Form 8-K

8-K — ESAB Corp

Accession: 0001877322-26-000055

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001877322

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — esab-20260806.htm (Primary)

EX-99.1 (q22026earningspressrelease.htm)

GRAPHIC (esabcorplogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: esab-20260806.htm · Sequence: 1

esab-20260806

false0001877322August 6, 2026August 6, 202600018773222026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

ESAB Corporation

(Exact name of registrant as specified in its charter)

Delaware 001-41297 87-0923837

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation) File Number) Identification No.)

909 Rose Avenue, 8th Floor

North Bethesda, MD 20852

(Address of Principal Executive Offices) (Zip Code)

(301) 323-9099

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 6, 2026, the Company issued a press release reporting financial results for the second quarter ended July 3, 2026. A copy of the Company's press release is attached to this report as Exhibit 99.1 and is incorporated into Item 2.02 of this report by reference. The Company has scheduled a conference call for 8:00 a.m. Eastern on August 6, 2026 to discuss its financial results.

The information furnished in this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set for by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 ESAB Corporation press release dated August 6, 2026, reporting financial results for the second quarter ended July 3, 2026

104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL

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 hereunto duly authorized.

Date: August 6, 2026

ESAB Corporation

By: /s/ Julie Han

Name: Julie Han

Title: Controller and Chief Accounting Officer

(Principal Accounting Officer)

EX-99.1

Filename: q22026earningspressrelease.htm · Sequence: 2

Document

ESAB Corporation Announces Second Quarter 2026 Results

•Record total sales increased 12.9%, with core organic sales up 2.5%

•Core organic growth in both segments

•Closed Eddyfi ahead of schedule

•Updating 2026 outlook

North Bethesda, MD, August 6, 2026 -- ESAB Corporation (“ESAB” or the “Company”) (NYSE: ESAB), a focused premier industrial compounder, today announced financial results for the second quarter of 2026.

ESAB reported record second quarter sales of $808 million, an increase of 12.9% on a reported basis or an increase of 2.5% on a core organic growth basis before acquisitions and currency translation, as compared to the prior year quarter. ESAB also reported second quarter net income from continuing operations attributable to ESAB of $35 million or $0.54 diluted earnings per share and core adjusted net income of $83 million or $1.33 diluted earnings per share, down 1% on a year-over-year basis. Core adjusted EBITDA of $150 million rose 8.0% and core adjusted EBITDA margin decreased by 90 basis points on a year-over-year basis to 19.5%, reflecting transitory price/cost neutrality, and targeted commercial investments for equipment growth.

"ESAB delivered a record second quarter, with a solid return to organic growth in both regions, underscoring the strength of our platform even in a challenging macro environment. These results reflect the strength of our teams and the value of our unrivaled workflow solution that addresses our customers' most complex issues. Despite a challenging environment in the Middle East, our performance exceeded expectations, with particular strength in North America and Asia and a resilient Europe. We expect to mitigate the transitory cost inflation related to logistics and commodity price increases over the next few quarters," said Shyam P. Kambeyanda, ESAB President and CEO.

"We are also pleased to have closed our acquisition of Eddyfi one month ahead of schedule," Kambeyanda added. "This is a defining step in our strategy to extend our workflow solutions into compelling new adjacencies that shape ESAB into a higher-growth, higher-margin enterprise. Our performance this quarter reaffirms my full confidence in achieving our long-term financial targets as we continue to focus on organic growth, margin expansion, and deleveraging the business to create sustainable, long-term shareholder value."

Updating Full Year 2026 Outlook

ESAB has updated its full-year 2026 outlook, which now projects total core sales growth of 11.0% to 14.0%, an increase from the previous guidance of 6.0% to 9.0%. Within this growth, core organic sales remains 2.0% to 4.0%, while the contribution from M&A has been revised upward to approximately 9.0% from 4.0%, and the anticipated FX impact has remained the same with the prior range of 0.0% to 1.0%. Consequently, the company has raised its core adjusted EBITDA forecast to a range of $615 million to $625 million, up from the previous $575 million to $595 million, while the outlook for core adjusted EPS has been adjusted to a range of $5.40 to $5.50.

