ESAB

• Core adjusted net income of $83 million, or $1.33 diluted EPS, down 1% year-over-year.
• Core adjusted EBITDA of $150 million, up 8.0%, with margin down 90 basis points to 19.5%.
• Closed acquisition of Eddyfi one month ahead of schedule.
• Raised full-year 2026 outlook: core sales growth 11.0%-14.0%, core adjusted EBITDA $615-$625 million, core adjusted EPS $5.40-$5.50.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On June 10, 2026, ESAB Corporation appointed Mitchell P. Rales as Executive Chair of the Board, effective immediately.
• The awards vest based on service and stock price hurdles of $140, $170, and $200 per share over a performance period from the second to sixth anniversary of the grant date.
• Rales received 1,200,000 shares subject to his award; Kambeyanda received 580,552; other executives received smaller amounts.
• Rhonda Jordan was appointed Lead Independent Director, effective June 10, 2026.
• The awards are intended to retain leadership and incentivize long-term growth, including the integration of the Eddyfi acquisition.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The purchase price was $1.45 billion in cash, subject to customary adjustments for cash, debt, transaction expenses, and net working capital.
• The acquisition was financed with cash on hand, proceeds from 5.625% senior notes due 2031, and private placements of Series A Mandatory Convertible Preferred Stock and common stock.
• ESAB also completed private placements of 175,000 preferred shares (gross proceeds ~$175.0 million) and 1,254,255 common shares (gross proceeds ~$143.0 million).
• ESAB expects to file financial statements and pro forma information for Eddyfi by amendment within 71 days.

2.01 Completion of Acquisition or Disposition of Assets · 3.02 Unregistered Sales of Equity Securities · 3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• ESAB Corporation held its 2026 Annual Meeting of Stockholders on May 8, 2026.
• Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026.
• Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers.
• The final voting results for all three proposals are detailed in the filing.

5.07 Submission of Matters to a Vote of Security Holders

• Net income from continuing operations attributable to ESAB was $50 million, or $0.82 diluted EPS.
• Core adjusted net income was $80 million, or $1.31 diluted EPS, up 5% year-over-year.
• Core adjusted EBITDA rose 6% to $136 million; margin decreased 80 bps to 19.0%.
• Company reiterates 2026 outlook: core adjusted EBITDA $575-$595M, core adjusted EPS $5.70-$5.90.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Kevin Johnson resigned as CFO to pursue a CFO opportunity at a privately held company; his last day is expected on or about March 31, 2026.
• Renato Negro, Vice President, Chief Accounting Officer and Corporate Controller, is resigning to pursue another opportunity; his last day is expected on or about April 3, 2026.
• Julie Han has been appointed Vice President, Chief Accounting Officer and Corporate Controller, effective April 1, 2026.
• Mr. Jones will receive an annual base salary of $660,000, a target bonus of 80% of base salary, a transition bonus of $1,000,000, and an RSU grant with a target value of $3,000,000.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The notes are senior unsecured obligations guaranteed by certain domestic subsidiaries, with interest payable semi-annually starting October 1, 2026.
• Proceeds, along with preferred stock, common stock, and revolving credit facility borrowings, will fund the $1.45 billion acquisition of Eddyfi Technologies.
• The notes are subject to special mandatory redemption at 100% of principal plus accrued interest if the acquisition is not completed by the outside date or the share purchase agreement is terminated.
• The indenture includes covenants restricting additional debt, liens, guarantees, and asset sales, and includes customary events of default.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• ESAB Corporation announced the pricing of $1,000.0 million aggregate principal amount of 5.625% Senior Notes due 2031.
• Net proceeds will be used to pay a portion of the purchase price for the acquisition of Eddyfi Holding Inc. and related entities.
• The notes will be guaranteed by certain of ESAB's current and future domestic restricted subsidiaries.
• The notes are offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits