Form 8-K

8-K — ESAB Corp

Accession: 0001877322-26-000032

Filed: 2026-05-07

Period: 2026-05-07

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-20260507.htm (Primary)

EX-99.1 (q12026earningspressrelease.htm)

GRAPHIC (esabcorplogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: esab-20260507.htm · Sequence: 1

esab-20260507

false0001877322May 7, 2026May 7, 202600018773222026-05-072026-05-07

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): May 7, 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 May 7, 2026, the Company issued a press release reporting financial results for the first quarter ended April 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 May 7, 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 May 7, 2026, reporting financial results for the first quarter ended April 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: May 7, 2026

ESAB Corporation

By: /s/ Julie Han

Name: Julie Han

Title: Controller and Chief Accounting Officer

(Principal Accounting Officer)

EX-99.1

Filename: q12026earningspressrelease.htm · Sequence: 2

Document

ESAB Corporation Announces First Quarter 2026 Results

•Record total sales increased 10%, with core organic sales down 1%

•Accelerating ESAB’s compounder journey with equipment

•Acquisitions outperforming with EWM and Aktiv up double-digits

•Eddyfi expected to close mid-year

•Reiterating 2026 Outlook

North Bethesda, MD, May 7, 2026 -- ESAB Corporation (“ESAB” or the “Company”) (NYSE: ESAB), a focused premier industrial compounder, today announced financial results for the first quarter of 2026.

ESAB reported record first quarter sales of $746 million, an increase of 10% on a reported basis or a decrease of 1% on a core organic growth basis before acquisitions and currency translation, as compared to the prior year. ESAB also reported first quarter net income from continuing operations attributable to ESAB of $50 million or $0.82 diluted earnings per share and core adjusted net income of $80 million or $1.31 diluted earnings per share, up 5% on a year-over-year basis. Core adjusted EBITDA of $136 million rose 6% and core adjusted EBITDA margin decreased by 80 basis points on a year-over-year basis to 19.0%, reflecting EWM dilution and additional costs related to the conflict in Iran, both as compared to the prior year quarter.

"ESAB delivered a strong first quarter, a powerful demonstration of the resilience of our business model and the strength of our unmatched global footprint. The Americas remained solid, with the U.S. accelerating behind our new and innovative product launches, while Europe and Asia performed in line with expectations. The Middle East saw limited disruption following the start of the conflict, and most importantly, our teams are safe and continuing to serve customers with the agility that defines ESAB. Where the conflict has pressured global supply chains and input costs, we have moved decisively to implement pricing and operational actions that we expect to fully offset the impact," said Shyam P. Kambeyanda, ESAB President and CEO.

Kambeyanda added, "2026 is another positive inflection point for ESAB, and we are energized about the path ahead. Customer enthusiasm for EWM's portfolio is exceeding our expectations, representing a clear differentiator for ESAB. The integration of EWM is progressing ahead of schedule and we are excited about the future. Building on that momentum, we are thrilled to welcome Eddyfi into the ESAB family, which represents a defining step that extends our workflow solutions, opens compelling new adjacencies, and meaningfully accelerates ESAB's journey to becoming a premier industrial compounder. The Eddyfi financing is successfully completed, and the transaction remains on-track to close mid-year. Last and most importantly, I am delighted to welcome Brent Jones as our new CFO, whose outstanding leadership and deeply relevant experience will be instrumental in delivering our financial targets, advancing our premier strategy, and creating long-term shareholder value."

Reiterating Full Year 2026 Outlook

ESAB is reiterating its full-year 2026 outlook. We remain confident in our ability to achieve our full-year 2026 core organic sales growth, core adjusted EBITDA and core adjusted EPS outlook. This assumes total core sales growth of 6.0% to 9.0%, core organic sales growth of 2.0% to 4.0%, M&A contribution of 4.0%, FX impact of 0.0% to 1.0%, core adjusted EBITDA of $575 million to $595 million and core adjusted EPS of $5.70 to $5.90. The guidance above does not include any impact from the Eddyfi acquisition or its related financing.