About ESAB Corporation

Founded in 1904, ESAB Corporation is a focused industrial compounder. The Company’s rich history of innovative products, workflow solutions and its business system ESAB Business Excellence (“EBXai”), enables the Company’s purpose of Shaping the world we imagineTM. ESAB Corporation is based in North Bethesda, Maryland and employs approximately 11,300 associates and serves customers in approximately 150 countries. To learn more, visit www.ESABcorporation.com.

Conference Call and Webcast

The Company will hold a conference call to discuss its second quarter 2026 results beginning at 8:00 a.m. Eastern on Thursday, August 6, 2026, which will be open to the public by calling +1-888-550-5302 (U.S. callers) and +1-646-960-0685 (International callers) and referencing the conference ID number 4669992 and through webcast via ESAB’s website www.ESABcorporation.com under the “Investors” section. Access to a supplemental slide presentation can also be found on ESAB's website under the same heading. Both the audio of this call and the slide presentation will be archived on the website later today and will be available until the next quarterly call. The Company’s quarterly report on Form 10-Q for the fiscal quarter ended July 3, 2026, filed August 6, 2026, is also available on ESAB’s website under the “Investors” section.

Non-GAAP Financial Measures and Other Adjustments

ESAB has provided in this press release financial information that has not been prepared in accordance with accounting principles generally accepted in the United States (“non-GAAP”). ESAB presents some of these non-GAAP financial measures including and excluding Russia due to economic and political volatility caused by the war in Ukraine, which results in enhanced investor interest in this information. Core non-GAAP financial measures exclude Russia for the three and six months ended July 3, 2026 and July 4, 2025. These non-GAAP financial measures may include one or more of the following: adjusted net income from continuing operations, Core adjusted net income from continuing operations, adjusted EBITDA (earnings before interest, taxes, Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories, depreciation and other amortization and compensation expense related to the Performance Option Awards), Core adjusted EBITDA, organic sales, Core organic sales, adjusted free cash flow and ratios based on the foregoing measures. ESAB also provides adjusted EBITDA and adjusted EBITDA margin on a segment basis, as well as Core adjusted EBITDA and Core adjusted EBITDA margin on a segment basis.

Adjusted net income from continuing operations represents Net income from continuing operations attributable to ESAB Corporation, excluding Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories and compensation expense related to the Performance Option Awards. Adjusted net income, includes the tax effect of non-GAAP adjusting items at applicable tax rates and excludes the impact of discrete tax charges or gains in each period. ESAB also presents adjusted net income margin from continuing operations, which is subject to the same adjustments as adjusted net income from continuing operations. Adjusted net income per diluted share from continuing operations is a calculation of adjusted net income from continuing operations over the weighted-average diluted shares outstanding. ESAB also presents Core adjusted net income from continuing operations and Core adjusted net income per share - diluted from continuing operations, which are subject to the same adjustments as Adjusted net income from continuing operations and Adjusted net income per diluted share from continuing operations, further removing the impact of Russia for the three and six months ended July 3, 2026 and July 4, 2025. We present the earnings per share-related non-GAAP measures on a basis that assumes the MCPS had already been converted as of the beginning of the applicable period (and accordingly also exclude the dividends accrued on the MCPS during such period, since such dividends would no longer be paid once the MCPS convert). We believe this presentation provides useful information to investors by helping them understand what the net impact will be on ESAB’s earnings per share - related measures once the MCPS convert into ESAB’s common stock.

Adjusted EBITDA excludes from Net income from continuing operations the effect of Income tax expense, Interest expense and other, net, Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories, depreciation and other amortization and compensation expense related to the Performance Option Awards. ESAB presents adjusted EBITDA margin, which is subject to the same adjustments as adjusted EBITDA. Further, ESAB presents these non-GAAP performance measures on a segment basis, which excludes the impact of Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories, depreciation and other amortization and compensation expense related to the Performance Option Awards from operating income. ESAB also presents Core adjusted EBITDA and Core adjusted EBITDA margin, which are subject to the same adjustments as Adjusted EBITDA and Adjusted EBITDA margin, respectively, further removing the impact of Russia for the three and six months ended July 3, 2026 and July 4, 2025.

ESAB presents organic sales, which excludes the impact of acquisitions and foreign exchange rate fluctuations and presents core organic sales, which further excludes the impact of the Russia business for the three and six months ended July 3, 2026 and July 4, 2025.

