ESAB Corp 10-Q

Item 1. Financial Statements ESAB CORPORATION CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS Dollars in thousands, except per share amounts (Unaudited) Three Months Ended Six Months Ended July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 Net sales $ 715,586 $ 707,053 $ 1,393,724 $ 1,396,797 Cost of sales 449,539 436,738 872,475 871,455 Gross profit 266,047 270,315 521,249 525,342 Selling, general and administrative expense 155,563 146,187 296,421 288,637 Restructuring and other related charges 1,390 4,773 5,889 6,697 Operating income 109,094 119,355 218,939 230,008 Pension settlement loss — — — 12,155 Interest expense and other, net 20,999 15,940 37,781 33,031 Income from continuing operations before income taxes 88,095 103,415 181,158 184,822 Income tax expense 18,283 17,885 38,782 36,389 Net income from continuing operations 69,812 85,530 142,376 148,433 Loss from discontinued operations, net of taxes ( 1,708 ) ( 1,161 ) ( 4,440 ) ( 2,470 ) Net income 68,104 84,369 137,936 145,963 Income attributable to noncontrolling interest, net of taxes ( 1,221 ) ( 1,462 ) ( 3,690 ) ( 3,105 ) Net income attributable to ESAB Corporation $ 66,883 $ 82,907 $ 134,246 $ 142,858 Earnings (loss) per share – basic Income from continuing operations $ 1.13 $ 1.38 $ 2.28 $ 2.39 Loss on discontinued operations ( 0.03 ) ( 0.02 ) ( 0.07 ) ( 0.04 ) Net income per share – basic $ 1.10 $ 1.36 $ 2.21 $ 2.35 Earnings (loss) per share – diluted Income from continuing operations $ 1.12 $ 1.37 $ 2.26 $ 2.37 Loss on discontinued operations ( 0.03 ) ( 0.02 ) ( 0.07 ) ( 0.04 ) Net income per share – diluted $ 1.09 $ 1.35 $ 2.19 $ 2.33 See Notes to Consolidated and Condensed Financial Statements. 2 ESAB CORPORATION CONSOLIDATED AND CONDENSED STATEMENTS OF COMPREHENSIVE INCOME Dollars in thousands (Unaudited) Three Months Ended Six Months Ended July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 Net income $ 68,104 $ 84,369 $ 137,936 $ 145,963 Other comprehensive income (loss): Foreign currency translation, net of tax (benefit) expense of $( 7,250 ), $ 416 , $( 11,572 ) and $ 1,947 102,218 ( 14,557 ) 181,548 ( 39,911 ) Unrealized income (loss) on derivatives designated and qualifying as cash flow hedges, net of tax (benefit) expense of $ — , $( 539 ), $( 497 ) and $( 244 ) — ( 1,851 ) ( 1,816 ) ( 838 ) Defined benefit pension and other post-retirement plan activity, net of tax expense of $ 97 , $ 44 , $ 108 and $ 247 202 327 523 956 Other comprehensive income (loss) 102,420 ( 16,081 ) 180,255 ( 39,793 ) Comprehensive income 170,524 68,288 318,191 106,170 Comprehensive income attributable to noncontrolling interest ( 1,483 ) ( 1,093 ) ( 4,070 ) ( 2,413 ) Comprehensive income attributable to ESAB Corporation $ 169,041 $ 67,195 $ 314,121 $ 103,757 See Notes to Consolidated and Condensed Financial Statements. 3 ESAB CORPORATION CONSOLIDATED AND CONDENSED BALANCE SHEETS Dollars in thousands, except share and per share amounts (Unaudited) July 4, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 258,223 $ 249,358 Trade receivables, less allowance for credit losses of $ 23,711 and $ 23,850 456,112 370,321 Inventories, net 474,095 403,711 Prepaid expenses 67,226 55,665 Other current assets 80,624 69,327 Total current assets 1,336,280 1,148,382 Property, plant and equipment, net 326,685 298,347 Goodwill 1,790,053 1,651,993 Intangible assets, net 541,973 487,993 Lease assets - right of use 88,763 89,859 Other assets 348,609 357,401 Total assets $ 4,432,363 $ 4,033,975 LIABILITIES AND EQUITY CURRENT LIABILITIES: Current portion of debt $ 21,745 $ 15,000 Accounts payable 369,520 318,493 Accrued liabilities 295,204 298,558 Total current liabilities 686,469 632,051 Long-term debt 1,058,832 1,060,739 Other liabilities 575,291 532,936 Total liabilities 2,320,592 2,225,726 Equity: Common stock - $ 0.001 par value - 600,000,000 shares authorized, 60,696,786 and 60,517,574 shares outstanding as of July 4, 2025 and December 31, 2024, respectively 61 61 Additional paid-in capital 1,898,801 1,901,337 Retained earnings 720,467 597,180 Accumulated other comprehensive loss ( 549,699 ) ( 729,574 ) Total ESAB Corporation equity 2,069,630 1,769,004 Noncontrolling interest 42,141 39,245 Total equity 2,111,771 1,808,249 Total liabilities and equity $ 4,432,363 $ 4,033,975 See Notes to Consolidated and Condensed Financial Statements. 4 ESAB CORPORATION CONSOLIDATED AND CONDENSED STATEMENTS OF EQUITY Dollars in thousands, except share and per share amounts (Unaudited) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shares Amount Balance at December 31, 2024 60,517,574 $ 61 $ 1,901,337 $ 597,180 $ ( 729,574 ) $ 39,245 $ 1,808,249 Net income — — — 67,363 — 2,469 69,832 Dividends declared ($ 0.08 per share) — — — ( 4,868 ) — — ( 4,868 ) Distributions to noncontrolling owners — — — — — ( 1,168 ) ( 1,168 ) Other comprehensive income, net of tax benefit of $ 4,808 — — — — 77,717 118 77,835 Common stock-based award activity 105,162 — 512 — — — 512 Balance at April 4, 2025 60,622,736 $ 61 $ 1,901,849 $ 659,675 $ ( 651,857 ) $ 40,664 $ 1,950,392 Net income — — — 66,883 — 1,221 68,104 Dividends declared ($ 0.10 per share) — — — ( 6,091 ) — — ( 6,091 ) Distributions to noncontrolling owners — — — — — ( 6 ) ( 6 ) Other comprehensive income, net of tax benefit of $ 7,153 — — — — 102,158 262 102,420 Common stock-based award activity 74,050 — ( 3,048 ) — — — ( 3,048 ) Balance at July 4, 2025 60,696,786 $ 61 $ 1,898,801 $ 720,467 $ ( 549,699 ) $ 42,141 $ 2,111,771 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shares Amount Balance at December 31, 2023 60,295,634 $ 60 $ 1,881,054 $ 350,557 $ ( 624,272 ) $ 40,258 $ 1,647,657 Net income — — — 59,951 — 1,643 61,594 Dividends declared ($ 0.06 per share) — — — ( 3,641 ) — — ( 3,641 ) Other comprehensive loss, net of tax expense of $ 2,029 — — — — ( 23,389 ) ( 323 ) ( 23,712 ) Common stock-based award activity 128,787 — 480 — — — 480 Balance at March 29, 2024 60,424,421 $ 60 $ 1,881,534 $ 406,867 $ ( 647,661 ) $ 41,578 $ 1,682,378 Net income — — — 82,907 — 1,462 84,369 Dividends declared ($ 0.08 per share) — — — ( 4,856 ) — — ( 4,856 ) Distributions to noncontrolling owners — — — — — ( 1,218 ) ( 1,218 ) Other comprehensive loss, net of tax benefit of $ 79 — — — — ( 15,712 ) ( 369 ) ( 16,081 ) Common stock-based award activity 14,417 — 4,833 — — — 4,833 Balance at June 28, 2024 60,438,838 $ 60 $ 1,886,367 $ 484,918 $ ( 663,373 ) $ 41,453 $ 1,749,425 See Notes to Consolidated and Condensed Financial Statements. 