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ESAB Corp·4

Mar 2, 4:29 PM ET

Campion Michele 4

4 · ESAB Corp · Filed Mar 2, 2026

Research Summary

AI-generated summary of this filing

Updated

ESAB CHRO Michele Campion Exercises Options, Sells Shares

What Happened

  • Michele Campion, Chief Human Resources Officer of ESAB Corporation, reported exercising 7,196 employee stock options on Feb 27, 2026 at an exercise price of $47.34 per share (aggregate cash cost ≈ $340,659).
  • Following the exercise, 4,300 shares were withheld by ESAB to satisfy the exercise price and tax liability (value reported ≈ $527,309) and additional shares were sold in the open market (2,200 shares for $269,786 and 2,896 shares for ~$355,139; total open-market proceeds ≈ $624,925).
  • The filing also shows two grants on Feb 26, 2026: 5,641 and 1,624 restricted stock units (RSUs) (derivative awards, $0 reported), which vest in installments per the footnotes.

Key Details

  • Transaction dates: Feb 26–27, 2026; Form 4 filed Mar 2, 2026 (appears timely).
  • Option exercise: 7,196 shares exercised at $47.34/share (≈ $340,659).
  • Shares withheld for tax/exercise: 4,300 shares withheld (≈ $527,309) — these were not sold by the reporting person (net share settlement).
  • Open-market sales: 2,200 shares @ $122.63 (≈ $269,786) and 2,896 shares @ weighted avg ~$122.63 (≈ $355,139); sales effected pursuant to a Rule 10b5-1 trading plan.
  • Grants: 5,641 RSUs and 1,624 RSUs granted on Feb 26, 2026 (vest in three equal annual installments per footnotes).
  • Shares owned after the transactions: not stated in the Form 4 filing.
  • Notable footnotes: F1 (sales under 10b5-1 plan), F2 (shares withheld for tax/exercise; no sale by the insider to cover liability), F3 (weighted-average sale price range disclosure), F4–F7 (vesting schedules and RSU details).

Context

  • This is effectively a cashless/net-share exercise: options were exercised (insider paid the exercise price), the company withheld shares to cover taxes and exercise costs, and additional shares were sold under a pre-established 10b5-1 plan.
  • Exercises and net settlements are common executive compensation events and do not by themselves indicate a change in insider sentiment. The open-market sales were made under a 10b5-1 plan (routine trading plan), per the filing.

Insider Transaction Report

Form 4
Period: 2026-02-26
ESAB CorpESAB
Campion Michele
Chief Human Resources Officer
Transactions
  • Sale

    Common stock, par value $0.001

    [F1]
    2026-02-27$122.63/sh−2,200$269,786→ 11,193 total
  • Exercise/Conversion

    Common stock, par value $0.001

    2026-02-27$47.34/sh+7,196$340,659→ 18,389 total
  • Tax Payment

    Common stock, par value $0.001

    [F2]
    2026-02-27$122.63/sh−4,300$527,309→ 14,089 total
  • Sale

    Common stock, par value $0.001

    [F1][F3]
    2026-02-27$122.63/sh−2,896$355,139→ 11,193 total
  • Award

    Employee Stock Option (right to buy)

    [F4]
    2026-02-26+5,641→ 5,641 total
    Exercise: $124.87From: 2027-03-01Exp: 2033-02-25→ Common stock, par value $0.001 (5,641 underlying)
  • Award

    Restricted Stock Units

    [F5][F6]
    2026-02-26+1,624→ 1,624 total
    From: 2027-03-01Exp: 2029-03-01→ Common stock, par value $0.001 (1,624 underlying)
  • Exercise/Conversion

    Employee Stock Options (right to buy)

    [F7]
    2026-02-27−7,196→ 0 total
    Exercise: $47.34From: 2023-05-12Exp: 2029-05-11→ Common stock, par value $0.001 (7,196 underlying)
Footnotes (7)
  • [F1]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
  • [F2]Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the tax liability and exercise price associated with the reporting person's exercise of employee stock options. No shares were sold by the reporting person to satisfy the exercise price or this tax liability.
  • [F3]The price reported in this row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.630 to $122.670, inclusive. The reporting person undertakes to provide to ESAB Corporation, any security holder of ESAB Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
  • [F4]These employee stock options vest and become exercisable in three equal, annual installments on the first day month following each of the first, second and third anniversaries of the date of grant.
  • [F5]Each restricted stock unit represents a contingent right to receive one share of common stock of ESAB Corporation.
  • [F6]These restricted stock units vest in three equal, annual installments on the first day of the month following each of the first, second and third anniversaries of the date of grant.
  • [F7]These employee stock options vested and became exercisable in three equal, annual installments beginning on the first anniversary of the grant date.
Signature
/s/ Curtis E. Jewell, Attorney-in-Fact|2026-03-02

Documents

1 file
  • 4
    wk-form4_1772486978.xmlPrimary

    FORM 4