foreign currency translation adjustment	(56)		(7,176)		3,244		—		(3,988)
Loss on long-term intra-entity foreign currency transactions	—		(773)		—		—		(773)
Other comprehensive (loss) income before reclassifications	(56)		(7,949)		3,244		—		(4,761)
Amounts reclassified from Accumulated other comprehensive loss(1)	250		—		—		—		250
Net current period Other comprehensive (loss) income	194		(7,949)		3,244		—		(4,511)
Balance at October 3, 2025	$	(50,487)	$	(465,322)	$	(38,401)	$	—	$	(554,210)

(1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost.

~~(2) The amount within the Cash Flow Hedges column is a component of Interest expense and other, net. See Note 11, “Derivatives” for additional details.~~17

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

	Accumulated Other Comprehensive Loss Components
	Net Unrecognized Pension and Other Post-Retirement Benefit Cost		Foreign Currency Translation Adjustment		Net Investment Hedges		Cash Flow Hedges		Total
	(In thousands)
Balance at December 31, 2023	$	(59,805)	$	(554,622)	$	(17,215)	$	7,370	$	(624,272)
Balance at December 31, 2024	$	(50,352)	$	(679,791)	$	(1,247)	$	1,816	$	(729,574)
Other comprehensive income (loss) before reclassifications:
Other comprehensive (loss) income before reclassifications:
Foreign currency translation adjustment	243		(38,265)		4,995		—		(33,027)
Net actuarial loss	48		—		—		—		48
Gain on long-term intra-entity foreign currency transactions	—		7,996		—		—		7,996
Foreign currency translation adjustment	(421)		94,613		(15,371)		—		78,821
Unrealized gain on cash flow hedges	—		—		—		3,920		3,920
Gain on long-term intra-entity foreign currency transactions	—		391		—		—		391
Other comprehensive income (loss) before reclassifications	243		(30,269)		4,995		3,920		(21,111)
Unrealized gain on cash flow hedges	—		—		—		16		16
Amounts reclassified from Accumulated other comprehensive loss(1)(2)	629		—		—		(2,907)		(2,278)
Other comprehensive (loss) income before reclassifications	(373)		95,004		(15,371)		16		79,276
Net current period Other comprehensive income (loss)	872		(30,269)		4,995		1,013		(23,389)
Amounts reclassified from Accumulated other comprehensive loss(1)(2)	273		—		—		(1,832)		(1,559)
Balance at March 29, 2024	(58,933)		(584,891)		(12,220)		8,383		(647,661)
Net current period Other comprehensive (loss) income	(100)		95,004		(15,371)		(1,816)		77,717
Other comprehensive income (loss) before reclassifications:
Balance at April 4, 2025	$	(50,452)	$	(584,787)	$	(16,618)	$	—	$	(651,857)
Foreign currency translation adjustment	6		(23,042)		686		—		(22,350)
Gain on long-term intra-entity foreign currency transactions	—		8,162		—		—		8,162
Unrealized gain on cash flow hedges	—		—		—		811		811
Other comprehensive income (loss) before reclassifications	6		(14,880)		686		811		(13,377)
Amounts reclassified from Accumulated other comprehensive loss(1)(2)	327		—		—		(2,662)		(2,335)
Net current period Other comprehensive income (loss)	333		(14,880)		686		(1,851)		(15,712)
Balance at June 28, 2024	(58,600)		(599,771)		(11,534)		6,532		(663,373)
Other comprehensive income (loss) before reclassifications:
Foreign currency translation adjustment	(291)		63,336		(8,945)		—		54,100
Gain on long-term intra-entity foreign currency transactions	—		8,866		—		—		8,866
Unrealized loss on cash flow hedges	—		—		—		(1,230)		(1,230)
Other comprehensive income (loss) before reclassifications	(291)		72,202		(8,945)		(1,230)		61,736
Amounts reclassified from Accumulated other comprehensive loss(1)(2)	343		—		—		(1,900)		(1,557)
Purchase related to noncontrolling interest	—		(1,706)		—		—		(1,706)
Net current period Other comprehensive income (loss)	52		70,496		(8,945)		(3,130)		58,473
Balance at September 27, 2024	$	(58,548)	$	(529,275)	$	(20,479)	$	3,402	$	(604,900)

(1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost.

(2) The amount within the Cash Flow Hedges column is a component of Interest expense and other, net. See Note 1110, “Derivatives” for additional details.

2118

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

1413. Commitments and Contingencies

Asbestos Contingencies

Certain ~~entities~~subsidiaries of the Company are the legal obligor, or owner, for certain asbestos obligations including long-term asbestos insurance assets, long-term asbestos insurance receivables, accrued asbestos liabilities, long-term asbestos liabilities, asbestos indemnity expenses, asbestos-related defense costs and asbestos insurance recoveries related to the asbestos obligations of the Company’s legacy industrial businesses. As a result, the Company holds certain asbestos-related contingencies and insurance coverages.

These subsidiaries are each one of many defendants in a large number of lawsuits that claim personal injury as a result of exposure to asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers, and were not manufactured by any of the Company’s subsidiaries, nor were the subsidiaries producers or direct suppliers of asbestos. The manufactured products that are alleged to have contained or used asbestos generally were provided to meet the specifications of the subsidiaries’ customers, including the ~~U.S.~~United States Navy. The subsidiaries settle asbestos claims for amounts the Company considers reasonable given the facts and circumstances of each claim. ~~The~~For ~~annual~~additional ~~average~~information ~~settlement~~on ~~payment~~these ~~per~~ asbestos ~~claimant~~claims, ~~has~~refer ~~fluctuated during the past several years while the number of cases has remained substantially even versus prior year. The Company expects such settlement value fluctuations~~ to ~~continue~~Note ~~in the future based upon~~19, ~~among~~“Commitments ~~other things, the number~~ and ~~type~~Contingencies” ofthereto ~~claims settled~~ in ~~a particular period and~~ the ~~jurisdictions~~Company’s in2025 ~~which~~Form ~~such claims arise~~10-K. ~~To date, the majority of settled claims have been dismissed for no payment to plaintiffs.~~

The ~~Company~~annual ~~has~~number ~~classified~~of cases and average settlement payment per asbestos~~-related~~ ~~activity~~claimant has fluctuated during the past several years. The Company expects such settlement value fluctuations to continue in ~~Loss~~the ~~from~~future ~~discontinued~~based ~~operations~~upon, ~~net~~among other things, the number and type of ~~taxes~~claims settled in ~~the~~a ~~Consolidated~~particular period and ~~Condensed~~the ~~Statements~~jurisdictions ofin ~~Operations~~which such claims arise. ~~Refer~~To todate, the ~~2024~~majority ~~Form~~of ~~10-K~~settled ~~for~~claims ~~further~~have ~~detail~~been ondismissed ~~this~~for ~~classification~~no payment to plaintiffs.

The Company has classified asbestos-related activity in Loss from discontinued operations, net of taxes in the Consolidated and Condensed Statements of Operations.

The Company has projected each subsidiary’s future asbestos-related liability costs with regard to pending and future unasserted claims based upon the Nicholson methodology. The Nicholson methodology is a standard approach used by experts and has been accepted by numerous courts. It is ESAB’s policy to record a liability for asbestos-related liability costs for the longest period of time that ESAB management can reasonably estimate.

The Company believes that it can reasonably estimate the asbestos-related liability for pending and future claims that will be resolved in the next 15 years and has recorded that liability at its best estimate. While it is reasonably possible that the subsidiaries will incur costs after this period, the Company does not believe the reasonably possible loss or a range of reasonably possible losses is estimable at the current time. Accordingly, no accrual has been recorded for any costs that may be paid after the next 15 years. Defense costs associated with asbestos-related liabilities as well as costs incurred related to efforts to recover insurance from the subsidiaries’ insurers are expensed as incurred.

Each subsidiary has separate insurance coverage that was acquired prior to Company ownership. The Company estimates the insurance assets for each subsidiary based upon the applicable policy language, expected recoveries and allocation methodologies, and law pertaining to the affected subsidiary’s insurance policies.

~~Asbestos-related claims activity since December 31 is as follows:~~19

	Nine Months Ended
	October 3, 2025	September 27, 2024
	(Number of claims)
Claims unresolved, beginning of period	13,758	13,648
Claims filed(1)	3,814	3,782
Claims resolved(2)	(3,415)	(3,978)
Claims unresolved, end of period	14,157	13,452

(1) Claims filed include all asbestos claims for which notification has been received or a file has been opened.

(2) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants.

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Asbestos-related claims activity since December 31 is as follows:


	Three Months Ended
	April 3, 2026	April 4, 2025
	(Number of claims)
Claims unresolved, beginning of period	14,836	13,758
Claims filed(1)	1,498	887
Claims resolved(2)	(622)	(542)
Claims unresolved, end of period	15,712	14,103

(1) Claims filed include all asbestos claims for which notification has been received or a file has been opened.

The Company’s Consolidated and Condensed Balance Sheets included the following amounts related to asbestos-related litigation:

	October 3, 2025		December 31, 2024
	April 3, 2026		December 31, 2025
	(In thousands)
Long-term asbestos insurance asset(1)	$	~~257~~231,~~020~~700	$	~~234~~235,~~951~~361
Long-term asbestos insurance receivable(1)	1716,~~626~~337		16,~~961~~811
Accrued asbestos liability(2)	4344,~~335~~101		4042,~~779~~242
Long-term asbestos liability(3)	$263,012	~~279,473~~	$269,829	~~253,287~~

(1) Included in Other assets in the Consolidated and Condensed Balance Sheets.

(2) Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Consolidated and Condensed Balance Sheets.

(3) Included in Other liabilities in the Consolidated and Condensed Balance Sheets.

Management’s analyses are based on currently known facts and assumptions. Projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded that could materially affect the Company’s financial condition, results of operations or cash flow. From time to time, other asbestos allegations related to the Company’s legacy industrial businesses are brought against the Company. Management currently believes no loss is probable or estimable for these other matters.

General Litigation

The Company is involved in various pending legal proceedings arising out of the ordinary course of the Company’s business. None of these legal proceedings are expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings, and the litigation and claims described in the preceding paragraphs, management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company.

~~15. Segment Information~~20

ESAB is a focused premier industrial compounder. ESAB provides its partners with fabrication technology advanced equipment, consumables, gas control equipment, welding robotics and digital solutions. The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific.

The Company’s management considers its Chief Operating Decision Maker (“CODM”) as Shyam Kambeyanda, President, Chief Executive Officer and Director. The Company’s management and CODM evaluate the operating results of each reportable segment, including assessment of profit or loss, performance and allocation of resources, based upon Net sales and Adjusted EBITDA, which represents Net income from continuing operations excluding the impact of Income tax expense, Interest expense and other, net, Pension settlement loss, Restructuring and other related charges, acquisition - amortization and other related charges and depreciation and other amortization. Segment results reflect the allocation of overhead costs, which primarily consist of Selling, general and administrative expense.

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

14. Segment Information

The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, the Middle East, India, Africa and Asia Pacific.