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 10,300 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 first quarter 2026 results beginning at 8:00 a.m. Eastern on Thursday, May 7, 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 April 3, 2026, filed May 7, 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 months ended April 3, 2026 and April 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, Pension settlement loss, Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value step up on acquired inventories and depreciation and other amortization), 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 and amortization of intangibles and fair value step up on acquired inventories. 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 months ended April 3, 2026 and April 4, 2025.

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 and depreciation and other amortization. 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 and depreciation and other amortization 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 months ended April 3, 2026 and April 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 months ended April 3, 2026 and April 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 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

April 3, 2026 April 4, 2025

Net sales $ 745,597 $ 678,138

Cost of sales 470,485 422,936

Gross profit 275,112 255,202

Selling, general and administrative expense 174,472 140,858

Restructuring and other related charges 10,161 4,499

Operating income 90,479 109,845

Interest expense and other, net 25,577 16,782

Income from continuing operations before income taxes 64,902 93,063

Income tax expense 13,111 20,499

Net income from continuing operations 51,791 72,564

Loss from discontinued operations, net of taxes (2,554) (2,732)

Net income 49,237 69,832

Income attributable to noncontrolling interest, net of taxes (1,593) (2,469)

Net income attributable to ESAB Corporation $ 47,644 $ 67,363

Earnings (loss) per share – basic

Income from continuing operations $ 0.82 $ 1.15

Loss on discontinued operations (0.04) (0.05)

Net income per share – basic $ 0.78 $ 1.10

Earnings (loss) per share – diluted

Income from continuing operations $ 0.82 $ 1.14

Loss on discontinued operations (0.04) (0.04)

Net income per share – diluted $ 0.78 $ 1.10

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Dollars in millions, except per share data

(Unaudited)

Three Months Ended

April 3, 2026 April 4, 2025

Adjusted Net Income

Net income from continuing operations (GAAP) $ 51.8 $ 72.6

Less: Income attributable to noncontrolling interest, net of taxes 1.6 2.5

Net income from continuing operations attributable to ESAB Corporation (GAAP) 50.2 70.1

Restructuring and other related charges – pretax(1)

10.2 4.5

Acquisition-amortization and other related charges – pretax(2)

27.6 9.6

Tax effect on above items(3)

(9.0) (3.5)

Adjusted net income from continuing operations (non-GAAP) 79.0 80.7

Adjusted net loss (income) from continuing operations attributable to Russia (non-GAAP)(4)

1.4 (3.8)

Core adjusted net income from continuing operations (non-GAAP) $ 80.4 $ 76.9

Adjusted net income margin from continuing operations 10.6 % 11.9 %

Adjusted Net Income Per Share

Net income per share – diluted from continuing operations (GAAP) $ 0.82 $ 1.14

Restructuring and other related charges – pretax(1)

0.17 0.07

Acquisition-amortization and other related charges – pretax(2)

0.45 0.16

Tax effect on above items(3)

(0.15) (0.06)

Adjusted net income per share – diluted from continuing operations (non-GAAP) 1.29 1.31

Adjusted net loss (income) per share – diluted from continuing operations attributable to Russia (non-GAAP)(4)

0.02 (0.06)

Core adjusted net income per share – diluted from continuing operations (non-GAAP) $ 1.31 $ 1.25

__________

(1) 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.

(2) Includes transaction, diligence and integration expenses totaling $10.3 million for the three months ended April 3, 2026 and $1.4 million for the three months ended April 4, 2025. Additionally, it includes amortization of intangibles and fair value step up on acquired inventories totaling $12.5 million for the three months ended April 3, 2026 and $8.2 million for the three months ended April 4, 2025. Additionally, includes $4.8 million of bridge loan commitment fees related to the Eddyfi Technologies acquisition.

(3) 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.