5 ESAB CORPORATION CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS Dollars in thousands (Unaudited) Six Months Ended July 4, 2025 June 28, 2024 Cash flows from operating activities: Net income $ 137,936 $ 145,963 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and other impairment charges 36,846 32,930 (Gain) loss on sale of property, plant and equipment ( 5,703 ) 63 Stock-based compensation expense 9,900 9,886 Deferred income tax (benefit) expense ( 6,761 ) 1,760 Non-cash interest expense 1,255 1,632 Pension settlement loss — 12,155 Changes in operating assets and liabilities: Trade receivables, net ( 49,161 ) ( 56,680 ) Inventories, net ( 37,407 ) ( 42,144 ) Accounts payable 23,183 53,574 Other operating assets and liabilities ( 28,051 ) ( 31,656 ) Net cash provided by operating activities 82,037 127,483 Cash flows from investing activities: Purchases of property, plant and equipment ( 16,474 ) ( 16,437 ) Proceeds from sale of property, plant and equipment 4,732 608 Acquisitions, net of cash received ( 86,252 ) ( 18,050 ) Other investing ( 500 ) ( 3,059 ) Net cash used in investing activities ( 98,494 ) ( 36,938 ) Cash flows from financing activities: Proceeds from borrowings on Senior Notes — 700,000 Proceeds from borrowings on revolving credit facilities and other 8,674 205,000 Repayments of borrowings on Term Loans ( 5,000 ) ( 597,500 ) Repayments of borrowings on revolving credit facilities and other — ( 237,005 ) Payment of debt issuance costs — ( 10,423 ) Payment of dividends ( 9,729 ) ( 7,278 ) Distributions to noncontrolling interest holders ( 1,174 ) ( 1,218 ) Other financing ( 12,418 ) ( 5,295 ) Net cash (used in) provided by financing activities ( 19,647 ) 46,281 Effect of foreign exchange rates on Cash and cash equivalents 44,969 ( 10,359 ) Increase in Cash and cash equivalents 8,865 126,467 Cash and cash equivalents, beginning of period 249,358 102,003 Cash and cash equivalents, end of period $ 258,223 $ 228,470 See Notes to Consolidated and Condensed Financial Statements. 6 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) 1. Organization and Basis of Presentation Founded in 1904, ESAB Corporation (“ESAB” or the “Company”) is a focused premier industrial compounder. ESAB provides its partners with fabrication technology advanced equipment, consumables, gas control equipment, robotics and digital solutions. The Company’s rich history of innovative products, workflow solutions and its business management system, ESAB Business Excellence (“EBX”), enables the Company’s purpose of Shaping the world we imagine TM . The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding and gas control. The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific. The Company’s fiscal year ends December 31. The Company’s second quarter ends on the last business day of the 13 th complete week after the end of the prior quarter. As used herein, the second quarter results for 2025 and 2024 refer to the 13-week periods ended July 4, 2025 and June 28, 2024, respectively. Russia and Ukraine Conflict The invasion of Ukraine by Russia and the sanctions imposed in response have increased the level of economic and political uncertainty. While ESAB continues to closely monitor the situation and evaluate options, the Company is meeting current contractual obligations while addressing applicable laws and regulations. For the three and six months ended July 4, 2025, Russia represented approximately 5 % of the Company’s total revenue and approximately $ 3 million and $ 7 million of its Net income, respectively. Russia also has approximately 5 % of the Company’s total net assets as of July 4, 2025, including approximately $ 48 million of Cash and cash equivalents that may be subject to delays in withdrawing from Russia, based upon the current environment at that time. In case of the disposition of the Russia business, a portion of goodwill would need to be allocated and disposed of at the relative fair value attributable to the Russia business. Russia has a cumulative translation loss of approximately $ 110 million as of July 4, 2025, which would be realized upon a transition out. The Company is closely monitoring developments in Ukraine and Russia. Changes in laws and regulations or other factors impacting the Company’s ability to fulfill contractual obligations could have an adverse effect on the results of operations and cash flows. Basis of Presentation The Consolidated and Condensed Financial Statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The Consolidated and Condensed Financial Statements reflect, in the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Intercompany transactions and accounts are eliminated in consolidation. Certain line items on our Consolidated and Condensed Statements of Cash Flows have been reclassified to conform to the current presentation. In the normal course of business, the Company incurs research and development costs related to new product development, which are expensed as incurred and included in Selling, general and administrative expense on the Company’s Consolidated and Condensed Statements of Operations. Research and development costs were $ 10.5 million and $ 20.6 million during the three and six months ended July 4, 2025, respectively, and $ 9.7 million and $ 19.8 million for the three and six months ended June 28, 2024, respectively. T hese amounts do not include development and application engineering costs incurred in conjunction with fulfilling customer orders and executing customer projects, nor do they include costs related to securing third party product rights. The Company expects to continue making significant expenditures for research and development to maintain and improve its competitive positions. The accompanying interim Consolidated and Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), filed with the SEC on February 20, 2025. 7 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) 2. Discontinued Operations The Company holds certain asbestos-related contingencies and insurance coverages from divested businesses for which it does not have an interest in the ongoing operations. The Company has classified asbestos-related activity included in its Consolidated and Condensed Statements of Operations as part of Loss from discontinued operations, net of taxes. This activity consists primarily of expected settlements, legal and administrative expenses associated with the above liabilities. Discontinued operations consist primarily of Selling, general and administrative expense, with an associated tax impact that is considered immaterial. See Note 14, “Commitments and Contingencies” for further information. Cas h used in operating activities related to discontinued operations was $ 4.9 million and $ 7.2 million for the three and six months ended July 4, 2025, respectively, and $ 4.8 million and $ 8.5 million for the three and six months ended June 28, 2024, respectively . 3. Acquisitions The Company continually evaluates potential acquisitions that either strategically fit with our existing portfolio or expand our portfolio into a new and attractive business area. The Company makes an initial allocation of the purchase price at the date of acquisition based upon our understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. As the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, the Company is able to refine the estimates of fair value and more accurately allocate the purchase price. The Company makes appropriate adjustments to purchase price allocations prior to completion of the applicable measurement period, as required. The following describes our acquisition activity for the six months ended July 4, 2025. On April 30, 2025, the Company completed the acquisition of Bavaria Schweisstechnik, a European provider of submerged-arc welding applications, for approximately $ 68 million, net of cash received. The Company recognized intangible assets and goodwill of approximately $ 26 million and $ 40 million, respectively. On May 5, 2025, the Company entered into an agreement to acquire Aktiv Technologies Private Limited, a family-owned gas equipment manufacturer based in India, for approximately $ 29 million of cash consideration. This acquisition was subsequently completed on July 9, 2025. On June 4, 2025, the Company completed the acquisition of DeltaP, a European provider of comprehensive medical central gas systems and aftermarket services, for approximately $ 16 million, net of cash received. On June 13, 2025, the Company entered into an agreement to acquire EWM GmbH (“EWM”), a global leader in heavy industrial welding equipment and advanced automation, for approximately $ 324 million of cash consideration. 2025 EWM projected annual revenue is approximately $ 141 million. For a description of the Company’s acquisition activity for the year ended December 31, 2024, reference is made to the financial statements as of and for the year ended December 31, 2024 and Note 5, “Acquisitions” thereto in the Company’s 2024 Annual Report. 4. Revenue The Company provides fabrication technology advanced equipment, consumables, gas control equipment, robotics and digital solutions. Substantially all revenue is recognized at a point in time. The Company disaggregates its revenue into the following product groups: Three Months Ended Six Months Ended July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 Equipment $ 231,939 $ 231,659 $ 464,427 $ 446,518 Consumables 483,647 475,394 929,297 950,279 Total $ 715,586 $ 707,053 $ 1,393,724 $ 1,396,797 8 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) The sales mix in the above table is relatively consistent across both reportable segments. The consumables product grouping generally has less production complexity and shorter production cycles than equipment products. Given the nature of the business, the total amount of unsatisfied performance obligations with an original contract duration of greater than one year as of July 4, 2025 is immaterial. In some circumstances, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of December 31, 2024 and December 31, 2023, total contract liabilities were $ 26.4 million and $ 31.2 million, respectively, and were included in Accrued liabilities on the Consolidated and Condensed Balance Sheets. During the three and six months ended July 4, 2025, revenue recognized that was included in the contract liabilities balance at the beginning of the year was $ 3.6 million and $ 13.6 million, respectively. During the three and six months ended June 28, 2024, revenue recognized that was included in the contract liabilities balance at the beginning of the year was $ 5.1 million and $ 21.3 million, respectively. As of July 4, 2025 and June 28, 2024, total contract liabilities were $ 25.1 million and $ 27.9 million, respectively. Allowance for Credit Losses A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Consolidated and Condensed Balance Sheets is as follows: Six months ended July 4, 2025 Balance at Beginning of Period Charged to Expense, net Write-Offs and Deductions Foreign Currency Translation Balance at End of Period (In thousands) Allowance for credit losses $ 23,850 $ 795 $ ( 2,387 ) $ 1,453 $ 23,711 5. Earnings per Share from Continuing Operations The Company has unvested share-based payment awards with a right to receive non-forfeitable dividends, which are considered participating securities. The Company allocates earnings to participating securities and computed earnings per share using the two-class method as follows: Three Months Ended Six Months Ended July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 (In thousands, except share and per share data) Computation of earnings per share from continuing operations – basic: Income from continuing operations attributable to ESAB Corporation (1) $ 68,591 $ 84,068 $ 138,686 $ 145,328 Distributed and undistributed earnings allocated to nonvested shares ( 166 ) ( 382 ) ( 415 ) ( 747 ) Income from continuing operations attributable to common stockholders $ 68,425 $ 83,686 $ 138,271 $ 144,581 Weighted-average