The Company’s management considers its Chief Operating Decision Maker (“CODM”) to be Shyam Kambeyanda, President, Chief Executive Officer and Director. The Company’s management and CODM evaluate the operating results of each reportable segment, including assessment of profit or loss, performance and allocation of resources, based upon Net sales and Adjusted EBITDA, which represents Net income from continuing operations excluding the impact of Income tax expense, Interest expense and other, net, Restructuring and other related charges, acquisition - amortization and other related charges and depreciation and other amortization. Segment results reflect the allocation of overhead costs, which primarily consist of Selling, general and administrative expense.

The Company’s segment results were as follows:

~~Three Months Ended~~

Three Months Ended

~~Nine Months Ended~~

October 3, 2025

September 27, 2024

October 3, 2025

September 27, 2024

April 3, 2026

April 4, 2025

~~(In thousands)~~

(In thousands)

Net sales:

Americas

~~292,729~~

~~288,816~~

~~856~~288,~~123~~365

~~894~~280,~~628~~665

EMEA & APAC

~~435,116~~

~~384,434~~

1457,~~265,446~~232

1397,~~175,419~~473

~~727,845~~

~~673,250~~

2745,~~121,569~~597

2678,~~070,047~~138

Cost of sales:

Americas

~~180,572~~

~~174,396~~

~~522~~176,~~738~~870

~~546~~170,~~287~~608

EMEA & APAC

~~277,973~~

~~245,064~~

~~808~~293,~~282~~615

~~744~~252,~~628~~328

~~458,545~~

~~419,460~~

1470,~~331,020~~485

1422,~~290,915~~936

Allocated operating expense:

Americas

~~13,878~~

~~16,901~~

4113,~~395~~470

5017,~~620~~440

EMEA & APAC

~~23,256~~

~~25,835~~

7421,~~415~~352

7626,~~514~~794

~~37,134~~

~~42,736~~

~~115~~34,~~810~~822

~~127~~44,~~134~~234

Other operating expense:

Americas

~~41,024~~

~~38,150~~

~~123~~42,~~452~~020

~~119~~38,~~570~~097

EMEA & APAC

~~51,644~~

~~45,469~~

~~134~~61,~~392~~711

~~134~~38,~~883~~971

~~92,668~~

~~83,619~~

~~257~~103,~~844~~731

~~254~~77,~~453~~068

Adjusted EBITDA(1):

Americas

~~57,255~~

~~59,369~~

~~168~~56,~~538~~005

~~178~~54,~~151~~520

EMEA & APAC

~~82,243~~

~~68,066~~

~~248~~80,~~357~~554

~~219~~79,~~394~~380

~~139,498~~

~~127,435~~

~~416~~136,~~895~~559

~~397~~133,~~545~~900

Depreciation, amortization and other impairment charges:

Americas

~~8,998~~

~~7,704~~

258,~~846~~673

238,~~208~~204

EMEA & APAC

~~12,887~~

~~9,394~~

3215,~~885~~195

269,~~820~~287

~~21,885~~

~~17,098~~

5823,~~731~~868

5017,~~028~~491

Capital expenditures:

Americas

~~4,218~~

~~5,516~~

124,~~334~~392

113,~~745~~735

EMEA & APAC

~~6,962~~

~~5,118~~

159,~~320~~311

153,~~326~~559

~~11,180~~

~~10,634~~

2713,~~654~~703

277,~~071~~294

(1) The following is a reconciliation of Net income from continuing operations to Adjusted EBITDA.

	Three Months Ended				Nine Months Ended
	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
	(In thousands)
Net income from continuing operations	$	65,340	$	71,047	$	207,716	$	219,480
Income tax expense	17,694		18,074		56,476		54,463
Interest expense and other, net	23,584		16,894		61,365		49,925
Pension settlement loss	—		—		—		12,155
Restructuring and other related charges(1)	4,347		1,875		10,236		8,572
Acquisition - amortization and other related charges(2)	16,489		10,064		47,682		25,571
Depreciation and other amortization	12,044		9,481		33,420		27,379
Adjusted EBITDA	$	139,498	$	127,435	$	416,895	$	397,545

ESAB CORPORATION

NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)


	Three Months Ended
		April 3, 2026		April 4, 2025
		(In thousands)
Net income from continuing operations		$	51,791	$	72,564
Income tax expense		13,111		20,499
Interest expense and other, net		25,577		16,782

Restructuring and other related charges(1)		10,161		4,499
Acquisition - amortization and other related charges(2)		22,794		9,601
Depreciation and other amortization		13,125		9,955

Adjusted EBITDA		$	136,559	$	133,900

(1) Includes severance and other termination benefits, including outplacement services, as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and product lines.

(2) Includes transaction, diligence and integration expenses totaling $610.13 million ~~and $20.4 million~~ for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025,~~2026 ~~respectively,~~ and $21.54 million ~~and $3.1 million~~ for the three ~~and nine~~ months ended ~~September~~April 274, ~~2024, respectively~~2025. Additionally, it includes amortization of intangibles and fair value ~~charges~~step up on acquired inventories totaling $1012.35 million ~~and~~for ~~$27.3 million~~the three ~~and nine~~ months ended ~~October~~April 3, ~~2025,~~2026 ~~respectively,~~ and $78.62 million ~~and $22.4 million~~ for the three ~~and nine~~ months ended ~~September~~April 274, ~~2024, respectively~~2025.

	October 3, 2025		December 31, 2024
	(In thousands)
Investments in equity method investees:
Americas	$	—	$	—
EMEA & APAC	31,372		28,885
	$	31,372	$	28,885
Total assets:
Americas	$	1,833,862	$	1,796,167
EMEA & APAC	3,035,541		2,237,808
	$	4,869,403	$	4,033,975
Property, plant and equipment, net(1):
United States	$	72,276	$	73,036
Czech Republic	71,784		55,554
India	31,714		31,506
Mexico	23,081		20,495
Poland	19,731		17,227
Other foreign countries	139,341		100,529
	$	357,927	$	298,347

The Company’s investments in equity method investees and total assets by segment were as follows:


	April 3, 2026		December 31, 2025
	(In thousands)
Investments in equity method investees:
Americas	$	—	$	—
EMEA & APAC	29,251		29,558
	$	29,251	$	29,558
Total assets:
Americas	$	2,131,068	$	1,717,390
EMEA & APAC	3,493,601		3,048,704
	$	5,624,669	$	4,766,094

The Company’s property, plant and equipment, net by geography were as follows:


	April 3, 2026		December 31, 2025
	(In thousands)
Property, plant and equipment, net(1):
United States	$	72,375	$	72,617
Czech Republic	72,207		75,028
Germany	46,759		48,245
India	31,497		31,437
Mexico	24,795		23,464
Other foreign countries	129,719		131,085
	$	377,352	$	381,876

(1) As the Company does not allocate all long-lived assets, specifically intangible assets, to each individual country, evaluation of long-lived assets in total is impracticable.

1615. Subsequent ~~Events~~Event

The dividend of $6.1 million included in Accrued liabilities in the Consolidated and Condensed Balance Sheets at ~~October~~April 3, ~~2025~~2026 was paid on ~~October~~April 17, ~~2025~~2026 to stockholders of record as of ~~October~~April 32, ~~2025~~2026.

On October 16, 2025, the Company entered into an Amended and Restated Credit Agreement, by and among the Company, as the lead borrower, the other loan parties from time to time party thereto, including certain subsidiaries of the Company identified therein, as guarantors, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (the “A&R Credit Agreement”). The A&R Credit Agreement, among other things, provides for (i) a senior term loan A facility in an aggregate principal amount of $350 million, and (ii) a senior revolving credit facility in the amount of $1.05 billion to pay off the outstanding principal and interest on the Company’s existing $400 million Term Loan A-1 Facility and replace the Company’s $750 million Revolving Facility. Both facilities mature on October 16, 2030, subject to a springing maturity date under certain circumstances.22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of ESAB Corporation (“ESAB,” the “Company,” “we,” “our” and “us”) should be read in conjunction with the Consolidated and Condensed Financial Statements and related footnotes included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q for the quarterly period ended ~~October~~April 3, ~~2025~~2026 (this “Form 10-Q”) and the Consolidated Financial Statements and related footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 (the “~~2024~~2025 Form 10-K”). You should review the discussion titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements. Our actual results, outcomes or the timing of results or outcomes could differ materially from those discussed in the forward-looking statements.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Form 10-Q that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-Q is filed with the Securities and Exchange Commission (the “SEC”). Statements that could be deemed to be forward-looking statements, include statements regarding: the pending acquisition of Eddyfi Technologies and its anticipated benefits, the impact of the war in Ukraine and ~~the~~conflicts ~~conflict~~ in the Middle East and the resulting escalating geopolitical tensions on our business; projections of revenue, profit margins, expenses, tax provisions and tax rates, earnings or losses from operations, impact of foreign exchange rates, cash flows, pension and benefit obligations and funding requirements, synergies or other financial items; plans, strategies and objectives of our management for future operations, including statements relating to potential acquisitions, compensation plans or purchase commitments; developments, performance, industry or market rankings relating to products or services; future economic conditions or performance, including the impact of inflationary pressures, tariffs and trade policies, foreign exchange fluctuations and commodity prices; the outcome of outstanding claims or legal proceedings, including asbestos-related liabilities and insurance coverage litigation; potential gains and recoveries of costs; assumptions underlying any of the foregoing; and any other statement that addresses activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements may be, but are not always, characterized by terminology such as “believe,” “anticipate,” “should,” “would,” “could,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “targets,” “aims,” “seeks,” “sees” or similar expressions. These statements are based on assumptions and assessments made by our management as of the filing date of this Form 10-Q in light of their experience and perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties and actual results or outcomes, or the timing of results or outcomes, could differ materially due to numerous factors, including but not limited to the following:

•the war in Ukraine and ~~conflict~~conflicts in the Middle East, escalating geopolitical tensions and the potential for an extended regional war and the related impact on energy supplies and prices;

•changes in the general economy, including disruptions caused by geopolitical conflicts, as well as the cyclical nature of the markets we serve;

•supply chain constraints and backlogs and risks affecting the availability and prices for raw materials, parts and components, including tariffs and trade disputes, labor shortages and inefficiencies, freight and logistical challenges and inflation in raw material, part, component, freight and delivery costs and our ability to increase our prices to account for increased costs;

•volatility in the commodity markets and certain commodity prices, including oil and steel;

•our ability to identify, finance, acquire and successfully integrate attractive acquisition targets;

•our exposure to unanticipated liabilities resulting from acquisitions;

•significant movements in foreign currency exchange rates or inflation rates;

2623

•the impact of natural or man-made disasters, adverse or extreme weather events or conditions, epidemics, pandemics and other global health events;

•our ability and the ability of our customers to access required capital at a reasonable cost;

•our ability to accurately estimate the cost of or realize savings from our restructuring programs;

•the amount of, and our ability to estimate and manage, our asbestos-related liabilities;

•the solvency of our insurers and the likelihood of their payment for asbestos-related costs;