(4) 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 April 3, 2026(1)

Americas EMEA & APAC Total

Net income from continuing operations (GAAP) $ 51.8

Income tax expense 13.1

Interest expense and other, net 25.6

Operating income (GAAP) $ 35.2 $ 55.3 $ 90.5

Adjusted to add

Restructuring and other related charges(2)

9.0 1.2 10.2

Acquisition-amortization and other related charges(3)

7.7 15.1 22.8

Depreciation and other amortization 4.2 8.9 13.1

Adjusted EBITDA (non-GAAP) 56.0 80.6 136.6

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

— 0.7 0.7

Core adjusted EBITDA (non-GAAP) $ 56.0 $ 79.9 $ 135.9

Adjusted EBITDA margin (non-GAAP) 19.4 % 17.6 % 18.3 %

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

19.4 % 18.7 % 19.0 %

__________

(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 $10.3 million for the three months ended April 3, 2026 and amortization of intangibles and fair value step up on acquired inventories totaling $12.5 million for the three months ended April 3, 2026.

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

(5) Net sales were $31.1 million relating to Russia for the three months ended April 3, 2026.

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Dollars in millions

(Unaudited)

Three Months Ended April 4, 2025(1)

Americas EMEA & APAC Total

Net income from continuing operations (GAAP) $ 72.6

Income tax expense 20.5

Interest expense and other, net 16.8

Operating income (GAAP) $ 43.2 $ 66.6 $ 109.8

Adjusted to add

Restructuring and other related charges(2)

1.7 2.8 4.5

Acquisition-amortization and other related charges(3)

5.6 4.0 9.6

Depreciation and other amortization 3.9 6.0 10.0

Adjusted EBITDA (non-GAAP) 54.5 79.4 133.9

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

— 6.0 6.0

Core adjusted EBITDA (non-GAAP) $ 54.5 $ 73.4 $ 127.9

Adjusted EBITDA margin (non-GAAP) 19.4 % 20.0 % 19.7 %

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

19.4 % 20.0 % 19.8 %

(1) Numbers may not sum due to rounding.

(3) Includes transaction, diligence and integration expenses totaling $1.4 million for the three months ended April 4, 2025 and amortization of intangibles and fair value step up on acquired inventories totaling $8.2 million for the three months ended April 4, 2025.

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

(5) Net sales were $31.3 million relating to Russia for the three months ended April 4, 2025.

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Change in Sales

Dollars in millions

(Unaudited)

Sales Growth(1)

Americas EMEA & APAC Total ESAB

$ Change % $ Change % $ Change %

For the three months ended April 4, 2025

$ 280.7 $ 397.5 $ 678.1

Components of Change:

Existing businesses (organic sales)(2)

(2.1) (0.7) % (10.5) (2.7) % (12.6) (1.9) %

Acquisitions(3)

— — % 42.8 10.8 % 42.8 6.3 %

Foreign Currency translation(4)

9.8 3.5 % 27.5 6.9 % 37.3 5.5 %

Total sales growth 7.7 2.7 % 59.8 15.0 % 67.5 9.9 %

For the three months ended April 3, 2026

$ 288.4 $ 457.2 $ 745.6

(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 Growth(1)(5)

Americas EMEA & APAC ESAB

$ Change % $ Change % $ Change %

For the three months ended April 4, 2025

$ 280.7 $ 366.2 $ 646.9

Components of Change:

Existing businesses (core organic sales)(2)

(2.1) (0.7) % (5.3) (1.5) % (7.4) (1.1) %

Acquisitions(3)

— — % 42.8 11.7 % 42.8 6.6 %

Foreign Currency translation(4)

9.8 3.5 % 22.4 6.1 % 32.2 5.0 %

Total core sales growth 7.7 2.7 % 59.9 16.4 % 67.6 10.5 %

For the three months ended April 3, 2026

$ 288.4 $ 426.1 $ 714.5

(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 April 3, 2026 and April 4, 2025.

