Johnson Kevin J 4

4 · ESAB Corp · Filed Mar 11, 2026

AI-generated summary of this filing

Updated Mar 12, 2026

ESAB CFO Kevin J. Johnson Receives Award and Converts Derivatives

What Happened

Kevin J. Johnson, Chief Financial Officer of ESAB Corporation (ESAB), received shares from vesting awards and conversion of derivatives on March 9, 2026. The filing shows 7,582 shares issued as an award (restricted stock units) and 2,006 shares from exercise/conversion of a derivative — a total of 9,588 shares credited.
To cover tax liabilities related to vesting/conversion, ESAB withheld 986 shares (value reported at $107.02/share = $105,522) and 3,727 shares (value reported at $107.02/share = $398,864), a combined withholding of 4,713 shares (~$504,386). No open-market sales were made by the insider; the company performed a net share settlement to satisfy taxes.

Key Details

Transaction date: March 9, 2026; Form 4 filed March 11, 2026 (appears timely).
Transactions recorded: conversion/exercise of derivative (M) for 2,006 shares; grant/award (A) of 7,582 RSUs; tax/withholding settlements (F) of 986 and 3,727 shares at $107.02/share.
Shares acquired (gross): 9,588; shares withheld for taxes: 4,713; implied net shares retained: 4,875.
Footnotes: RSUs represent a contingent right to one share (F1). Withheld shares reflect net share settlement to satisfy tax liability; no shares were sold on the open market to cover taxes (F2, F4). The awards include performance-based RSUs that vested after certification (F3) and time-based RSUs that fully vested on March 8, 2026 (F5).
Shares owned after the transaction: not explicitly reported on the Form 4.

Context

This filing reflects compensation vesting and conversion activity (award vesting and derivative conversion), not an open-market sale or purchase — a common, non-speculative insider event tied to pay. The net share settlement (company withholding shares for taxes) is routine and should not be read as a market sale by the insider.

Form 4

Period: 2026-03-09

Chief Financial Officer

Transactions

Exercise/Conversion
Common stock, par value $0.001
[F1]
2026-03-09+2,006→ 29,692 total
Tax Payment
Common stock, par value $0.001
[F2]
2026-03-09$107.02/sh−986$105,522→ 28,706 total
Award
Common stock, par value $0.001
[F3]
2026-03-09+7,582→ 36,288 total
Tax Payment
Common stock, par value $0.001
[F4]
2026-03-09$107.02/sh−3,727$398,864→ 32,561 total
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-03-09−2,006→ 0 total
From: 2024-03-08Exp: 2026-03-08→ Common stock, par value $0.001 (2,006 underlying)

Footnotes (5)

[F1]Each restricted stock unit represents a contingent right to receive one share of common stock of ESAB Corporation.
[F2]Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability based upon the vesting of restricted stock units. No shares were sold by the reporting person to satisfy this tax liability.
[F3]Represents shares vested pursuant to performance-based restricted stock units granted on March 8, 2023, which vesting was subject to the certification of certain performance criteria. The award vested on March 8, 2026.
[F4]Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability based upon the vesting of performance-based restricted stock units. No shares were sold by the reporting person to satisfy this tax liability.
[F5]This award represents restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. All remaining restricted stock units from this award vested on March 8, 2026.

Signature

/s/ Curtis E. Jewell, Attorney-in-Fact|2026-03-11

1 file