•material disruptions at any of our manufacturing facilities;

•noncompliance with various laws and regulations associated with our international operations, including anti-bribery laws, export control regulations and sanctions and embargoes;

•risks associated with our international operations, including risks from tariffs and other trade protection measures and other changes in trade relations;

•risks associated with the representation of our employees by trade unions and works councils;

•our exposure to product liability claims;

•potential costs and liabilities associated with environmental, health and safety laws and regulations;

•failure to maintain, protect and defend our intellectual property rights;

•our ability to attract and retain our employees, including the loss of key members of our leadership team;

•restrictions in our financing arrangements that may limit our flexibility in operating our business;

•impairment in the value of intangible assets;

•the funding requirements or obligations of our defined benefit pension plans and other postretirement benefit plans;

•new regulations and customer preferences reflecting an increased focus on environmental, social and governance issues, including regulations related to climate change and the use of conflict minerals;

•service interruptions, data corruption, cyber-based attacks or network security breaches affecting our electronic information systems;

•risks arising from changes in technology, including failure to successfully integrate new technologies such as artificial intelligence;

•the competitive environment in our industries;

•changes in our tax rates, realizability of deferred tax assets or exposure to additional income tax liabilities;

•our ability to manage and grow our business and execution of our business and growth strategies;

•the level of capital investment and expenditures by our customers in our strategic markets;

•our financial performance;

•difficulties and delays in integrating or fully realizing projected cost savings and benefits of our acquisitions; and

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•other risks and factors set forth under “Risk Factors” in Part III. Item 1A. inof ~~our~~this ~~2024~~ Form 10-KQ and “Risk Factors” in Part III. Item 1A. in our ~~Form 10-Q for the quarterly period ended April 4,~~ 2025 ~~(the “2025 Q1~~ Form 10-~~Q”)~~K.

See Part I. Item 1.A. “Risk Factors” in our ~~2024~~2025 Form 10-K ~~and in Part II. Item 1A in our 2025 Q1 Form 10-Q~~ for a further discussion regarding reasons that actual results and outcomes, and the timing of results and outcomes, may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of this Form 10-Q. We do not assume any obligation to update or revise any forward-looking statement, whether because of new information, future events and developments or otherwise.

Overview

Please see Part I. Item 1. “Business” in our ~~2024~~2025 Form 10-K, for a discussion of ESAB’s objectives and methodologies for delivering stockholder value.

We are a focused premier industrial compounder. Our rich history of innovative products, workflow solutions and our business system, ESAB Business Excellence (“~~EBX~~EBXai”), enables our purpose of Shaping the world we imagineTM. We conduct our operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, the Middle East, India, Africa and Asia Pacific. We serve a global customer base across multiple markets through a combination of direct sales and third-party distribution channels. Our customer base is highly diversified in the industrial end markets.

Outlook

We believe that we are well positioned to grow our businesses organically over the long term by enhancing our product offerings and expanding our customer base. We believe our business mix is well balanced between sales in high growth and developed markets, and equipment and consumables. We believe that our geographic and end market diversity helps mitigate the effects from cyclical industrial market exposures. Given this balance, management does not use indices other than general economic trends and business initiatives to predict the overall outlook for the Company. Instead, our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and outlook for the future.

We expect strategic acquisitions to contribute to our growth. We believe that our extensive experience of acquiring and effectively integrating acquisition targets should enable us to capitalize on future opportunities. We believe our recent acquisitions are aligned with this strategic direction. On January 31, 2026, the Company entered into an agreement to acquire Eddyfi Technologies (“Eddyfi”), a global leader in advanced inspection and monitoring technologies headquartered in Quebec, Canada, for a purchase price of approximately $1.45 billion. For the year ended December 31, 2025, Eddyfi’s Revenues totaled approximately $240 million. Refer to Note 3, “Acquisitions” in the accompanying Notes contained elsewhere in this Form 10-Q for additional information.

Because our products and services are available worldwide, we rely on a global supply chain to source raw materials, parts and components. The majority of our sales are derived from international operations and, as such, we are subject to specific risks associated with changes in the United States policy regarding international trade and other retaliatory trade measures that the United States and foreign governments may take, including the imposition of tariffs, sanctions, export or import controls and other measures that restrict international trade. The United States has announced significant new tariffs on imports from a wide range of countries, including China, which was followed by retaliatory tariffs by China and a number of countries and a cycle of further retaliatory announcements and trade actions. While certain of the tariffs have been and may be delayed, others have taken or may take effect. Further, tariffs announced or imposed by the United States could be altered or delayed through presidential action, bilateral negotiations, judicial orders or congressional actions, and tariffs announced by other countries can be affected by similar developments. These and future changes in tariffs and trade policies have resulted and could result in additional costs and pricing pressures, supply chain disruptions, volatile or unpredictable customer spending patterns and increased economic or geopolitical risks, any or all of which could adversely affect our business, financial condition and results of operations, perhaps materially or in ways that we cannot predict.

WeESAB ~~are~~operates ~~actively~~a ~~monitoring~~diversified ~~and~~global ~~evaluating these developments and the potential impacts of trade policy and tariffs on our business,~~ supply chain and ~~results~~sources ofparts ~~operations. We maintain operations worldwide, including in the jurisdictions impacted by the recently announced~~ and ~~contemplated~~materials ~~tariffs~~globally. IfIn ~~tariffs~~February ~~continue to be maintained at current levels~~2026, ~~and/or~~ the United States ~~government~~Supreme orCourt ~~foreign~~(the ~~governments~~“Court”) ~~impose~~ruled ~~further~~that ~~retaliatory~~the ~~tariffs~~International orEmergency ~~other~~Economic ~~trade~~Powers ~~restrictive~~Act ~~measures in response~~(“IEEPA”), ~~then~~which ~~in addition to~~ the ~~efforts~~United ~~reflected~~States inadministration (the ~~discussion~~“administration”) ~~that~~relied ~~follows,~~on weto ~~expect~~impose ~~that~~certain ~~such actions could negatively impact our revenue growth and margins in future periods through increased supply chain costs~~tariffs, ~~decreased~~does ~~demand~~not ~~and~~authorize ~~other~~the ~~adverse~~administration ~~economic~~to impose

2825

~~impacts~~tariffs. ~~The~~On ~~net~~March ~~effect~~4, 2026, the United States Court of ~~these~~International ~~actions~~Trade onordered ~~our~~the ~~company~~United ~~will~~States ~~depend~~Customs onand ~~our~~Border ~~ability~~Protection (“CBP”) to ~~successfully~~process ~~mitigate~~refunds ~~and~~of ~~offset~~the ~~their~~IEEPA ~~impact~~tariffs, ~~which~~although ~~efforts~~the ~~may~~Court ~~not~~immediately besuspended ~~effective~~the order while the CBP determines a refund process. IfThe weIEEPA ~~are~~tariffs ~~unable~~remain subject to ~~mitigate~~ongoing ~~these~~litigation ~~risks~~between ~~through~~the ~~supply~~administration ~~chain~~and ~~adjustments,~~other ~~pricing~~parties. ~~strategies~~In orresponse ~~other~~to ~~measures~~the Court ruling mentioned above, ~~our~~the ~~business~~administration ~~could~~announced beplans ~~negatively~~to ~~affected~~implement new tariffs under alternative statutory authority. The full impact of the Court’s ruling and ~~produce~~the ~~additional~~administration’s ~~impacts~~response remains uncertain. ~~Please~~In ~~refer~~addition, tothe ~~Part~~process Ifor addressing requests for refunds of the IEEPA tariffs has recently begun, and the actual timing and extent of any such refunds remain uncertain at this time. ~~Item~~Accordingly, 1we have not recorded any anticipated recovery of IEEPA tariffs paid as of April 3, 2026.A. ~~“Risk~~We ~~Factors”~~continue into actively monitor and evaluate these developments and the potential impacts of trade policy and tariffs on our ~~2024~~business, ~~Form~~supply ~~10-K~~chain and results of operations. We maintain operations worldwide, including in the jurisdictions impacted by the announced and contemplated tariffs. Refer to Part III. Item 1A1.A. “Risk Factors” in our 2025 Q1 Form 10-QK for additional information. The full impact of the matters noted above on the Company, our customers and suppliers, the overall economy and capital markets remains uncertain.

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025.

Results of Operations

The following discussion of our Results of Operations addresses the comparison of the periods presented. Our management evaluates the operating results of each of its reportable segments based upon Net sales, Adjusted EBITDA and Core adjusted EBITDA as defined in the “Non-GAAP Measures” section.

Items Affecting Comparability of Reported Results

The comparability of our operating results for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025 is affected by the following significant factors:

Russia and Ukraine Conflict

The invasion of Ukraine by Russia and the sanctions and other actions taken by governments in response to this crisis have increased the level of economic and political uncertainty. Refer to Note 1, “Organization and Basis of Presentation” in the accompanying Notes contained elsewhere in this Form 10-Q as well as Part I. Item 1.A. “Risk Factors” section of the ~~2024~~2025 Form 10-K, ~~as updated by our 2025 Q1 Form 10-Q,~~ for additional information.

The Middle East Conflict

The conflict in the Middle East and the related impacts, such as logistics challenges from the closing of the Strait of Hormuz, have increased the level of economic and political uncertainty. As reflected in the discussions that follow, these logistics challenges have had a variety of impacts on our results of operations during the three months ended April 3, 2026, including decreased sales levels and increased inventory costs. Refer to Part I. Item 1.A. “Risk Factors” section of the 2025 Form 10-K for additional information.

Tariffs

The Company continues to actively monitor the changes in United States policy regarding international trade, including the recent progress in reaching or progressing international trade agreements with major counterparties. As reflected in the discussions that follow, the United States policy regarding international trade and actions taken in response to it have had a variety of impacts on our results of operations during 2025 and the first quarter of 2026, including decreased sales levels and increased raw material costs. For additional information on the risks of United States policy regarding international trade to the Company’s operations, refer to ~~the “~~Part III. Item 1A1.A. “Risk Factors” section inof ~~our~~the 2025 Q1 Form 10-QK for additional information.

Acquisitions

We complement our organic growth with acquisitions and other investments. Acquisitions can affect our reported results, and we report the change in our Net sales between periods both from existing and acquired businesses. The change in Net sales due to acquisitions for the periods presented in this filing represents the incremental sales as a result of acquisitions. For ~~additional information on our acquisitions, refer to Note 3, “Acquisitions” in the accompanying Notes contained elsewhere in this Form 10-Q.~~

additional information on our acquisitions, refer to Note 3, “Acquisitions” in the accompanying Notes contained elsewhere in this Form 10-Q and Note 5, “Acquisitions” in the Company’s 2025 Form 10-K.

Foreign Currency Fluctuations

A significant portion of our Net sales, 79% for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026 are outside the United States, with the majority of those sales denominated in currencies other than the U.S. Dollar. Because much of our manufacturing and employee costs are outside the United States, a significant portion of our costs are also denominated in currencies other than the U.S. Dollar. Changes in foreign exchange rates can impact our results of operations and are quantified when significant.