Adjusted free cash flow represents cash flows from operating activities excluding cash outflows related to discontinued operations and acquisition-related payments less purchases of property, plant and equipment.

These non-GAAP financial measures assist ESAB management in comparing its 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 the ongoing productivity and core business of the Company.

ESAB management also believes that presenting these measures allows investors to view its performance using the same measures that the Company uses in evaluating its 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 GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to GAAP results has been provided in the financial tables included in this press release.

Forward-Looking Statements

This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions, and other statements that are not historical or current fact. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including general risks and uncertainties such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to, risks related to the impact of the war in Ukraine and the conflict in the Middle East and the resulting escalating geopolitical tensions; impact of supply chain disruptions; the impact of creditworthiness and financial viability of customers; impact of inflationary pressures, tariffs and trade policies, foreign exchange fluctuations and commodity prices; other impacts on the Company’s business and ability to execute business continuity plans; and the other factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 20, 2026, and the Form 10-Q for the quarterly period ended April 3, 2026 filed with the SEC on May 7, 2026, as well as other risks discussed in the Company’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. The Company disclaims any duty to update the information herein.

Investor Relations Contact:

Mark Barbalato

Vice President, Investor Relations

E-mail: investorrelations@esab.com

Phone: 1-301-323-9098

Media Contact:

Tilea Coleman

Vice President, Corporate Communications

E-mail: mediarelations@esab.com

Phone: 1-301-323-9092

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS

Dollars in thousands, except per share data

(Unaudited)

Three Months Ended Six Months Ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Net sales $ 807,627 $ 715,586 $ 1,553,224 $ 1,393,724

Cost of sales 500,416 449,539 970,901 872,475

Gross profit 307,211 266,047 582,323 521,249

Selling, general and administrative expense 210,169 155,563 384,641 296,421

Restructuring and other related charges 18,317 1,390 28,478 5,889

Operating income 78,725 109,094 169,204 218,939

Interest expense and other, net 30,623 20,999 56,200 37,781

Income from continuing operations before income taxes 48,102 88,095 113,004 181,158

Income tax expense 11,701 18,283 24,812 38,782

Net income from continuing operations 36,401 69,812 88,192 142,376

Loss from discontinued operations, net of taxes (2,413) (1,708) (4,967) (4,440)

Net income 33,988 68,104 83,225 137,936

Income attributable to noncontrolling interest, net of taxes (1,634) (1,221) (3,227) (3,690)

Net income attributable to ESAB Corporation 32,354 66,883 79,998 134,246

Mandatory convertible preferred stock dividends (1,390) — (1,390) —

Net income attributable to common stockholders $ 30,964 $ 66,883 $ 78,608 $ 134,246

Earnings (loss) per share – basic

Income from continuing operations $ 0.54 $ 1.13 $ 1.36 $ 2.28

Loss on discontinued operations (0.04) (0.03) (0.08) (0.07)

Net income per share – basic $ 0.50 $ 1.10 $ 1.28 $ 2.21

Earnings (loss) per share – diluted

Income from continuing operations $ 0.54 $ 1.12 $ 1.35 $ 2.26

Loss on discontinued operations (0.04) (0.03) (0.08) (0.07)

Net income per share – diluted $ 0.50 $ 1.09 $ 1.27 $ 2.19

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Dollars in millions, except per share data

(Unaudited)

Three Months Ended(1)

Six Months Ended(1)

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Adjusted Net Income

Net income from continuing operations (GAAP) $ 36.4 $ 69.8 $ 88.2 $ 142.4

Income attributable to noncontrolling interest, net of taxes (1.6) (1.2) (3.2) (3.7)

MCPS dividends (1.4) — (1.4) —

Net income from continuing operations attributable to ESAB Corporation (GAAP) 33.4 68.6 83.6 138.7

Restructuring and other related charges – pretax(2)

18.3 1.4 28.5 5.9

Acquisition-amortization and other related charges – pretax(3)

41.3 21.6 68.9 31.2

Performance option awards compensation expense(4)

0.7 — 0.7 —

Tax effect on above items(5)

(14.8) (5.3) (23.7) (8.8)

Discrete tax adjustments(6)

3.8 — 3.8 —

MCPS dividends assuming "if-converted" method(7)