shares of Common stock outstanding – basic 60,739,891 60,432,230 60,651,238 60,389,176 Income per share from continuing operations – basic $ 1.13 $ 1.38 $ 2.28 $ 2.39 Computation of earnings per share from continuing operations – diluted: Income from continuing operations attributable to common stockholders $ 68,425 $ 83,686 $ 138,271 $ 144,581 Weighted-average shares of Common stock outstanding – basic 60,739,891 60,432,230 60,651,238 60,389,176 Net effect of potentially dilutive securities (2) 572,853 646,226 645,694 644,031 Weighted-average shares of Common stock outstanding – dilution 61,312,744 61,078,456 61,296,932 61,033,207 Net income per share from continuing operations – diluted $ 1.12 $ 1.37 $ 2.26 $ 2.37 (1) Net income from continuing operations attributable to ESAB Corporation for the respective periods is calculated using Net income from continuing operations, less Income attributable to noncontrolling interest, net of taxes, of $ 1.2 million and $ 3.7 million for the three and six months ended July 4, 2025, respectively, and $ 1.5 million and $ 3.1 million for the three and six months ended June 28, 2024, respectively. (2) Potentially dilutive securities include stock options, performance-based restricted stock units and non-performance-based restricted stock units. 9 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) 6. Income Taxes During the three and six months ended July 4, 2025, Income from continuing operations before income taxes was $ 88.1 million and $181.2 million, respectively, while Income tax expense was $ 18.3 million and $38.8 million, respectively. The effective tax rate was 20.8 % and 21.4 % for the three and six months ended July 4, 2025, respectively. The effective tax rate differed from the 2025 U.S. federal statutory rate of 21.0% primarily due to the mix of income outside of the U.S. taxed at different statutory tax rates. During the three and six months ended June 28, 2024, Income from continuing operations before income taxes was $ 103.4 million and $184.8 million, respectively, while Income tax expense was $ 17.9 million and $36.4 million, respectively. The effective tax rate was 17.3 % and 19.7% for the three and six months ended June 28, 2024, respectively. The effective tax rate differed from the 2024 U.S. federal statutory rate of 21.0% primarily due to a favorable final ruling in a tax case in a foreign jurisdiction. 7. Inventories, Net Inventories, net consisted of the following: July 4, 2025 December 31, 2024 (In thousands) Raw materials $ 158,375 $ 151,248 Work in process 49,803 41,698 Finished goods 315,650 251,994 523,828 444,940 Allowance for excess, slow-moving and obsolete inventory ( 49,733 ) ( 41,229 ) $ 474,095 $ 403,711 8. Accrued and Other Liabilities Accrued and Other liabilities in the Consolidated and Condensed Balance Sheets consisted of the following: July 4, 2025 December 31, 2024 Current Noncurrent Current Noncurrent (In thousands) Accrued taxes and deferred tax liabilities $ 49,712 $ 158,224 $ 46,395 $ 151,642 Compensation and related benefits 74,320 53,401 80,451 48,350 Asbestos liability 41,966 231,075 40,779 253,287 Contract liabilities 25,075 — 26,390 — Lease liabilities 20,893 65,347 21,459 66,042 Warranty liability 13,268 — 12,794 — Third-party commissions 14,099 — 17,346 — Restructuring liability 5,606 — 4,732 374 Accrued interest 9,093 — 8,077 — Other 41,172 67,244 40,135 13,241 $ 295,204 $ 575,291 $ 298,558 $ 532,936 10 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) Accrued Warranty Liability A summary of the activity in the Company’s warranty liability included in Accrued liabilities in the Company’s Consolidated and Condensed Balance Sheets is as follows: Six Months Ended July 4, 2025 June 28, 2024 (In thousands) Warranty liability, beginning of period $ 12,794 $ 12,606 Accrued warranty expense 4,428 6,693 Changes in estimates related to pre-existing warranties 697 1,074 Cost of warranty service work performed ( 6,125 ) ( 5,529 ) Foreign exchange translation effect and other 1,474 ( 298 ) Warranty liability, end of period $ 13,268 $ 14,546 Accrued Restructuring Liability The Company’s restructuring programs include a series of actions to reduce the structural costs of the Company. A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Consolidated and Condensed Balance Sheets is as follows: Six Months Ended July 4, 2025 Balance at Beginning of Period Charges Payments Foreign Currency Translation Balance at End of Period (In thousands) Restructuring and other related charges: Termination benefits (1) $ 3,845 $ 4,401 $ ( 4,012 ) $ 691 $ 4,925 Facility closure costs and other (2) 1,261 1,488 ( 1,878 ) ( 190 ) 681 $ 5,106 $ 5,889 $ ( 5,890 ) $ 501 $ 5,606 (1) Includes severance and other termination benefits, including outplacement services. (2) Includes the cost of relocating associates, relocating equipment and other costs in connection with the closure and optimization of facilities and product lines. 9. Benefit Plans The Company sponsors various defined benefit plans and other post-retirement benefits plans, including health and life insurance, for certain eligible employees or former employees. During the six months ended June 28, 2024, the Company recognized a non-cash pension settlement loss of $ 12.2 million related to the transfer of plan assets to a third party as part of externalizing the risk associated with a foreign defined benefit plan. This amount is reflected in Pension settlement loss in the Consolidated and Condensed Statements of Operations. 