For the three months ended ~~October~~April 3, ~~2025~~2026 compared to the three months ended ~~September~~April 274, ~~2024~~2025, fluctuations in foreign currencies increased Net sales by 15.5%, and Gross profit by 15.65% and increased Selling, general and administrative expenses by 26.1%.

For the nine months ended October 3, 2025 compared to the nine months ended September 27, 2024, fluctuations in foreign currencies reduced Net sales by 0.6% and Gross profit by 0.2% and increased Selling, general and administrative expenses by 0.2%.

Seasonality

Our European operations typically experience a slowdown during the July and August vacation seasons.

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP performance measure that we include in this Form 10-Q because it is a key metric used by our management to assess our operating performance. ESAB presents this non-GAAP financial measure including and excluding Russia due to economic and political volatility caused by the Russia and Ukraine conflict, which we believe results in enhanced investor interest in these alternative presentations. Adjusted EBITDA excludes from Net income from continuing operations the effect of Income tax expense, Interest expense and other, net, ~~Pension settlement loss,~~ Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value ~~charges~~step up on acquired inventories and depreciation and other amortization. We also present Adjusted EBITDA margin, which is subject to the same adjustments as Adjusted EBITDA. Further, we present these non-GAAP performance measures on a segment basis subject to the same adjustments described above. We also present Core adjusted EBITDA and Core adjusted EBITDA margin, which are subject to the same adjustments as Adjusted EBITDA and Adjusted EBITDA margin, respectively, and which removes the impact of Russia for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025. Adjusted EBITDA and Core adjusted EBITDA assist management in comparing our operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to unusual events or discrete restructuring plans and other initiatives that are fundamentally different from our ongoing productivity and core business. Management also believes that presenting these measures allows investors to view our performance using the same measures that we use in evaluating our financial and business performance and trends.

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”). Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable U.S. GAAP financial measures.

The following tables set forth a reconciliation of Net income from continuing operations, the most directly comparable GAAP financial measure, to Adjusted EBITDA, Adjusted EBITDA margin, Core adjusted EBITDA and Core adjusted EBITDA margin by segment for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025.

	Three Months Ended October 3, 2025									Nine Months Ended October 3, 2025
	Americas			EMEA & APAC			Total			Americas			EMEA & APAC			Total
	(Dollars in millions)(1)
Net income from continuing operations (GAAP)							$	65.3								$	207.7
Income tax expense							17.7									56.5
Interest expense and other, net							23.6									61.4
Operating income (GAAP)(1)	$	45.3		$	61.3		$	106.6		$	131.0		$	194.6		$	325.6
Adjusted to add:
Restructuring and other related charges(2)	2.2			2.1			4.3			4.4			5.8			10.2
Acquisition-amortization and other related charges(3)	5.8			10.7			16.5			21.5			26.2			47.7
Depreciation and other amortization	3.9			8.1			12.0			11.7			21.8			33.4
Adjusted EBITDA (non-GAAP)(1)	57.3			82.2			139.5			168.5			248.4			416.9
Adjusted EBITDA attributable to Russia (non-GAAP)(4)	—			6.1			6.1			—			17.1			17.1
Core adjusted EBITDA (non-GAAP)(1)	$	57.3		$	76.1		$	133.4		$	168.5		$	231.2		$	399.8
Adjusted EBITDA margin (non-GAAP)	19.6		%	18.9		%	19.2		%	19.7		%	19.6		%	19.7		%
Core adjusted EBITDA margin (non-GAAP)(5)	19.6		%	19.3		%	19.4		%	19.7		%	20.0		%	19.9		%


	Three Months Ended April 3, 2026
		Americas			EMEA & APAC			Total
		(Dollars in millions)(1)
Net income from continuing operations (GAAP)								$	51.8
Income tax expense								13.1
Interest expense and other, net								25.6

Operating income (GAAP)		$	35.2		$	55.3		$	90.5

Adjusted to add:
Restructuring and other related charges(2)		9.0			1.2			10.2
Acquisition-amortization and other related charges(3)		7.7			15.1			22.8
Depreciation and other amortization		4.2			8.9			13.1
Adjusted EBITDA (non-GAAP)		56.0			80.6			136.6
Adjusted EBITDA attributable to Russia (non-GAAP)(4)		—			0.7			0.7
Core adjusted EBITDA (non-GAAP)		$	56.0		$	79.9		$	135.9
Adjusted EBITDA margin (non-GAAP)		19.4		%	17.6		%	18.3		%
Core adjusted EBITDA margin (non-GAAP)(5)		19.4		%	18.7		%	19.0		%

(1) Numbers may not sum due to rounding.

(2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and product lines.

(3) Includes transaction, diligence and integration expenses totaling $610.13 million ~~and $20.4 million~~ for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025,~~2026 ~~respectively,~~ and amortization of intangibles and fair value ~~charges~~step up on acquired inventories totaling $1012.35 million ~~and $27.3 million~~ for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025, respectively~~2026.

(4) Numbers calculated following the same definition as Adjusted EBITDA for total Company.

(5) Net sales were $4031.41 million ~~and $108.8 million~~ relating to Russia for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025, respectively~~2026.

	Three Months Ended September 27, 2024									Nine Months Ended September 27, 2024
				Three Months Ended April 4, 2025
	~~Americas~~			~~EMEA & APAC~~			~~Total~~			Americas			EMEA & APAC			Total
	~~(Dollars in millions)(1)~~									(Dollars in millions)(1)
Net income from continuing operations (GAAP)							$	~~71.0~~								$	~~219~~72.56
Income tax expense							~~18.1~~									5420.5
Interest expense and other, net							~~16.9~~									4916.98
Pension settlement loss							—									12.2
Operating income (GAAP)										$	43.2		$	66.6		$	109.8
Operating income (GAAP)	$	49.9		$	56.1		$	106.0		$	151.8		$	184.3		$	336.0
Adjusted to add:
Restructuring and other related charges(2)	~~0.9~~			~~1.0~~			~~1.9~~			21.07			62.68			84.65
Acquisition-amortization and other related charges(3)	~~4.8~~			~~5.2~~			~~10.1~~			~~13.~~5.6			124.10			259.6
Depreciation and other amortization	~~3.7~~			~~5.7~~			~~9.5~~			103.9			166.50			2710.40
Adjusted EBITDA (non-GAAP)	~~59.4~~			~~68.1~~			~~127.4~~			~~178~~54.25			~~219~~79.4			~~397~~133.59
Adjusted EBITDA attributable to Russia (non-GAAP)(4)	—			~~2.6~~			~~2.6~~			—			156.50			156.50
Core adjusted EBITDA (non-GAAP)	$	~~59.4~~		$	~~65.5~~		$	~~124.8~~		$	~~178~~54.25		$	~~203~~73.94		$	~~382~~127.19
Adjusted EBITDA margin (non-GAAP)	~~20.6~~		%	~~17.7~~		%	~~18.9~~		%	19.94		%	1820.70		%	19.27		%
Core adjusted EBITDA margin (non-GAAP)(5)	~~20.6~~		%	~~18.9~~		%	~~19.6~~		%	19.94		%	1920.20		%	19.58		%

(1) Numbers may not sum due to rounding.

(3) Includes transaction, diligence and integration expenses totaling $21.54 million ~~and $3.1 million~~ for the three ~~and nine~~ months ended ~~September~~April 274, ~~2024,~~2025 ~~respectively,~~ and amortization of intangibles and fair value ~~charges~~step up on acquired inventories totaling $78.62 million ~~and $22.4 million~~ for the three ~~and nine~~ months ended ~~September~~April 274, ~~2024, respectively~~2025.

(4) Numbers calculated following the same definition as Adjusted EBITDA for total Company.

(5) Net sales were $3731.73 million ~~and $112.0 million~~ relating to Russia for the three ~~and nine~~ months ended ~~September~~April 274, ~~2024, respectively~~2025.

Total Company

Sales

The following table presents the components of changes in our Net sales for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026 compared to the prior year period.


	Three Months Ended
		Net Sales		Change %
		(Dollars in millions)
For the three months ended April 4, 2025		$	678.1
Components of Change:
Existing businesses (organic sales)(1)		(12.6)		(1.9)	%
Acquisitions(2)		42.8		6.3	%
Foreign currency translation(3)		37.3		5.5	%
Total Net sales growth		67.5		9.9	%
For the three months ended April 3, 2026		$	745.6

	Three Months Ended				Nine Months Ended
	Net Sales		Change %		Net Sales		Change %
	(Dollars in millions)(1)
For the three and nine months ended September 27, 2024	$	673.3			$	2,070.0
Components of Change:
Existing businesses (organic sales)(2)	11.0		1.6	%	(5.8)		(0.3)	%
Acquisitions(3)	33.8		5.0	%	69.5		3.4	%
Foreign currency translation(4)	9.8		1.5	%	(12.3)		(0.6)	%
Total Net sales growth	54.6		8.1	%	51.5		2.5	%
For the three and nine months ended October 3, 2025	$	727.8			$	2,121.6

(1) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.

(12) ~~Numbers~~ ~~may~~Represents ~~not~~the ~~sum~~incremental ~~due~~sales in comparison to ~~rounding.~~the portion of the prior period during which we did not own the business.

(23) ~~Excludes~~Represents the ~~impact~~difference ofbetween ~~acquisitions~~prior ~~and~~year ~~foreign~~sales ~~exchange~~valued ~~rate~~at ~~fluctuations,~~the ~~thus~~actual ~~providing~~prior ayear ~~measure~~foreign ofexchange ~~change~~rates ~~due~~and toprior ~~organic~~year ~~growth~~sales ~~factors~~valued ~~such~~at ascurrent ~~price,~~year ~~product~~foreign ~~mix~~exchange ~~and volume~~rates.

(Net sales from existing businesses decreased by $12.6 million during the three months ended April 3), ~~Represents~~2026, compared to the ~~incremental~~prior year period, due to a $21.7 million decrease in sales volume due to drivers such as tariffs in ~~comparison~~the Americas, logistics challenges in Middle East related to the ~~portion~~war in Iran and lower volumes in Russia partially offset by customer pricing increases of ~~the~~$9.0 ~~prior~~million. ~~period~~The ~~during~~increase ~~which~~in wenet ~~did~~sales ~~not~~from ~~own~~acquisitions ~~the~~was ~~business~~attributable to Bavaria Schweisstechnik (“Bavaria”), DeltaP s.r.l. (“DeltaP”), Aktiv Technologies Private Limited (“Aktiv”) and EWM GmbH (“EWM”). The changes in foreign exchange rates resulted in a $37.3 million favorable currency translation impact.

(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.

Net sales from existing businesses increased by $11.0 million during the three months ended October 3, 2025, compared to the prior year period, driven by increases in both price and volume. Additionally, there was an increase in net sales from acquisitions attributable to SUMIG Soluções para Solda e Corte Ltda. (“SUMIG”), Bavaria Schweisstechnik (“Bavaria”), DeltaP s.r.l. (“DeltaP”), Aktiv Technologies Private Limited (“Aktiv”) and EWM GmbH (“EWM”). The changes in foreign exchange rates resulted in a $9.8 million favorable currency translation impact.