1.4 — 1.4 —

Adjusted net income from continuing operations (non-GAAP) 84.1 86.3 163.1 166.9

Adjusted net income from continuing operations attributable to Russia (non-GAAP)(8)

(1.3) (2.3) 0.2 (6.0)

Core adjusted net income from continuing operations (non-GAAP) $ 82.8 $ 84.0 $ 163.2 $ 160.9

Adjusted net income margin from continuing operations 10.4 % 12.0 % 10.5 % 12.0 %

Adjusted Net Income Per Share

Net income per share – diluted from continuing operations (GAAP) $ 0.54 $ 1.12 $ 1.35 $ 2.26

Restructuring and other related charges – pretax(2)

0.29 0.02 0.46 0.10

Acquisition-amortization and other related charges – pretax(3)

0.66 0.35 1.12 0.51

Performance option awards compensation expense(4)

0.01 — 0.01 —

Tax effect on above items(5)

(0.24) (0.09) (0.38) (0.14)

Discrete tax adjustments(6)

0.06 — 0.06 —

MCPS dividends assuming "if-converted" method(7)

0.02 — 0.02 —

Adjusted net income per share – diluted from continuing operations (non-GAAP) 1.35 1.40 2.64 2.72

Adjusted net income per share – diluted from continuing operations attributable to Russia (non-GAAP)(8)

(0.02) (0.04) — (0.10)

Core adjusted net income per share – diluted from continuing operations (non-GAAP) $ 1.33 $ 1.36 $ 2.64 $ 2.62

__________

(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, costs associated with disposing of discontinued products and other costs in connection with the closure and optimization of facilities and product lines.

(3) Includes transaction, diligence and integration expenses totaling $24.8 million and $35.1 million for the three and six months ended July 3, 2026, respectively, and $12.8 million and $14.2 million for the three and six months ended July 4, 2025, respectively. Additionally, it includes amortization of intangibles and fair value step up on acquired inventories totaling $16.5 million and $29.0 million for the three and six months ended July 3, 2026, respectively, and $8.8 million and $17.0 million for the three and six months ended July 4, 2025, respectively. Additionally, includes $4.8 million of bridge loan commitment fees related to the Eddyfi Technologies acquisition for the six months ended July 3, 2026.

(4) Represents the impact of the Performance Option Awards granted in June and July 2026. These awards were non-cash, one-time, non-recurring grants with a different structure and size than the Company’s annual equity compensation program.

(5) This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. ESAB estimates the tax effect of each adjustment by applying ESAB’s overall estimated effective tax rate to the pretax amount, unless the nature of the item and/or tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment. The MCPS dividends are not tax deductible and

therefore the tax effect of the adjustments reflected in the table above does not include any tax impact of the MCPS dividends.

(6) For 2026, discrete adjustments relate to tax effects from the Eddyfi transaction.

(7) In June 2026, the Company issued $175.0 million in aggregate liquidation preference of the MCPS. Dividends on the MCPS are payable on a cumulative basis at an annual rate of 6.50% on the liquidation preference of $1,000 per share. Unless earlier converted, each share of MCPS will automatically convert on approximately June 2029 into between 7.1806 and 8.2576 shares of ESAB's common stock, subject to further anti-dilution adjustments. The number of shares of ESAB's common stock issuable on conversion of the MCPS will be determined based on the volume weighted average price ("VWAP") per share of the Company's common stock over the 20 consecutive trading day period commencing on, and including, the 21st scheduled trading day immediately preceding the final dividend payment date. For the purposes of calculating adjusted net income per share, the Company has excluded the paid and anticipated MCPS cash dividends and assumed the 'if-converted' method of share dilution (the incremental shares of common stock deemed outstanding applying the 'if-converted' method of calculating share dilution are referred to as the 'Converted Shares'). Under this method, approximately 0.5 million and 0.3 million Converted Shares were included in weighted average diluted shares outstanding for the three and six months ended July 3, 2026, respectively. We believe this presentation provides useful information to investors by helping them understand what the net impact will be on ESAB’s earnings per share - related measures once the MCPS convert into ESAB’s common stock.

(8) Numbers calculated following the same definition as Adjusted net income from continuing operations for total Company.

