Campion Michele 4

What Happened Michele Campion, Chief Human Resources Officer of ESAB Corporation (ESAB), had 1,835 restricted stock units (RSUs convertable to common shares) vest on May 12, 2026. Of those vested shares, 902 shares were withheld by the company to satisfy the reporting person's tax withholding obligation, valued at $94.20 per share for a total tax withholding of $84,968. No shares were sold on the open market by the reporting person to cover the tax liability.

Key Details

• Transaction date: May 12, 2026 (Form 4 filed May 13, 2026 — filing appears timely).
• Vesting/conversion: 1,835 RSUs converted into 1,835 shares (reported as derivative exercise/conversion).
• Tax withholding: 902 shares withheld at $94.20/share = $84,968 (reported as disposition to satisfy tax liability).
• Reported price for the derivative conversion: $0.00 (reflects conversion of RSUs to shares, not a market purchase).
• Shares owned after the transaction: not specified in the filing.
• Footnotes:
  • F1: Each RSU represents a contingent right to one common share.
  • F2: Withheld shares represent net share settlement to satisfy tax liability; no shares were sold by the reporting person.
  • F3: The award vests in three equal annual installments beginning on the third anniversary of the grant date; remaining RSUs from this award will vest on May 12, 2027.

Context This was a routine vesting/net settlement of RSUs, not an open-market purchase or sale. The withholding is a common cashless/net-settlement mechanism to cover taxes and does not necessarily indicate a change in insider sentiment. The derivative entries reflect conversion of RSUs into shares rather than exercise of stock options for cash.