Net sales from existing businesses decreased by $5.8 million during the nine months ended October 3, 2025, compared to the prior year period, due to a $28.1 million decrease in sales volume due to drivers such as tariffs in the Americas and lower volumes in Russia partially offset by customer pricing increases of $22.3 million. The increase in net sales from acquisitions was attributable to Sager S.A., ESAB Bangladesh Private Limited (“ESAB Bangladesh”), SUMIG, Bavaria, DeltaP, Aktiv and EWM. The changes in foreign exchange rates resulted in a $12.3 million unfavorable currency translation impact.

Sales excluding Russia

The following table presents the components of changes in our Net sales excluding Russia (“Core sales”) for the three ~~and nine~~ months ended ~~October~~April 3, ~~2025~~2026 compared to the prior year period.

	~~Three Months Ended~~		Three Months Ended		~~Nine Months Ended~~
	Core Sales(5)		Change %		Core Sales(5)		Change %
					Core Sales(4)		Change %
	(Dollars in millions)(1)
					(Dollars in millions)
For the three and nine months ended September 27, 2024	$	635.6			$	1,958.0
For the three months ended April 4, 2025					$	646.9
Components of Change:
Existing businesses (core organic sales)(2)	12.1		1.9	%	6.6		0.3	%
Existing businesses (organic sales)(1)					(7.4)		(1.1)	%
Acquisitions(3)	33.8		5.3	%	69.5		3.6	%
Acquisitions(2)					42.8		6.6	%
Foreign currency translation(4)	5.9		0.9	%	(21.4)		(1.1)	%
Foreign currency translation(3)					32.2		5.0	%
Total Core sales growth	~~51.8~~		~~8.1~~	%	5467.76		210.85	%
For the three and nine months ended October 3, 2025	$	687.4			$	2,012.7
For the three months ended April 3, 2026					$	714.5

(1) Numbers may not sum due to rounding.

(2) Excludes the impact of acquisitions and foreign exchange rate fluctuations, thus providing a measure of change due to organic growth factors such as price, product mix and volume.

(3) Represents the incremental sales in comparison to the portion of the prior period during which we did not own the business.

(4) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.

(5) Net sales relating to Russia were $4031.41 million and $3731.73 million for the three months ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024, respectively, and $108.8 million and $112.0 million for the nine months ended October 3,~~ 2025 ~~and September 27~~, ~~2024,~~ respectively.

3229

Core ~~sales~~Sales from existing businesses ~~increased~~decreased by $127.14 million during the three months ended ~~October~~April 3, ~~2025~~2026, compared to the prior year period, ~~driven~~primarily bydue ~~increases~~to a $17.0 million decrease in ~~both~~sales ~~price~~volume due to drivers such as tariffs in the Americas and ~~volume~~logistics delays in Middle East related to the war in Iran partially offset by $9.5 million of customer pricing increases. The increase in net sales from acquisitions was attributable to ~~SUMIG,~~ Bavaria, DeltaP, Aktiv and EWM. The changes in foreign exchange rates resulted in a $532.9 2 million favorable currency translation impact.

Core Sales from existing businesses increased by $6.6 million during the nine months ended October 3, 2025, compared to the prior year period, primarily due to customer pricing increases of $20.9 million partially offset by a $14.3 million decrease in sales volume due to drivers such as tariffs in the Americas. The increase in net sales from acquisitions was attributable to Sager S.A., ESAB Bangladesh, SUMIG, Bavaria, DeltaP, Aktiv and EWM. The changes in foreign exchange rates resulted in a $21.4 million unfavorable currency translation impact.

Operating Results

The following table summarizes our results for the comparable periods.

	~~Three Months Ended~~			Three Months Ended			~~Nine Months Ended~~
	October 3, 2025			September 27, 2024			October 3, 2025			September 27, 2024
							April 3, 2026			April 4, 2025
	~~(Dollars in millions)~~						(Dollars in millions)
Gross profit	$	~~269.3~~		$	~~253.8~~		$	~~790~~275.51		$	~~779~~255.12
Gross profit margin	~~37.0~~		%	~~37.7~~		%	3736.39		%	37.6		%
Selling, general and administrative expense	$	~~158.3~~		$	~~145.9~~		$	~~454~~174.85		$	~~434~~140.59
Net income from continuing operations	$	~~65.3~~		$	~~71.0~~		$	~~207~~51.78		$	~~219~~72.56
Net income margin from continuing operations	~~9.0~~		%	~~10.6~~		%	96.89		%	10.67		%
Adjusted EBITDA (non-GAAP)	$	~~139.5~~		$	~~127.4~~		$	~~416~~136.96		$	~~397~~133.59
Adjusted EBITDA margin (non-GAAP)	~~19.2~~		%	~~18.9~~		%	1918.73		%	19.27		%
Core adjusted EBITDA (non-GAAP)	$	~~133.4~~		$	~~124.8~~		$	~~399~~135.89		$	~~382~~127.19
Core adjusted EBITDA margin (non-GAAP)	~~19.4~~		%	~~19.6~~		%	19.90		%	19.58		%
Items excluded from Adjusted EBITDA:
Restructuring and other related charges(1)	$	~~4.3~~		$	~~1.9~~		$	10.2		$	84.65
Acquisition-amortization and other related charges(2)	~~16.5~~			~~10.1~~			4722.78			259.6
Interest expense and other, net	~~23.6~~			~~16.9~~			6125.46			4916.98
Income tax expense	~~17.7~~			~~18.1~~			5613.51			5420.5
Pension settlement loss	—			—			—			12.2
Depreciation and other amortization							13.1			10.0
Depreciation and other amortization	12.0			9.5			33.4			27.4
Items excluded from Core adjusted EBITDA:
Adjusted EBITDA attributable to Russia (non-GAAP)(3)	$	~~6.1~~		$	~~2.6~~		$	170.17		$	156.50

(1) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and product lines.

~~equipment,~~(2) ~~lease~~Includes ~~termination~~transaction, ~~impairment~~diligence ofand ~~long-lived~~integration ~~assets~~expenses ~~and~~totaling ~~other~~$10.3 million ~~costs~~for inthe ~~connection~~three ~~with~~months ended April 3, 2026 and $1.4 million for the ~~closure~~three months ended April 4, 2025. Additionally, it includes amortization of intangibles and ~~optimization~~fair ofvalue ~~facilities~~step up on acquired inventories totaling $12.5 million for the three months ended April 3, 2026 and ~~product~~$8.2 million ~~lines~~for the three months ended April 4, 2025.

(2) Includes transaction, diligence and integration expenses totaling $6.1 million and $20.4 million for the three and nine months ended October 3, 2025, respectively, and $2.5 million and $3.1 million for the three and nine months ended September 27, 2024, respectively. Additionally, it includes amortization of intangibles and fair value charges on acquired inventories totaling $10.3 million and $27.3 million for the three and nine months ended October 3, 2025, respectively, and $7.6 million and $22.4 million for the three and nine months ended September 27, 2024, respectively.

(3) Numbers calculated following the same definition as Adjusted EBITDA for total Company.

~~Third~~Three ~~Quarter~~Months ofEnded ~~2025~~April 3, 2026 Compared to ~~Third~~Three ~~Quarter~~Months ofEnded ~~2024~~April 4, 2025

Gross profit increased by $1519.59 million in the ~~third~~three ~~quarter~~months ofended ~~2025~~April 3, 2026 compared to the prior year period primarily attributable to acquisitions, ~~favorable~~and foreign exchange ~~and~~partially ~~price~~offset by tariff-related cost increases, ~~partially~~net ~~offset~~of bycustomer ~~higher~~pricing, ~~material~~product ~~costs~~mix and a decrease in sales volume. The decline of gross profit margin was primarily due to the dilutive effect in the Americas segment, ~~which was~~ caused by ~~customer~~tariff-related ~~pricing~~price inpass-through ~~response~~to customers as well as higher freight and material costs due to ~~tariff-related~~oil ~~cost~~price increases, ~~leading~~from tothe ~~margin~~war ~~compression~~in Iran. Selling, general and administrative expense increased by $1233.4 6 million in the ~~third~~three ~~quarter~~months ofended ~~2025~~April 3, 2026 compared to the prior year period primarily due to acquisitions and related transaction costs ~~partially~~and ~~offset~~foreign exchange impact. Interest expense and other, net increased by ~~benefits~~$8.8 million ~~from~~due ~~EBX~~to ~~driven~~$4.8 million ~~savings~~of costs associated with the Bridge Loan that the Company entered into to fund the Eddyfi acquisition as well as a higher average outstanding debt balance. The effective tax rate of 2120.2% for the three months ended April 3, 2026 differed from the effective tax rate of 22.0% for the ~~quarter~~same period ended April 4, 2025 due to favorable provisions related to FDDEI under the One Big Beautiful Bill Act that were effective beginning with the 2026 tax year.

33Net income from continuing operations decreased $20.8 million in the three months ended April 3, 2026 compared to the prior year period primarily due to the aforementioned factors as well as higher Restructuring and other related charges primarily driven by strategic initiatives to improve margins in the Americas and the integration of the recent EWM acquisition and higher Acquisition-amortization and other related charges related to the recent acquisition and integration activity. Adjusted EBITDA

October 3, 2025 differed from the effective tax rate of 20.3% for the same period ended September 27, 2024 due to an agreement with a taxing authority on the treatment of subsidy income in a foreign jurisdiction in 2024.30

~~Net~~increased ~~income~~$2.7 million ~~from~~in ~~continuing~~the ~~operations~~three ~~decreased~~months ended April 3, 2026 compared to the prior year period primarily due to the aforementioned. Core adjusted EBITDA increased by $58.70 million ~~primarily~~compared ~~due~~ to ~~higher~~the ~~Interest~~same ~~expense~~period ~~and~~in ~~other,~~the ~~net~~prior ~~mainly~~year primarily ~~driven~~due byto athe ~~higher~~aforementioned ~~Debt~~factors. ~~balance~~Adjusted ~~related~~EBITDA attributable to ~~acquisitions~~Russia decreased by $5.3 million ~~For~~largely ~~additional~~due ~~information~~to onrelocating the ~~Interest~~Russia ~~expense~~manufacturing ~~and~~plant ~~other,~~from ~~net~~an ~~impact,~~owned ~~refer~~property to ~~Note~~a ~~10,~~leased ~~“Debt”~~property and ~~Note~~expenses ~~11,~~associated ~~“Derivatives”~~with inthis ~~the~~relocation ~~accompanying~~project ~~Notes~~as ~~contained~~well ~~elsewhere~~as inshifting ~~this~~of ~~Form~~product ~~10-Q.~~mix ~~Adjusted~~from ~~EBITDA~~higher ~~increased~~to ~~$12.1 million~~lower ~~and related~~ margin ~~expanded~~products 30in ~~basis~~response ~~points~~to ~~compared~~shifts toin ~~the~~demand ~~same~~and ~~period~~decreases in ~~the~~customer ~~prior~~pricing ~~year~~while material costs continue to increase. The decline of Core adjusted EBITDA ~~increased~~margin ~~$8.6 million~~was ~~compared~~primarily due to dilution from the ~~same~~EWM ~~period~~acquisition inas well as higher freight and material costs due to oil price increases from the ~~prior~~war ~~year~~in Iran.