ESAB CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Adjusted Free Cash Flow

Dollars in millions

(Unaudited)

Three Months Ended

April 3, 2026 April 4, 2025

Net cash provided by operating activities (GAAP) $ 46.9 $ 35.4

Purchases of property, plant and equipment (GAAP) (13.7) (7.3)

Payments related to discontinued operations 4.3 2.3

Acquisition-related payments(1)

2.0 —

Adjusted free cash flow (non-GAAP) $ 39.5 $ 30.4

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

ESAB CORPORATION

2026 Outlook

Dollars in millions, except per share amounts

(Unaudited)

ESAB 2026 Outlook

Outlook(1)

2025 Core net sales

$ 2,700.4

Organic growth 2.0% - 4.0%

Acquisitions

~4.0%

Currency

0.0% - 1.0%

2026 Core net sales growth range

6.0 - 9.0%

2025 Core adjusted EBITDA

$ 540.0

2026 Core adjusted EBITDA range

575 - 595

2025 Core adjusted EPS

$ 5.27

2026 Core adjusted EPS range

$5.70 - $5.90

__________

(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)

April 3, 2026 December 31, 2025

ASSETS

CURRENT ASSETS:

Cash and cash equivalents $ 1,004,790 $ 185,863

Trade receivables, less allowance for credit losses of $21,638 and $21,765

488,460 451,298

Inventories, net 520,597 481,765

Prepaid expenses 79,022 66,103

Other current assets 77,289 76,876

Total current assets 2,170,158 1,261,905

Property, plant and equipment, net 377,352 381,876

Goodwill 1,930,604 1,949,702

Intangible assets, net 655,922 673,006

Lease assets - right of use 106,178 113,310

Other assets 384,455 386,295

Total assets $ 5,624,669 $ 4,766,094

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Current portion of debt $ 3,788 $ 2,412

Accounts payable 398,501 360,391

Accrued liabilities 327,707 301,986

Total current liabilities 729,996 664,789

Long-term debt 2,032,436 1,232,540

Other liabilities 626,569 657,236

Total liabilities 3,389,001 2,554,565

Equity:

Common stock - $0.001 par value - 600,000,000 shares authorized, 60,881,557 and 60,721,079 shares outstanding as of April 3, 2026 and December 31, 2025, respectively

61 61

Additional paid-in capital 1,905,399 1,904,889

Retained earnings 842,343 800,806

Accumulated other comprehensive loss (557,013) (539,716)

Total ESAB Corporation equity 2,190,790 2,166,040

Noncontrolling interest 44,878 45,489

Total equity 2,235,668 2,211,529

Total liabilities and equity $ 5,624,669 $ 4,766,094

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS

Dollars in thousands

(Unaudited)

Three Months Ended

April 3, 2026 April 4, 2025

Cash flows from operating activities:

Net income $ 49,237 $ 69,832

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

Depreciation, amortization and other impairment charges 23,868 17,491

Net gain on sale of property, plant and equipment (56) (5,665)

Stock-based compensation expense 3,948 5,361

Deferred income tax benefit (4,771) (2,774)

Amortization of debt issuance costs 5,764 628

Changes in operating assets and liabilities:

Trade receivables, net (33,819) (32,026)

Inventories, net (40,123) (35,393)

Accounts payable 39,662 21,405

Other operating assets and liabilities 3,205 (3,449)

Net cash provided by operating activities 46,915 35,410

Cash flows from investing activities:

Purchases of property, plant and equipment (13,703) (7,294)

Proceeds from sale of property, plant and equipment 275 4,605

Net cash used in investing activities (13,428) (2,689)

Cash flows from financing activities:

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

Proceeds from borrowings on revolving credit facilities and other 131,217 —

Repayments of borrowings on Term Loans — (2,500)

Repayments of borrowings on revolving credit facilities and other (317,374) —

Payment of debt issuance costs (17,017) —

Payment of dividends (6,092) (4,861)

Distributions to noncontrolling interest holders (1,117) (1,168)

Other financing (3,438) (4,590)

Net cash provided by (used in) financing activities 786,179 (13,119)

Effect of foreign exchange rates on Cash and cash equivalents (739) 22,388

Increase in Cash and cash equivalents 818,927 41,990

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

Cash and cash equivalents, end of period $ 1,004,790 $ 291,348

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v3.26.1

COVER PAGE

May 07, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

May 07, 2026

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

Entity Address, Postal Zip Code

20852

City Area Code

301

Local Phone Number

323-9099

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

ESAB

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0001877322

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