Johnson Kevin J 4

What Happened
Kevin J. Johnson, Chief Financial Officer of ESAB Corp (ESAB), exercised 9,139 employee stock options on 2026-02-06. The exercise had an aggregate exercise cost of $306,065 (9,139 shares × $33.49). To satisfy the exercise price and tax withholding, ESAB withheld 5,645 shares (reported at $135.00 each, $762,075). Separately, Johnson sold 3,494 shares in an open-market transaction at $134.62 per share for proceeds of about $470,362. The net result of the transaction series was a cashless/net-settlement exercise (the exercised shares were used to cover obligations rather than leaving him with additional shares).

Key Details

• Transaction date: February 6, 2026; Form 4 filed: February 9, 2026 (timely filing).
• Option exercise (code M): 9,139 shares at $33.49 (exercise cost $306,065).
• Tax/exercise withholding (code F): 5,645 shares withheld at $135.00 (value $762,075). Footnote F1: shares were withheld by ESAB to satisfy tax liability/exercise price; no shares were sold by the reporting person to cover those obligations.
• Open-market sale (code S): 3,494 shares at $134.62 (proceeds ~$470,362). Footnote F2: sale executed pursuant to a pre-established Rule 10b5-1 trading plan.
• Derivative reporting: an M entry also reports conversion of 9,139 derivative units (mechanical reporting of the option conversion).
• Shares owned after transaction: not specified in the provided summary of the filing.

Context

• This was an option exercise with net-share settlement: ESAB withheld shares to cover the exercise price and taxes and separate shares were sold under a 10b5-1 plan. That pattern is common for employees exercising options and does not on its own indicate a change in insider sentiment.