Nine Months Ended October 3, 2025 Compared to Nine Months Ended September 27, 2024

Gross profit increased $11.4 million in the nine months ended October 3, 2025 compared to the prior year period primarily attributable to acquisitions, favorable foreign exchange and price increases partially offset by higher material costs, including tariffs, product mix and a decrease in sales volume. The decline of gross profit margin was primarily due to the dilutive effect in the Americas segment, which was caused by customer pricing in response to tariff-related cost increases, leading to margin compression. Selling, general and administrative expense increased $20.3 million in the nine months ended October 3, 2025 compared to the prior year period primarily due to acquisitions and related transaction costs partially offset by benefits from EBX driven savings and restructuring initiatives. The effective tax rate of 21.4% for the nine months ended October 3, 2025 differed from the effective tax rate of 19.9% for the same period ending September 27, 2024 due to discrete tax adjustments in 2024 for a favorable final ruling in a tax case in a foreign jurisdiction and an agreement with a taxing authority on the treatment of subsidy income in a foreign jurisdiction.

Net income from continuing operations decreased $11.8 million in the nine months ended October 3, 2025 compared to the prior year period primarily due to the aforementioned factors as well as higher Interest expense and other, net largely driven by a higher Debt balance related to acquisitions partially offset by the $12.2 million non-cash pension settlement loss in 2024. For additional information on the Interest expense and other, net impact, refer to Note 10, “Debt” and Note 11, “Derivatives” in the accompanying Notes contained elsewhere in this Form 10-Q. Adjusted EBITDA increased $19.4 million and Adjusted EBITDA margin expanded by 50 basis points in the nine months ended October 3, 2025 compared to the prior year period. Core adjusted EBITDA increased by $17.7 million compared to the same period in the prior year.

Reportable Segments

We report results in two reportable segments: Americas and EMEA & APAC.

Americas

The following table summarizes selected financial data for our Americas segment:

	~~Three Months Ended~~			Three Months Ended			~~Nine Months Ended~~
	October 3, 2025			September 27, 2024			October 3, 2025			September 27, 2024
							April 3, 2026			April 4, 2025
	~~(Dollars in millions)~~						(Dollars in millions)
Net sales	$	~~292.7~~		$	~~288.8~~		$	~~856~~288.14		$	~~894~~280.67
Gross profit	$	~~112.2~~		$	~~114.4~~		$	~~333~~111.45		$	~~348~~110.31
Gross profit margin	~~38.3~~		%	~~39.6~~		%	38.97		%	3839.92		%
Selling, general and administrative expense	$	~~64.6~~		$	~~63.2~~		$	~~198~~67.04		$	~~194~~65.61
Adjusted EBITDA (non-GAAP)	$	~~57.3~~		$	~~59.4~~		$	~~168~~56.50		$	~~178~~54.25
Adjusted EBITDA margin (non-GAAP)	~~19.6~~		%	~~20.6~~		%	19.74		%	19.94		%
Items excluded from Adjusted EBITDA:
Restructuring and other related charges	$	~~2.2~~		$	~~0.9~~		$	49.40		$	21.07
Acquisition - amortization and other related charges	~~5.8~~			~~4.8~~			217.57			~~13.~~5.6
Depreciation and other amortization	$	~~3.9~~		$	~~3.7~~		$	114.72		$	103.9

34Three Months Ended April 3, 2026 Compared to Three Months Ended April 4, 2025

~~Third~~Net ~~Quarter~~sales ofin ~~2025~~our ~~Compared~~Americas segment increased $7.7 million in the three months ended April 3, 2026 compared with the prior year period. Net sales from existing business decreased $2.1 million due to ~~Third~~reduced ~~Quarter~~sales volumes primarily driven by tariffs and related impacts partially offset by pricing increases. In addition, there was a $9.8 million favorable increase in currency translation. Gross profit increased $1.4 million attributable to favorable foreign exchange impact and price increases partially offset by higher material costs and volume. The decline of ~~2024~~gross profit margin was primarily due to the dilutive effect in the Americas segment, which was caused by tariff-related price pass-through to customers. Selling, general and administrative expense increased $2.3 million compared with the prior year period primarily due to foreign exchange impact. Restructuring and other related charges increased $7.3 million in the three months ended April 3, 2026 compared with the prior year period primarily driven by strategic initiatives to improve margins in the Americas. Adjusted EBITDA increased $1.5 million compared to the prior year period primarily due to the aforementioned factors.

Net sales in our Americas segment increased $3.9 million in the third quarter of 2025 compared with the prior year period. Net sales from existing business increased $0.4 million primarily due to pricing increases and new product initiatives partially offset by slightly lower sales volumes. The acquisition of SUMIG contributed a $7.4 million increase to Net sales from acquisitions. In addition, there was $3.9 million of unfavorable currency translation. Gross profit decreased by $2.2 million attributable to higher material costs, including tariffs, and product mix partially offset by price increases and accretion from acquisitions. The decline of gross profit margin was primarily due to the dilutive effect in the Americas segment, which was caused by customer pricing in response to tariff-related cost increases, leading to margin compression. Selling, general and administrative expense remained relatively consistent compared with the prior year. Adjusted EBITDA decreased $2.1 million primarily due to the aforementioned factors.31

Nine Months Ended October 3, 2025 Compared to Nine Months Ended September 27, 2024

Net sales in our Americas segment decreased $38.5 million in the nine months ended October 3, 2025 compared with the prior year period. Net sales from existing business decreased $29.1 million due to reduced sales volumes primarily driven by tariffs and related impacts partially offset by pricing increases. In addition, there was $34.6 million in unfavorable currency translation. The Sager S.A. and SUMIG acquisitions contributed a $25.2 million increase to Net sales from acquisitions. Gross profit decreased $14.9 million attributable to higher material costs, including tariffs, and decreases in sales volume partially offset by acquisitions and price increases. Selling, general and administrative expense increased $3.4 million compared with the prior year period primarily due to acquisitions partially offset by benefits from EBX driven savings. Adjusted EBITDA decreased $9.7 million compared to the prior year period primarily because of the aforementioned factors.

EMEA & APAC

The following table summarizes the selected financial data for our EMEA & APAC segment:

	~~Three Months Ended~~			Three Months Ended			~~Nine Months Ended~~
	October 3, 2025			September 27, 2024			October 3, 2025			September 27, 2024
							April 3, 2026			April 4, 2025
	~~(Dollars in millions)~~						(Dollars in millions)
Net sales	$	~~435.1~~		$	~~384.4~~		$	~~1,265~~457.42		$	~~1,175~~397.45
Gross profit	$	~~157.1~~		$	~~139.4~~		$	~~457~~163.26		$	~~430~~145.81
Gross profit margin	~~36.1~~		%	~~36.3~~		%	3635.18		%	36.75		%
Selling, general and administrative expense	$	~~93.8~~		$	~~82.6~~		$	~~256~~107.81		$	~~239~~75.98
Adjusted EBITDA (non-GAAP)	$	~~82.2~~		$	~~68.1~~		$	~~248~~80.46		$	~~219~~79.4
Adjusted EBITDA margin (non-GAAP)	~~18.9~~		%	~~17.7~~		%	1917.6		%	1820.70		%
Core adjusted EBITDA (non-GAAP)	$	~~76.1~~		$	~~65.5~~		$	~~231~~79.29		$	~~203~~73.94
Core adjusted EBITDA margin (non-GAAP)	~~19.3~~		%	~~18.9~~		%	2018.07		%	1920.20		%
Items excluded from Adjusted EBITDA:
Restructuring and other related charges	$	~~2.1~~		$	~~1.0~~		$	51.82		$	62.68
Acquisition - amortization and other related charges	~~10.7~~			~~5.2~~			2615.21			124.10
Pension settlement loss	—			—			—			12.2
Depreciation and other amortization							8.9			6.0
Depreciation and other amortization	8.1			5.7			21.8			16.5
Items excluded from Core adjusted EBITDA:
Adjusted EBITDA attributable to Russia (non-GAAP)	$	~~6.1~~		$	~~2.6~~		$	170.17		$	156.50

~~Third~~Three ~~Quarter~~Months ofEnded ~~2025~~April 3, 2026 Compared to ~~Third~~Three ~~Quarter~~Months ofEnded ~~2024~~April 4, 2025

Net sales in our EMEA & APAC segment increased $5059.78 million in the ~~third~~three ~~quarter~~months ofended ~~2025~~April 3, 2026 compared with the prior year period. Net sales from existing business ~~increased~~decreased $10.65 million primarily resulting from ~~increases~~volume decreases from logistics challenges in ~~sales~~the ~~volume.~~Middle ~~Furthermore,~~East related to the ~~Bavaria,~~war ~~DeltaP,~~in ~~Aktiv~~Iran and ~~EWM~~lower ~~acquisitions~~volumes ~~contributed~~in Russia. This decrease was more than offset by $2642.48 million toof Net sales from ~~acquisitions~~the Bavaria, DeltaP, Aktiv and ~~there~~EWM ~~was~~acquisitions aand $1327.7 5 million in favorable foreign currency impact. Gross profit increased by $1718.75 million in the ~~third~~three ~~quarter~~months ofended ~~2025~~April 3, 2026 compared with the prior year period ~~primarily~~ due to acquisitions, ~~increased~~and ~~sales~~favorable foreign exchange impact partially offset by lower volumes and ~~foreign~~higher ~~currency~~material ~~translation~~costs. ~~impacts~~The ~~partially~~decline ~~offset~~of bygross ~~pricing~~profit ~~decreases~~margin was primarily attributable to higher freight and material costs due to oil price increases from the war in Iran as well as plant relocation costs and an unfavorable product mix in Russia in 2026. Selling, general and administrative expense increased $1131.23 million in the ~~third~~three ~~quarter~~months ofended ~~2025~~April 3, 2026 compared with the prior year period ~~largely~~primarily due to acquisitions and related ~~transaction~~ costs and foreign exchange impact. Acquisition - amortization and other related charges increased $11.1 million in the three months ended April 3, 2026 compared with the prior year period primarily driven by the EWM acquisition. Adjusted EBITDA increased $1.2 million and Core adjusted EBITDA increased $6.5 million in the three months ended April 3, 2026 compared with the prior year period primarily due to the aforementioned factors. The decline of Core adjusted EBITDA margin was primarily due to dilution from the EWM acquisition as well as higher freight and material costs due to oil price increases from the war in Iran.

3532

increased $14.1 million and related margin expanded by 120 basis points and Core adjusted EBITDA increased to $76.1 million and the related margin expanded by 40 basis points in the third quarter of 2025 compared with the prior year period primarily because of the aforementioned factors.