10. Debt The following table shows the components of the Company’s debt: July 4, 2025 December 31, 2024 (In thousands) Term loans $ 380,000 $ 385,000 Senior unsecured notes 700,000 700,000 Other debt 8,725 — Total debt 1,088,725 1,085,000 Current portion of debt ( 21,745 ) ( 15,000 ) Unamortized deferred financing fees ( 8,147 ) ( 9,261 ) Long-term debt $ 1,058,832 $ 1,060,739 11 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) Senior Notes, Term Loans and Revolving Credit Facility On April 4, 2022, the Company entered into a credit agreement (as amended and restated from time-to-time, the “Credit Agreement”) that initially consisted of a $ 750 million revolving credit facility (the “Revolving Facility”) with a maturity date of April 4, 2027, a Term A-1 loan with an initial aggregate principal amount of $ 400 million (the “Term Loan A-1 Facility”), with a maturity date of April 4, 2027; and a $ 600 million 364 -day senior term loan facility (the “Term Loan A-2 Facility”) with a maturity date of April 3, 2023. The Revolving Facility contains a $ 300 million foreign currency sublimit and a $ 50 million swing line loan sub-facility. On June 28, 2022, the Company amended and restated the Credit Agreement by entering into Amendment No. 2 to the Credit Agreement (“Credit Agreement Amendment”). The Credit Agreement Amendment provides for a $ 600 million term loan facility (the “Term Loan A-3 Facility,” collectively the “Term Facilities” with Term A-1 Facility and Term A-2 Facility) with a maturity date of April 3, 2025 to refinance the Company’s existing Term Loan A-2 Facility. Also on June 28, 2022, the Company borrowed the entire $ 600 million under Term Loan A-3 Facility to fund the repayment of the Term Loan A-2 Facility. On April 9, 2024, the Company issued $ 700 million in aggregate principal amount of 6.25 % senior notes due 2029 (the “Senior Notes”) governed by an indenture (the “Indenture”). The Company used the net proceeds from the Senior Notes to pay off its Term Loan A-3 Facility and pay fees associated with the offering. As of July 4, 2025, the Company’s debt primarily consisted of the following facilities: • A $750 million Revolving Facility with a maturity date of April 4, 2027, with zero dollars drawn; • A Term Loan A-1 Facility with an aggregate principal amount of $ 380 million and a maturity date of April 4, 2027; and • Senior Notes with an aggregate principal amount of $ 700 million and a maturity date of April 15, 2029. The Credit Agreement and the Indenture contain customary covenants. These covenants limit the ability of the Company and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments or pay dividends. In addition, the Credit Agreement requires that the Company maintains certain financial covenants and the Company was in compliance with all of its debt covenants as of July 4, 2025. The Credit Agreement and the Indenture contain various events of default (including failure to comply with the covenants under the Credit Agreement and related agreements) and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Term A-1 Facility, Senior Notes and the Revolving Facility. Certain United States subsidiaries of the Company have agreed to guarantee the obligations of the Company under the Credit Agreement and Senior Notes. Loans made under the Term A-1 Facility will bear interest, at the election of the Company, at either the base rate (as defined in the Credit Agreement) or at the term Secured Overnight Financing Rate (“SOFR”) plus an adjustment (as defined in the Credit Agreement), in each case, plus the applicable interest rate margin. Loans made under the Revolving Facility will bear interest, at the election of the Company, at either the base rate or, (i) in the case of loans denominated in dollars, the term SOFR plus an adjustment or the daily simple SOFR plus an adjustment, (ii) in the case of loans denominated in euros, the adjusted Euro Interbank Offered Rate (“EURIBOR”) rate and, (iii) in the case of loans denominated in sterling, Sterling Overnight Index Average (“SONIA”) plus an adjustment (as all such rates are defined in the Credit Agreement Amendment), in each case, plus the applicable interest rate margin. The applicable interest rate margin changes based upon the Company’s total leverage ratio (consolidated total debt divided by EBITDA, as defined in the credit agreement and ranging from 1.125 % to 1.750 % or in the case of the base rate margin, 0.125 % to 0.750 %). Each swing line loan denominated in dollars will bear interest at the base rate plus the applicable interest rate margin. To manage exposures to currency exchange rates and interest rates arising in Long-term debt, the Company entered into interest rate and cross-currency swap agreements. Refer to Note 11, “Derivatives” for additional information. 12 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) As of July 4, 2025, the weighted-average interest rate of borrowings under the Credit Agreement and Indenture was 5.52 %, including the net impact from the cross-currency swaps and excluding accretion of deferred financing fees, and there was $ 750 million of borrowing capacity available under the Revolving Facility, subject to the Company meeting financial covenants and other requirements. Other Indebtedness In addition to the debt agreements discussed above, the Company also has the ability to incur approximately $ 50 million of indebtedness pursuant to certain uncommitted credit lines, consisting of an uncommitted credit line that the Company has used from time to time in the past for short-term working capital needs. The Company is party to letter of credit facilities with an aggregate capacity of $ 110.0 million. Total letters of credit of $ 28.5 million were outstanding as of July 4, 2025. Deferred Financing Fees The Company had total deferred financing fees of $ 8.6 million included in its Consolidated and Condensed Balance Sheets as of July 4, 2025, which will be charged to Interest expense and other, net, over the term of the related debt instruments. The costs associated with the Term Facilities and Senior Notes noted above will be amortized over the contractual term of the related facility and the costs associated with these will be amortized over the life of the Credit Agreement or the Indenture. Of the $ 8.6 million, $ 0.5 million of deferred financing fees relating to the Revolving Facility are included in Other assets and $ 8.1 million of deferred financing fees relating to the Term Facilities and Senior Notes are recorded as a contra-liability within Long-term debt. 11. Derivatives The Company uses derivative instruments to manage exposures to currency exchange rates and interest rates arising in connection with long-term debt and the normal course of business. The Company has established policies and procedures that govern the risk management of these exposures. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. The Company is subject to the credit risk of counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with an individual counterparty was considered significant as of July 4, 2025. The Company does not expect any counterparties to fail to meet their obligations. The Company records derivatives in the Consolidated and Condensed Balance Sheets at fair value. Cash Flow Hedges On July 14, 2022, the Company entered into two interest rate swap agreements to manage interest rate risk exposure. The aggregate notional amount of these contracts was $ 600 million and they were set to mature in April 2025. These interest rate swap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate of 3.293 %, plus a spread, thus reducing the impact of interest-rate changes on future interest expense. The applicable spread may vary between 1.125 % to 1.750 %, depending on the total leverage ratio of the Company. In March 2024, the Company settled one of the interest rate swaps associated with the Company’s floating-rate debt and received $ 5.5 million in connection with that settlement. The termination of the interest rate swap was related to the repayment of the Term A-3 Facility in April 2024. Refer to Note 10, “Debt” for further information. As this interest rate swap was designated as a cash flow hedge, $ 5.5 million was deferred in accumulated other comprehensive loss (“AOCL”) and was recognized in earnings over the period the originally forecasted hedged transaction impacted earnings. The remaining $ 300 million swap was hedged against the remaining floating-rate debt through its maturity on April 3, 2025. Therefore, the Company does not have any interest rate swaps outstanding as of July 4, 2025. The cash inflows and outflows associated with the Company’s interest rate swap agreement designated as cash flow hedges were classified in cash flows from operating activities in the accompanying Consolidated and Condensed Statements of Cash Flows. 13 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) The effects of designated cash flow hedges on the Company’s Consolidated and Condensed Statements of Operations consisted of the following: Three Months Ended Six Months Ended Derivative Type Gain Recognized in the Consolidated and Condensed Statements of Operations July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 (In thousands) Interest rate swap agreement(s) Interest expense and other, net $ — $ ( 3,049 ) $ ( 1,414 ) $ ( 5,770 ) Net Investment Hedges On July 22, 2022, the Company entered into two cross-currency swap agreements, set to mature in April 2025, to partially hedge its net investment in its Euro-denominated subsidiaries against adverse movements in exchange rates between the U.S. Dollar and the Euro. The cross-currency swap agreements included provisions to exchange fixed-rate payments in U.S. Dollar for fixed-rate payments in Euro and were designated and qualified as a net investment hedge. These contracts had a Euro aggregate notional amount of approximately € 270 million and a U.S. Dollar aggregate notional amount of $ 275 million. Prior to the maturity of these two cross-currency swaps, on June 25, 2024, the Company de-designated these swaps and entered into four new cross-currency swaps for the same above notional amounts that mature in October 2026. On August 22, 2024, the Company entered into two additional cross-currency swap agreements, set to mature in October 2026. These contracts have a Euro aggregate notional amount of approximately € 90 million and a U.S. dollar aggregate notional amount of $ 100 million. These swaps are designated and accounted for as a net investment hedge. The changes in the spot rate of these instruments are recorded in AOCI in equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCI. The Company uses the spot method of assessing hedge effectiveness and as such, the initial value of the hedge components excluded from the assessment of effectiveness is recognized in the Interest expense and other, net line item in the Consolidated and Condensed Statements of Operations under a systematic and rational method over the life of the cross-currency swap agreements. Any ineffective portions of net investment hedges are reclassified from AOCI into earnings during the period of change. Due to the de-designation transaction above on June 25, 2024, the Company will keep the balance in AOCI related to the original derivative for the duration that the investment is held. The Company did not have any ineffectiveness related to net investment hedges during the six months ended July 4, 2025. The cash inflows and outflows associated with the excluded components of the Company’s cross-currency swap agreements designated as net investment hedges are classified in operating activities in the accompanying Consolidated and Condensed Statements of Cash Flows. The effects of the excluded components of designated net investment hedges on the Company’s Consolidated and Condensed Statements of Operations consisted of the following: Three Months Ended Six Months Ended Derivative Type Loss (Gain) Recognized in the Consolidated and Condensed Statements of Operations July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 (In thousands) Cross-currency swap agreements Interest expense and other, net $ 1,575 $ ( 1,175 ) $ ( 784 ) $ ( 2,354 ) The table below shows the fair value of the derivatives recognized in the Consolidated and Condensed Balance Sheets: July 4, 2025 December 31, 2024 Designated as Hedging Instruments Other Liabilities Other Assets Other Liabilities Other Assets (In thousands) Cross-currency swap agreements $ 53,941 $ — $ 1,830 $ — Interest rate swap agreement — — — 842 $ 53,941 $ — $ 1,830 $ 842 14 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) Derivatives Not Designated as Hedging Instruments The Company has certain foreign currency contracts that are not designated as hedges. As of July 4, 2025 and December 31, 2024, the Company had foreign currency contracts related to purchases and sales with notional values of $ 203.7 million and $ 178.7 million, respectively. The table below shows the fair value of derivative