Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2026, ESAB Corporation (the "Company" or "ESAB") appointed Mitchell P. Rales as Executive Chair of the Board of Directors ("Executive Chair"), effective as of June 10, 2026, and granted performance-based stock option awards (the "Performance Option Awards") to Mr. Rales, Shyam P. Kambeyanda, Chief Executive Officer, and other senior members of the management team. The Performance Option Awards are intended to secure the leadership and capabilities of Mr. Rales, Mr. Kambeyanda and other senior members of the management team so they can continue working together to execute on the Company's next chapter of growth. The Board of Directors (the "Board") believes that preserving this proven partnership is an important strategic priority for the Company and its stockholders.

The design of the Performance Option Awards, including lengthy service vesting periods and rigorous stock price hurdle performance goals, demonstrates the Board's belief that the sustained engagement of Mr. Rales, Mr. Kambeyanda and the senior management team will drive ESAB's business transformation over the next six years and the achievement of long-term stockholder value. The Company's recent acquisition of Eddyfi-a transformative step in the Company's strategy to become a premier industrial compounder-demonstrated the value of their collaboration and the strength of the leadership team they have built together.

Executive Chair of the Board

As Executive Chair, Mr. Rales will remain Chairman of the Board and continue working with Mr. Kambeyanda on ESAB's ongoing growth, building on the partnership they have established to continue the Company's transformation. Mr. Rales has been instrumental in the Company's growth and evolution since he joined the Board and was appointed Chairman in April 2022, and the Board is confident that Mr. Rales' continued and engaged involvement, combined with his four decades of experience building one of the most successful industrial compounders in history, makes the partnership between him, Mr. Kambeyanda and the broader management team an enduring source of value for ESAB's stockholders.

Rales Performance Option Award

In May 2026, the Board established a special committee of the Board (the "Special Committee") composed of disinterested directors (as defined in Section 144 of the Delaware General Corporation Law) to consider the grant of an equity award to Mr. Rales in connection with his potential appointment as Executive Chair. On June 10, 2026 (the "Grant Date"), following the Board's appointment of Mr. Rales as Executive Chair, the Special Committee approved a performance-based stock option award to Mr. Rales (the "Rales Performance Option Award") under the Company's Amended and Restated 2022 Omnibus Incentive Plan (the "2022 Plan"), with vesting contingent on achieving rigorous stock price hurdles over a long-term performance period, as described below. Prior to its approval of the Rales Performance Option Award, the Special Committee, in consultation with its independent outside legal counsel and independent compensation consultants, considered and evaluated, among other things, the appropriateness and design of such an award, as well as the structure, terms and form thereof. Specifically, in connection with the process, the Special Committee evaluated the rationale for the grant, the appropriate structure and form, performance goals and time-based vesting period of the award, the total size of the award, and the benefits that would inure to stockholders should the performance goals be achieved.

The Rales Performance Option Award is intended to retain Mr. Rales and to recognize his significant contributions to ESAB. In light of these factors and such other factors that the Special Committee determined to be relevant, the Special Committee determined that the grant of the Rales Performance Option Award, subject to the terms and conditions set forth in the Award Agreement (as defined below), is advisable and is fair to, and in the best interests of, the Company and its stockholders.