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Dollars in millions

(Unaudited)

Three Months Ended July 3, 2026(1)

Six Months Ended July 3, 2026(1)

Americas EMEA & APAC Total Americas EMEA & APAC Total

Net income from continuing operations (GAAP) $ 36.4 $ 88.2

Income tax expense 11.7 24.8

Interest expense and other, net 30.6 56.2

Operating income (GAAP) $ 22.5 $ 56.2 $ 78.7 $ 57.7 $ 111.5 $ 169.2

Adjusted to add

Restructuring and other related charges(2)

18.3 — 18.3 27.3 1.2 28.5

Acquisition-amortization and other related charges(3)

18.2 23.1 41.3 25.9 38.3 64.1

Depreciation and other amortization 4.7 7.6 12.3 9.0 16.5 25.5

Performance option awards compensation expense(4)

0.3 0.4 0.7 0.3 0.4 0.7

Adjusted EBITDA (non-GAAP) 64.0 87.3 151.4 120.0 167.9 287.9

Adjusted EBITDA attributable to Russia (non-GAAP)(5)

— 1.8 1.8 — 2.5 2.5

Core adjusted EBITDA (non-GAAP) $ 64.0 $ 85.5 $ 149.6 $ 120.0 $ 165.4 $ 285.5

Adjusted EBITDA margin (non-GAAP) 20.3 % 17.8 % 18.7 % 19.9 % 17.7 % 18.5 %

Core adjusted EBITDA margin (non-GAAP)(6)

20.3 % 19.0 % 19.5 % 19.9 % 18.8 % 19.3 %

__________

(1) Numbers may not sum due to rounding.

(3) Includes transaction, diligence and integration expenses totaling $24.8 million and $35.1 million for the three and six months ended July 3, 2026, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $16.5 million and $29.0 million for the three and six months ended July 3, 2026, respectively.

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

(6) Net sales were $41.4 million and $72.5 million relating to Russia for the three and six months ended July 3, 2026, respectively.

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Dollars in millions

(Unaudited)

Three Months Ended July 4, 2025(1)

Six Months Ended July 4, 2025(1)

Americas EMEA & APAC Total Americas EMEA & APAC Total

Net income from continuing operations (GAAP) $ 69.8 $ 142.4

Income tax expense 18.3 38.8

Interest expense and other, net 21.0 37.8

Operating income (GAAP) $ 42.4 $ 66.7 $ 109.1 $ 85.7 $ 133.3 $ 218.9

Adjusted to add

Restructuring and other related charges(2)

0.5 0.9 1.4 2.2 3.7 5.9

Acquisition-amortization and other related charges(3)

10.0 11.5 21.6 15.7 15.5 31.2

Depreciation and other amortization 3.8 7.6 11.4 7.7 13.6 21.4

Adjusted EBITDA (non-GAAP) 56.8 86.7 143.5 111.3 166.1 277.4

Adjusted EBITDA attributable to Russia (non-GAAP)(4)

— 5.0 5.0 — 11.0 11.0

Core adjusted EBITDA (non-GAAP) $ 56.8 $ 81.7 $ 138.5 $ 111.3 $ 155.1 $ 266.4

Adjusted EBITDA margin (non-GAAP) 20.1 % 20.0 % 20.1 % 19.8 % 20.0 % 19.9 %

Core adjusted EBITDA margin (non-GAAP)(5)

20.1 % 20.6 % 20.4 % 19.8 % 20.4 % 20.1 %

(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 $12.8 million and $14.2 million for the three and six months ended July 4, 2025, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $8.8 million and $17.0 million for the three and six months ended July 4, 2025, respectively.

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

(5) Net sales were $37.1 million and $68.4 million relating to Russia for the three and six months ended July 4, 2025, respectively.

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Change in Net Sales

Dollars in millions

(Unaudited)

Net Sales(1)

Americas EMEA & APAC Total

$ Change % $ Change % $ Change %

For the three months ended July 4, 2025

$ 282.7 $ 432.9 $ 715.6

Components of Change:

Existing businesses (organic sales)(2)

13.9 4.9 % 4.0 0.9 % 17.9 2.5 %

Acquisitions(3)

9.6 3.4 % 46.0 10.6 % 55.5 7.8 %

Foreign currency translation(4)

9.7 3.4 % 8.9 2.1 % 18.6 2.6 %

Total Net sales growth 33.2 11.7 % 58.9 13.6 % 92.0 12.9 %

For the three months ended July 3, 2026

$ 315.9 $ 491.7 $ 807.6

(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.