Nine Months Ended October 3, 2025 Compared to Nine Months Ended September 27, 2024

Net sales in our EMEA & APAC segment increased $90.0 million in the nine months ended October 3, 2025 compared with the prior year period. Net sales from existing business increased $23.3 million primarily resulting from increases in sales volume. Furthermore, the ESAB Bangladesh, Bavaria, DeltaP, Aktiv and EWM acquisitions contributed $44.3 million to Net sales from acquisitions and there was a $22.4 million in favorable foreign currency impact. Gross profit increased $26.4 million in the nine months ended October 3, 2025 compared with the prior year period due to acquisitions, favorable foreign exchange impact and increased sales volumes partially offset by lower pricing. Selling, general and administrative expense increased $16.9 million in the nine months ended October 3, 2025 compared with the prior year period primarily due to acquisitions and related costs partially offset by a gain on disposition of property. Adjusted EBITDA increased $29.0 million and Adjusted EBITDA margin expanded 90 basis points and Core adjusted EBITDA increased to $231.2 million and Core adjusted EBITDA margin expanded 80 basis points in the nine months ended October 3, 2025 compared with the prior year period primarily because of the aforementioned factors.

Liquidity and Capital Resources

Overview

We expect to finance our working capital requirements through cash flows from operating activities. We expect that our primary ongoing requirements for cash will be for working capital, funding of acquisitions, capital expenditures, restructuring and asbestos -related cash outflows, debt service and required principal payments, stock repurchase and, ~~pending~~subject to approval from the Board of Directors, payment of cash dividends.

As of ~~October~~April 3, ~~2025~~2026, we were in compliance with the covenants under the A&R Credit Agreement and the ~~Indenture~~Indentures. The Company’s weighted average interest rate of borrowings under the Credit Agreement and the ~~Indenture~~Indentures was 5.5545%, excluding accretion of deferred financing fees. As of the end of the ~~third~~first quarter, we had the capacity for additional indebtedness of up to $~~490~~1,050 million available on the Revolving Facility~~, subject to meeting financial covenants and other requirements~~. Additionally, we have the ability to incur $5073.01 million of indebtedness pursuant to certain uncommitted credit lines, consisting primarily of an uncommitted credit line that we currently have in place, which we have used from time to time in the past for short-term working capital needs. After the quarter ended October 3, 2025, on October 16, 2025, the Company entered into an Amended and Restated Credit Agreement that, among other things, provides for (i) a senior term loan A facility in an aggregate principal amount of $350 million, and (ii) a senior revolving credit facility in the amount of $1.05 billion to replace the Company’s existing $400 million Term Loan A-1 Facility and $750 million Revolving Facility and pay off the outstanding principal and interest thereunder. Both facilities mature on October 16, 2030, subject to a springing maturity date under certain circumstances. Refer to Note 109, “Debt,” ~~“Note 16, Subsequent Events”~~ and “Note 1110, “Derivatives” in the accompanying Notes contained elsewhere in this Form 10-Q for more information related to the ~~Facilities~~Company’s debt and derivative instruments. We believe that we could raise additional funds in the form of debt or equity if it were determined to be appropriate for strategic acquisitions or other corporate purposes. We believe that our sources of liquidity between debt and cash flows from operating activities are adequate to fund our operations for the next twelve months and thereafter.

In connection with the pending Eddyfi acquisition, the Company has committed equity financing of approximately $318 million, consisting of the issuance of the Mandatory Convertible Preferred Stock for an aggregate liquidation preference of approximately $175 million and the concurrent issuance of common stock to institutional investors at a purchase price of approximately $143 million, both of which are expected to close concurrently with the Acquisition. Refer to Note 3, “Acquisitions” for additional information.

Stock Repurchase Program

On August 13, 2024, the Board of Directors authorized and approved a stock repurchase program to repurchase up to five million shares of the Company’s Common stock, par value $0.001 per share, from time-to-time on the open market, in privately negotiated transactions or as may otherwise be determined by the Company’s management in its discretion. No repurchases of the Company’s Common stock have been made through the ~~nine~~share ~~months~~repurchase ~~ended~~program ~~October~~since ~~3, 2025~~inception. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions, applicable legal requirements and other factors. There is no term associated with the remaining repurchase authorization.

3733

Cash Flows

As of ~~October~~April 3, ~~2025~~2026, wethe Company had $~~218~~1.20 ~~million~~billion of Cash and cash equivalents, aan ~~decrease~~increase of $31818.19 million from the balance of $~~249~~185.49 million as of December 31, ~~2024~~2025.

The following table summarizes the change in Cash and cash equivalents during the periods indicated:

	Nine Months Ended
	Three Months Ended
	October 3, 2025		September 27, 2024
	April 3, 2026		April 4, 2025
	(Dollars in millions)(1)
	(In millions)(1)
Net cash provided by operating activities	$	~~163~~46.59	$	~~228~~35.54
Purchases of property, plant and equipment	(2713.7)		(277.13)
Proceeds from sale of property, plant and equipment	40.73		34.56
Acquisitions, net of cash received	(439.7)		(86.5)
Net cash used in investing activities	(13.4)		(2.7)
Other investing	0.5		(4.1)
Proceeds from borrowings on Senior Notes	1,000.0		—
Net cash used in investing activities	(462.1)		(114.2)
Repayments of borrowings on Term Loans	—		(2.5)
Proceeds from borrowings on Senior Notes	—		700.0
Proceeds from borrowings on revolving credit facilities and other	131.2		—
Proceeds from borrowings on revolving credit facilities and other	359.6		205.0
Repayments of borrowings on revolving credit facilities and other	(317.4)		—
Repayments of borrowings on Term Loans	(10.0)		(597.5)
Payment of debt issuance costs	(17.0)		—
Repayments of borrowings on revolving credit facilities and other	(90.4)		(236.6)
Payment of dividends	(6.1)		(4.9)
Payment of debt issuance costs	—		(10.4)
Distributions to noncontrolling interest holders	(1.1)		(1.2)
Payment of dividends	(15.8)		(12.1)
Other financing	(3.4)		(4.6)
Distributions to noncontrolling interest holders	(3.1)		(2.6)
Net cash provided by (used in) financing activities	786.2		(13.1)
Other financing	(13.0)		(5.1)
Effect of foreign exchange rates on Cash and cash equivalents	(0.7)		22.4
Net cash provided by financing activities	227.3		40.6
Increase in Cash and cash equivalents	$	818.9	$	42.0
Effect of foreign exchange rates on Cash and cash equivalents	40.1		(3.2)
(Decrease) increase in Cash and cash equivalents	$	(31.1)	$	151.7

(1) Numbers may not sum due to rounding.

Cash flows from operating activities can fluctuate significantly from period to period due to changes in working capital and the timing of payments for items such as pension funding, asbestos-related costs and restructuring program funding. Changes in significant operating cash flow items are discussed below.

•Operating cash flow for the ~~nine~~three months ended ~~October~~April 3, ~~2025~~2026 ~~decreased~~increased compared to the same period in the prior year ~~period~~primarily due to ~~higher~~favorable ~~purchases~~working ofcapital ~~inventory~~movements inand ~~advance~~higher ofnon-cash ~~tariff,~~expenses ~~higher~~related ~~interest~~to ~~expenses~~depreciation and ~~transaction~~amortization ~~costs~~partially ~~associated~~offset ~~with~~by ~~acquisition~~the ~~activity~~decline in net income.

•Discontinued operations for the ~~nine~~three months ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025 included outflows of $104.83 million and $122.13 million, respectively, which were primarily asbestos-related.

•Restructuring initiative payments were $89.81 million and $83.3 million for the ~~nine~~three months ended ~~October~~April 3, ~~2025~~2026 and ~~September~~April 274, ~~2024~~2025, respectively. ~~These~~Refer ~~payments~~to ~~included~~Note ~~severance and other termination benefits~~8, ~~including~~“Accrued ~~outplacement~~and ~~services~~Other asliabilities” ~~well~~in as the ~~cost~~accompanying ofNotes ~~relocating~~contained ~~associates,~~elsewhere ~~relocating equipment and other costs~~ in ~~connection~~this ~~with~~Form ~~the~~10-Q ~~closure~~for ~~and~~additional ~~optimization of facilities and product lines~~information.

Cash flows used in investing activities during the ~~nine~~three months ended ~~October~~April 3, ~~2025~~2026 ~~primarily comprise approximately $440 million of cash used for the acquisitions of Bavaria, DeltaP, Aktiv~~ and ~~EWM and during the nine months ended September 27~~April 4, ~~2024~~2025 ~~included~~are ~~approximately~~primarily ~~$87~~comprised ~~million~~ of ~~cash~~purchases ~~used for the acquisition~~ of ~~Sager~~property, ~~S.A.~~plant and ~~ESAB Bangladesh~~equipment.

~~Our~~ Cash ~~and~~flows ~~cash~~provided ~~equivalents~~by asfinancing ofactivities ~~October 3,~~during ~~2025~~the ~~included~~three ~~$211.5 million~~months ~~held~~ended inApril ~~jurisdictions~~3, ~~outside~~2026 ~~the~~are ~~United~~primarily ~~States.~~comprised ~~Cash repatriation~~ of ~~non-United~~the ~~States~~proceeds ~~cash~~from ~~into~~borrowings on the ~~United~~2031 ~~States~~Senior ~~may~~Notes bepartially ~~subject~~offset toby ~~withholding~~net ~~taxes,~~repayments ~~other~~of ~~local~~borrowings ~~statutory~~on ~~restrictions~~the revolving facilities and ~~minority~~debt ~~owner~~issuance ~~distributions~~costs.

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Our Cash and cash equivalents as of April 3, 2026 included $193.8 million held in jurisdictions outside the United States. Cash repatriation of non-United States cash into the United States may be subject to withholding taxes, other local statutory restrictions and minority owner distributions.

Critical Accounting Policies and Estimates

The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact on our results of operations and financial position. We evaluate our estimates and judgments on an ongoing basis. Our estimates are based upon our historical experience, our evaluation of business and macroeconomic trends and information from other outside sources, as appropriate. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what our management anticipates, and different assumptions or estimates about the future could have a material impact on our results of operations and financial position.

There have been no other significant additions or changes to the methods, estimates and judgments included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies” in the ~~2024~~2025 Form 10-K.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in foreign currency exchange rates and commodity prices that could impact our results of operations and financial condition. We address our exposure to these risks through our normal operating and financing activities. We do not enter into derivative contracts for trading purposes.