instruments not designated in a hedging relationship recognized in the Consolidated and Condensed Balance Sheets: July 4, 2025 December 31, 2024 Not Designated as Hedging Instruments Accrued Liabilities Other Current Assets Accrued Liabilities Other Current Assets (In thousands) Foreign currency contracts $ 1,474 $ 2,636 $ 379 $ 255 The amounts in the table above as of July 4, 2025 reflect the fair value of the Company’s foreign currency contracts on a net basis where allowable under master netting agreements. Had these amounts been recognized on a gross basis, the impact would have been a $ 0.8 million increase in Other current assets with a corresponding increase in Accrued liabilities. The Company recognized the following in its Consolidated and Condensed Financial Statements related to its derivative instruments not designated in a hedging relationship: Three Months Ended Six Months Ended Foreign Currency Contracts July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 (In thousands) Change in unrealized gains $ 2,578 $ 678 $ 1,285 $ 629 Realized gains 142 2,542 1,590 378 The above gains or losses on foreign currency contracts are usually offset by foreign exchange exposure on cash and intercompany positions, all of which are recognized in Interest expense and other, net, in the Consolidated and Condensed Statements of Operations. 12. Financial Instruments and Fair Value Measurements The carrying values of financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. 15 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows: July 4, 2025 December 31, 2024 Level One Level Two Level Three Total Level One Level Two Level Three Total (In thousands) Assets: Cash equivalents $ 14,078 $ — $ — $ 14,078 $ 8,990 $ — $ — $ 8,990 Foreign currency contracts — 3,410 — 3,410 — 657 — 657 Interest rate swap agreement — — — — — 842 — 842 Deferred compensation plans — 6,336 — 6,336 — 5,242 — 5,242 Other — 1,380 — 1,380 — — — — $ 14,078 $ 11,126 $ — $ 25,204 $ 8,990 $ 6,741 $ — $ 15,731 Liabilities: Foreign currency contracts $ — $ 2,249 $ — $ 2,249 $ — $ 781 $ — $ 781 Cross-currency swap agreements — 53,941 — 53,941 — 1,830 — 1,830 Deferred compensation plans — 6,336 — 6,336 — 5,242 — 5,242 $ — $ 62,526 $ — $ 62,526 $ — $ 7,853 $ — $ 7,853 The Company measures the fair value of foreign currency contracts, cross-currency swap agreements and interest rate swap agreement(s) using Level Two inputs based on observable spot and forward rates in active markets. Additionally, the fair value of derivatives designated in hedging relationships includes a credit valuation adjustment to appropriately incorporate nonperformance risk for the Company and the respective counterparty. For the six months ended July 4, 2025, the impact of the credit valuation adjustment on the Company’s derivatives is immaterial. Refer to Note 11, “Derivatives” for additional information. There were no transfers in or out of Level One, Two or Three during the six months ended July 4, 2025. 16 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) 13. Equity Share Repurchase Program On August 13, 2024, the Board of Directors authorized and approved a stock repurchase program to repurchase up to five million shares of the Company’s Common stock, par value $ 0.001 per share, from time-to-time on the open market, in privately negotiated transactions or as may otherwise be determined by the Company’s management in its discretion. No repurchases of the Company’s Common stock have been made through the six months ended July 4, 2025. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions, applicable legal requirements and other factors. There is no term associated with the repurchase authorization. Accumulated Other Comprehensive Loss The following tables present the changes in the balances of each component of AOCL including reclassifications out of AOCL for the six months ended July 4, 2025 and June 28, 2024. All amounts are net of tax and noncontrolling interest, if any. Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Net Investment Hedges Cash Flow Hedges Total (In thousands) Balance at December 31, 2024 $ ( 50,352 ) $ ( 679,791 ) $ ( 1,247 ) $ 1,816 $ ( 729,574 ) Other comprehensive (loss) income before reclassifications: Net actuarial loss 48 — — — 48 Foreign currency translation adjustment ( 421 ) 94,613 ( 15,371 ) — 78,821 Gain on long-term intra-entity foreign currency transactions — 391 — — 391 Unrealized gain on cash flow hedges — — — 16 16 Other comprehensive (loss) income before reclassifications ( 373 ) 95,004 ( 15,371 ) 16 79,276 Amounts reclassified from Accumulated other comprehensive loss (1)(2) 273 — — ( 1,832 ) ( 1,559 ) Net current period Other comprehensive (loss) income ( 100 ) 95,004 ( 15,371 ) ( 1,816 ) 77,717 Balance at April 4, 2025 ( 50,452 ) ( 584,787 ) ( 16,618 ) — ( 651,857 ) Other comprehensive (loss) income before reclassifications: Foreign currency translation adjustment ( 431 ) 117,446 ( 25,027 ) — 91,988 Gain on long-term intra-entity foreign currency transactions — 9,968 — — 9,968 Other comprehensive (loss) income before reclassifications ( 431 ) 127,414 ( 25,027 ) — 101,956 Amounts reclassified from Accumulated other comprehensive loss (1)(2) 202 — — — 202 Net current period Other comprehensive (loss) income ( 229 ) 127,414 ( 25,027 ) — 102,158 Balance at July 4, 2025 $ ( 50,681 ) $ ( 457,373 ) $ ( 41,645 ) $ — $ ( 549,699 ) (1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost. (2) The amount within the Cash Flow Hedges column is a component of Interest expense and other, net. See Note 11, “Derivatives” for additional details. 