Core Sales(1)(5)

Americas EMEA & APAC Total

$ Change % $ Change % $ Change %

For the three months ended July 4, 2025

$ 282.7 $ 395.7 $ 678.5

Components of Change:

Existing businesses (core organic sales)(2)

13.9 4.9 % 2.8 0.7 % 16.8 2.5 %

Acquisitions(3)

9.6 3.4 % 46.0 11.6 % 55.5 8.2 %

Foreign currency translation(4)

9.7 3.4 % 5.9 1.5 % 15.5 2.3 %

Total Core sales growth 33.2 11.7 % 54.6 13.8 % 87.8 12.9 %

For the three months ended July 3, 2026

$ 315.9 $ 450.4 $ 766.3

(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) Represents sales excluding Russia for the three months ended July 3, 2026 and July 4, 2025.

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Change in Net Sales

Dollars in millions

(Unaudited)

Net Sales(1)

Americas EMEA & APAC Total

$ Change % $ Change % $ Change %

For the six months ended July 4, 2025

$ 563.4 $ 830.3 $ 1,393.7

Components of Change:

Existing businesses (organic sales)(2)

11.8 2.1 % (6.5) (0.8) % 5.3 0.4 %

Acquisitions(3)

9.6 1.7 % 88.8 10.7 % 98.3 7.1 %

Foreign currency translation(4)

19.5 3.5 % 36.4 4.4 % 55.9 4.0 %

Total Net sales growth 40.9 7.3 % 118.6 14.3 % 159.5 11.4 %

For the six months ended July 3, 2026

$ 604.2 $ 949.0 $ 1,553.2

(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.

Core Sales(1)(5)

Americas EMEA & APAC Total

$ Change % $ Change % $ Change %

For the six months ended July 4, 2025

$ 563.4 $ 761.9 $ 1,325.3

Components of Change:

Existing businesses (core organic sales)(2)

11.8 2.1 % (2.5) (0.3) % 9.3 0.7 %

Acquisitions(3)

9.6 1.7 % 88.8 11.7 % 98.3 7.4 %

Foreign currency translation(4)

19.5 3.5 % 28.3 3.7 % 47.8 3.6 %

Total Core sales growth 40.9 7.3 % 114.6 15.0 % 155.4 11.7 %

For the six months ended July 3, 2026

$ 604.2 $ 876.5 $ 1,480.8

(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) Represents sales excluding Russia for the six months ended July 3, 2026 and July 4, 2025.

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Adjusted Free Cash Flow

Dollars in millions

(Unaudited)

Three Months Ended

Six Months Ended

July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025

Net cash provided by operating activities (GAAP) $ 33.4 $ 46.6 $ 80.3 $ 82.0

Purchases of property, plant and equipment (GAAP) (17.7) (9.2) (31.4) (16.5)

Payments related to discontinued operations 7.5 4.9 11.8 7.2

Acquisition-related payments(1)

18.2 4.0 20.2 4.0

Adjusted free cash flow (non-GAAP)(2)

$ 41.4 $ 46.4 $ 80.9 $ 76.8

(1) Represents payments related to due diligence, transaction and other related costs.

(2) Numbers may not sum due to rounding.

ESAB CORPORATION

2026 Outlook

Dollars in millions, except per share amounts

(Unaudited)

ESAB 2026 Outlook

Previous Guidance(1)

New Guidance

2025 Core net sales

$ 2,700.4 $ 2,700.4

Organic growth 2.0% - 4.0% 2.0% - 4.0%

Acquisitions

~4.0% ~9.0%

Currency

0.0% - 1.0% 0.0% - 1.0%

2026 Core net sales growth range

6.0% - 9.0% 11.0% - 14.0%

2025 Core adjusted EBITDA

$ 540.0 $ 540.0

2026 Core adjusted EBITDA range

$575 - $595 $615 - $625

2025 Core adjusted EPS

$ 5.27 $ 5.27

2026 Core adjusted EPS range

$5.70 - $5.90 $5.40 - $5.50

__________

(1) Excludes any impact from the Eddyfi acquisition or its related financing.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED BALANCE SHEETS

Dollars in thousands, except share and per share amounts

(Unaudited)