Interest Rate Risk

WeIn 2025, we entered into ~~certain~~a ~~Term~~term ~~Loans~~loan facility and a ~~Revolving~~revolving ~~Facility~~credit facility pursuant to the terms of the A&R Credit Agreement. Refer to Note 109, “Debt” in the accompanying Notes contained elsewhere in this Form 10-Q for additional information ~~regarding our Facilities~~. We are exposed to interest rate risk on the variable-rate term loans under these ~~Facilities~~facilities. A hypothetical increase in interest rates of 1% during the ~~nine~~three months ended ~~October~~April 3, ~~2025~~2026 would have increased annual interest expense by approximately $3.6 million. ToA ~~mitigate~~hypothetical ~~our~~increase ~~interest risk,~~ in ~~July 2022, we entered into two~~ interest ~~rate~~rates ~~swaps to hedge approximately $600 million~~ of ~~our~~1% ~~floating-rate~~during ~~debt. In April 2024,~~ the ~~Company~~three ~~issued~~months ~~the~~ended ~~Senior~~April ~~Notes~~4, ~~the~~2025 ~~proceeds~~would ofhave ~~which~~increased ~~paid~~annual ~~off~~interest ~~the~~expense ~~Term~~by ~~A-3~~approximately ~~Facility. As a result, the Company terminated one of these swaps hedging only~~ $~~300~~3.8 million ~~of our floating-rate debt~~. The remaining swap matured during the first quarter in 2025, therefore no remaining interest rate swaps remained as of quarter end. See Note 11, “Derivatives” in our Notes contained elsewhere in this Form 10-Q for additional information.

Exchange Rate Risk

We have manufacturing sites throughout the world and sell our products globally. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. Dollar and against the currencies of other countries in which we manufacture and sell products and services. During the ~~nine~~three months ended ~~October~~April 3, ~~2025~~2026, approximately 79% of our sales were derived from operations outside the United States. We have significant manufacturing operations in European countries that are not part of the Eurozone. Sales are more highly weighted toward the Euro and U.S. Dollar. We also have significant contractual obligations in U.S. Dollars that are met with cash flows in other currencies as well as U.S. Dollars. To better match revenue and expense as well as cash needs from contractual liabilities, we regularly enter into currency swaps and forward contracts.

We also face exchange rate risk from our investments in subsidiaries owned and operated in foreign countries. The effect of a change in currency exchange rates on our net investment in international subsidiaries is reflected in the ~~AOCI~~AOCL component of Equity. A 10% depreciation in major currencies relative to the U.S. Dollar as of ~~October~~April 3, 2026 would result in a reduction in Equity of approximately $244 million. A 10% depreciation in major currencies relative to the U.S. Dollar as of April 4, 2025 would result in a reduction in Equity of approximately $~~240~~183 million. As of ~~October~~April 3, ~~2025~~2026, we have six fixed-to-fixed cross-currency swaps, which are expected to provide a hedge to a portion of our European net asset position. See Note 1110, “Derivatives” in our Notes contained elsewhere in this Form 10-Q for additional information.

We also face exchange rate risk from intercompany transactions between affiliates. Although we use the U.S. Dollar as our functional currency for reporting purposes, we have manufacturing sites throughout the world, and a substantial portion of our costs are incurred and sales are generated in foreign currencies. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. Dollars using exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. Dollar. Similarly, tax costs may increase or decrease as local currencies strengthen or weaken against the U.S. Dollar.

Commodity Price Risk

We are exposed to changes in the prices of raw materials used in our production processes. To manage commodity price risk, we periodically enter into fixed price contracts directly with suppliers.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive and ~~Chief~~interim ~~Financial~~principal ~~Officer~~financial officer), we have evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~October~~April 3, ~~2025~~2026. Based upon that evaluation, our Chief Executive Officer ~~and Chief Financial Officer~~ concluded that our disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed in this report on Form 10-Q has been recorded, processed, summarized and reported as of the end of the period covered by this report on Form 10-Q.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ~~and Chief Financial Officer~~, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

A discussion of legal proceedings is incorporated by reference to Note 1413, “Commitments and Contingencies” in the Notes included in Part I. Item 1. “Financial Statements” of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In addition to the information set forth in this Quarterly Report on Form 10-Q, including under “Management Discussion and Analysis of Financial Condition and Results of Operations - Special Note Regarding Forward Looking Statements,” in Part I. Item 2, you should carefully consider the factors discussed in the “Risk Factors” section of the Company’s ~~2024~~2025 Form 10-K filed with the SEC on February 20, ~~2025~~2026, as ~~updated~~supplemented bybelow ~~the~~with ~~“Risk~~respect ~~Factors”~~to ~~section~~the inacquisition ~~Part II. Item 1A~~ of ~~the~~Eddyfi ~~Company’s~~Technologies ~~Form 10-Q for~~ (the ~~quarterly~~“Acquisition” ~~period~~or ~~ended April 4, 2025 filed with the SEC on May 1, 2025~~“Eddyfi”).

The parties to the Acquisition may be unable to satisfy the conditions to the completion of the Acquisition and the Acquisition may not be completed.

Completion of the Acquisition is conditioned on, among other things, (i) the accuracy of the representations and warranties of each party to the Share Purchase Agreement (the “SPA”), dated as of January 31, 2026, among ESAB, 9559-2796 Québec Inc., a corporation governed by the laws of the Province of Québec and a wholly owned indirect subsidiary of ESAB (the “Purchaser”), the vendors party thereto, and certain of their affiliates and representatives party thereto (subject to specified materiality standards); (ii) compliance by each party in all material respects with its covenants; (iii) regulatory approvals, (iv) there being no order by a governmental authority prohibiting or restricting the consummation of the Acquisition and the other transactions contemplated by the SPA, and (v) the delivery of certain items as set out in the SPA to the relevant parties. These and other conditions to the completion of the Acquisition may fail to be satisfied.

Satisfying the conditions to and completion of the Acquisition may take longer, and could cost more, than we expect. Any delay in completing the Acquisition or any additional conditions imposed in order to complete the Acquisition may materially adversely affect the synergies and other benefits that we expect to achieve if the Acquisition and the integration of the Eddyfi business are completed within the expected timeframe.

We may fail to realize all of the anticipated benefits of the Acquisition or those benefits may take longer to realize than expected.

We believe that there are significant operational and financial benefits resulting from the Acquisition. However, the efforts to realize these benefits could be a complex process and the failure to do so effectively or in a timely manner may negatively affect our earnings. The full benefits of the Acquisition, including the anticipated operational synergies and market expansion, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the Acquisition could adversely affect our results of operations or cash flows, cause dilution to our earnings per share and decrease or delay any accretive effect of the Acquisition. In addition, we have diverted, and will continue to divert, significant management resources towards the completion of the Acquisition, which could adversely affect our business and results of operations.

Eddyfi may have liabilities that are not known, probable or estimable at this time.

As a result of the Acquisition, we will effectively assume some or all of Eddyfi’s liabilities, whether or not currently known. There may be claims, assessments or liabilities that we did not discover or identify in the course of performing due diligence investigations of Eddyfi. In addition, there may be liabilities that are neither probable nor estimable at this time, which may become probable and estimable in the future. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business. We may uncover additional information about Eddyfi that adversely affects, such as unknown, unasserted or contingent liabilities and issues relating to compliance with applicable laws.

We have incurred, and expect to continue to incur, transaction costs in connection with the Acquisition.

In connection with the Acquisition, we have incurred and expect to continue to incur costs and expenses, including financial advisory, legal, accounting, consulting and other advisory fees and expenses and other related charges. In addition, we may incur one-time charges as a result of costs associated with the Acquisition. We will not be able to quantify the exact amount of these charges or the period in which they will be incurred until after the Acquisition is completed. Some of the factors affecting the costs associated with the Acquisition include the timing of the completion of the Acquisition. While we have assumed that a certain level of expenses will be incurred in connection with the Acquisition, there are many factors that could affect the total amount. There may also be additional unanticipated significant costs in connection with the Acquisition that we do not anticipate and may not be able to fully recover. These costs and expenses could reduce the benefits and income we expect to achieve from the Acquisition.

Historical financial statements of Eddyfi and pro forma financial information about the Acquisition have not been disclosed to investors and will not be made available until after the Acquisition has been completed.

We have not publicly disclosed the historical financial statements of Eddyfi or pro forma financial information about the Acquisition and investors do not have the benefit of such historical financial statements or pro forma financial information in deciding to invest in our common stock. Accordingly, when deciding whether to purchase our common stock, you should consider the fact that there is very limited public information related to Eddyfi or its anticipated impact on our financial results. We are required to file historical financial statements of Eddyfi and pro forma financial information with the SEC no later than 75 days after the closing of the Acquisition. Once the financial results of Eddyfi have been included in our financial results, our financial statements will differ significantly from our historical financial statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

(a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2026, Olivier Biebuyck, President, Fabrication Technology of the Company, notified the Company that he is resigning to pursue an opportunity as the Chief Executive Officer at another company. Mr. Biebuyck’s last day of employment with the Company is expected to be on or about May 31, 2026.

Separately, on May 7, 2026, the Company announced the appointment of Ranjana Bhagwakar as Executive Vice President, Business Operations effective early July 2026. Ms. Bhagwakar currently serves as Chief Lean & Transformation Officer at GE Healthcare, leading the company’s global business transformation efforts. She previously held leadership roles at Veralto Corporation and Danaher Corporation, where she served as Group Chief Financial Officer and Vice President across multiple platforms.

During the three months ended ~~October~~April 3, ~~2025~~2026, none of our directors or officers adopted, modified or terminated a Rule 10b5-1 or non-Rule 10b-5 trading arrangement as defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

Exhibit No.			Exhibit Description
10.1			Amended and Restated Credit Agreement, dated October 16, 2025, by and among ESAB Corporation, as the lead borrower, the other loan parties from time to time party thereto, including certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the co-syndication agents, joint bookrunners and joint lead arrangers named therein (incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on October 16, 2025).
2.1			Share Purchase Agreement, dated January 31, 2026, by and among the Company, the Purchaser, the Vendors and the Vendors’ Representatives. (incorporated by reference to Exhibit 2.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on February 2, 2026).
31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4.1			Indenture, dated as of March 26, 2026, by and among ESAB Corporation, as issuer, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on March 26, 2026).
31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4.2			Form of Global Note (included in Exhibit 4.1). (incorporated by reference to Exhibit 4.2 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on March 26, 2026).
32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1#			ESAB Corporation Amended and Restated Executive Severance Plan
32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.2#			Offer letter from ESAB Corporation to Brent Jones, dated March 30, 2026
31.1			Certification of Chief Executive Officer and Interim Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of Chief Executive Officer and Interim Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document.
101.CAL			Inline XBRL Extension Calculation Linkbase Document.
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q for the quarter ended ~~October~~April 3, ~~2025~~2026 is formatted in Inline XBRL (included as Exhibit 101).

43# Indicates management contract or compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Registrant: ESAB Corporation

By:

/s/ Shyam P. Kambeyanda

President and Chief Executive Officer

Shyam P. Kambeyanda

(Principal Executive Officer and Interim Principal Financial Officer)

~~October~~May 297, ~~2025~~2026

/s/ Kevin Johnson

Chief Financial Officer

/s/ Julie Han

Controller and Chief Accounting Officer

Kevin Johnson

(Principal Financial Officer)

October 29, 2025

Julie Han

(Principal Accounting Officer)

May 7, 2026

/s/ Renato Negro

Controller and Chief Accounting Officer

Renato Negro

(Principal Accounting Officer)

October 29, 2025

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Filing Compare · ESAB Corp