July 3, 2026 December 31, 2025

ASSETS

CURRENT ASSETS:

Cash and cash equivalents $ 217,491 $ 185,863

Trade receivables, less allowance for credit losses of $22,538 and $21,765

554,147 451,298

Inventories, net 581,541 481,765

Prepaid expenses 84,482 66,103

Other current assets 90,802 76,876

Total current assets 1,528,463 1,261,905

Property, plant and equipment, net 389,848 381,876

Goodwill 2,746,209 1,949,702

Intangible assets, net 1,372,088 673,006

Lease assets - right of use 143,382 113,310

Other assets 382,621 386,295

Total assets $ 6,562,611 $ 4,766,094

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Current portion of debt $ 5,940 $ 2,412

Accounts payable 407,428 360,391

Accrued liabilities 365,639 301,986

Total current liabilities 779,007 664,789

Long-term debt 2,391,350 1,232,540

Other liabilities 808,037 657,236

Total liabilities 3,978,394 2,554,565

Equity:

Preferred stock, $0.001 par value, 20,000,000 shares authorized:

6.50% Series A Mandatory Convertible Preferred Stock , 175,000 shares issued and outstanding at July 3, 2026; no shares issued or outstanding at December 31, 2025

171,097 —

Common stock - $0.001 par value - 600,000,000 shares authorized, 62,167,669 and 60,721,079 shares outstanding as of July 3, 2026 and December 31, 2025, respectively

62 61

Additional paid-in capital 2,049,885 1,904,889

Retained earnings 865,809 800,806

Accumulated other comprehensive loss (548,172) (539,716)

Total ESAB Corporation equity 2,538,681 2,166,040

Noncontrolling interest 45,536 45,489

Total equity 2,584,217 2,211,529

Total liabilities and equity $ 6,562,611 $ 4,766,094

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS

Dollars in thousands

(Unaudited)

Six Months Ended

July 3, 2026 July 4, 2025

Cash flows from operating activities:

Net income $ 83,225 $ 137,936

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization and other impairment charges 51,736 36,846

Net gain on sale of property, plant and equipment (60) (5,703)

Stock-based compensation expense 10,382 9,900

Deferred income tax benefit (15,183) (6,761)

Amortization of debt issuance costs 7,304 1,255

Changes in operating assets and liabilities:

Trade receivables, net (39,541) (49,161)

Inventories, net (51,522) (37,407)

Accounts payable 36,345 23,183

Other operating assets and liabilities (2,348) (28,051)

Net cash provided by operating activities 80,338 82,037

Cash flows from investing activities:

Purchases of property, plant and equipment (31,448) (16,474)

Proceeds from sale of property, plant and equipment 359 4,732

Acquisitions, net of cash received (1,469,372) (86,252)

Other investing — (500)

Net cash used in investing activities (1,500,461) (98,494)

Cash flows from financing activities:

Proceeds from issuance of Preferred Stock, net 171,097 —

Proceeds from issuance of Common Stock, net 139,796 —

Proceeds from borrowings on Senior Notes 1,000,000 —

Repayments of borrowings on Term Loans — (5,000)

Proceeds from borrowings on revolving credit facilities and other 904,267 8,674

Repayments of borrowings on revolving credit facilities and other (730,816) —

Payment of debt issuance costs (17,813) —

Payment of dividends (12,201) (9,729)

Distributions to noncontrolling interest holders (1,117) (1,174)

Other financing (5,198) (12,418)

Net cash provided by (used in) financing activities 1,448,015 (19,647)

Effect of foreign exchange rates on Cash and cash equivalents 3,736 44,969

Increase in Cash and cash equivalents 31,628 8,865

Cash and cash equivalents, beginning of period 185,863 249,358

Cash and cash equivalents, end of period $ 217,491 $ 258,223

GRAPHIC

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COVER PAGE

Aug. 06, 2026

Cover [Abstract]

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Document Period End Date

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Entity Registrant Name

ESAB Corporation

Entity Incorporation, State or Country Code

Entity File Number

001-41297

Entity Tax Identification Number

87-0923837

Entity Address, Address Line One

909 Rose Avenue

Entity Address, Address Line Two

8th Floor

Entity Address, City or Town

North Bethesda

Entity Address, State or Province

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City Area Code

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