17 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Net Investment Hedges Cash Flow Hedges Total (In thousands) Balance at December 31, 2023 $ ( 59,805 ) $ ( 554,622 ) $ ( 17,215 ) $ 7,370 $ ( 624,272 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment 243 ( 38,265 ) 4,995 — ( 33,027 ) Gain on long-term intra-entity foreign currency transactions — 7,996 — — 7,996 Unrealized gain on cash flow hedges — — — 3,920 3,920 Other comprehensive income (loss) before reclassifications 243 ( 30,269 ) 4,995 3,920 ( 21,111 ) Amounts reclassified from Accumulated other comprehensive loss (1)(2) 629 — — ( 2,907 ) ( 2,278 ) Net current period Other comprehensive income (loss) 872 ( 30,269 ) 4,995 1,013 ( 23,389 ) Balance at March 29, 2024 ( 58,933 ) ( 584,891 ) ( 12,220 ) 8,383 ( 647,661 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment 6 ( 23,042 ) 686 — ( 22,350 ) Gain on long-term intra-entity foreign currency transactions — 8,162 — — 8,162 Unrealized gain on cash flow hedges — — — 811 811 Other comprehensive income (loss) before reclassifications 6 ( 14,880 ) 686 811 ( 13,377 ) Amounts reclassified from Accumulated other comprehensive loss (1)(2) 327 — — ( 2,662 ) ( 2,335 ) Net current period Other comprehensive income (loss) 333 ( 14,880 ) 686 ( 1,851 ) ( 15,712 ) Balance at June 28, 2024 $ ( 58,600 ) $ ( 599,771 ) $ ( 11,534 ) $ 6,532 $ ( 663,373 ) (1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost. (2) The amount within the Cash Flow Hedges column is a component of Interest expense and other, net. See Note 11, “Derivatives” for additional details. 18 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) 14. Commitments and Contingencies Asbestos Contingencies Certain entities are the legal obligor, or owner, for certain asbestos obligations including long-term asbestos insurance assets, long-term asbestos insurance receivables, accrued asbestos liabilities, long-term asbestos liabilities, asbestos indemnity expenses, asbestos-related defense costs and asbestos insurance recoveries related to the asbestos obligations of the Company’s legacy industrial businesses. As a result, the Company holds certain asbestos-related contingencies and insurance coverages. These subsidiaries are each one of many defendants in a large number of lawsuits that claim personal injury as a result of exposure to asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers, and were not manufactured by any of the Company’s subsidiaries, nor were the subsidiaries producers or direct suppliers of asbestos. The manufactured products that are alleged to have contained or used asbestos generally were provided to meet the specifications of the subsidiaries’ customers, including the U.S. Navy. The subsidiaries settle asbestos claims for amounts the Company considers reasonable given the facts and circumstances of each claim. The annual average settlement payment per asbestos claimant has fluctuated during the past several years while the number of cases has remained substantially even versus prior year. The Company expects such settlement value fluctuations to continue in the future based upon, among other things, the number and type of claims settled in a particular period and the jurisdictions in which such claims arise. To date, the majority of settled claims have been dismissed for no payment to plaintiffs. The Company has classified asbestos-related activity in Loss from discontinued operations, net of taxes in the Consolidated and Condensed Statements of Operations. Refer to the 2024 Form 10-K for further detail on this classification. The Company has projected each subsidiary’s future asbestos-related liability costs with regard to pending and future unasserted claims based upon the Nicholson methodology. The Nicholson methodology is a standard approach used by experts and has been accepted by numerous courts. It is ESAB’s policy to record a liability for asbestos-related liability costs for the longest period of time that ESAB management can reasonably estimate. The Company believes that it can reasonably estimate the asbestos-related liability for pending and future claims that will be resolved in the next 15 years and has recorded that liability at its best estimate. While it is reasonably possible that the subsidiaries will incur costs after this period, the Company does not believe the reasonably possible loss or a range of reasonably possible losses is estimable at the current time. Accordingly, no accrual has been recorded for any costs that may be paid after the next 15 years. Defense costs associated with asbestos-related liabilities as well as costs incurred related to efforts to recover insurance from the subsidiaries’ insurers are expensed as incurred. Each subsidiary has separate insurance coverage that was acquired prior to Company ownership. The Company estimates the insurance assets for each subsidiary based upon the applicable policy language, expected recoveries and allocation methodologies, and law pertaining to the affected subsidiary’s insurance policies. Asbestos-related claims activity since December 31 is as follows: Six Months Ended July 4, 2025 June 28, 2024 (Number of claims) Claims unresolved, beginning of period 13,758 13,648 Claims filed (1) 2,529 2,517 Claims resolved (2) ( 1,467 ) ( 1,447 ) Claims unresolved, end of period 14,820 14,718 (1) Claims filed include all asbestos claims for which notification has been received or a file has been opened. (2) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants. 19 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) The Company’s Consolidated and Condensed Balance Sheets included the following amounts related to asbestos-related litigation: July 4, 2025 December 31, 2024 (In thousands) Long-term asbestos insurance asset (1) $ 214,306 $ 234,951 Long-term asbestos insurance receivable (1) 18,072 16,691 Accrued asbestos liability (2) 41,966 40,779 Long-term asbestos liability (3) 231,075 253,287 (1) Included in Other assets in the Consolidated and Condensed Balance Sheets. (2) Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Consolidated and Condensed Balance Sheets. (3) Included in Other liabilities in the Consolidated and Condensed Balance Sheets. Management’s analyses are based on currently known facts and assumptions. Projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded that could materially affect the Company’s financial condition, results of operations or cash flow. From time to time, other asbestos allegations related to the Company’s legacy industrial businesses are brought against the Company. Management currently believes no loss is probable or estimable for these other matters. General Litigation The Company is involved in various pending legal proceedings arising out of the ordinary course of the Company’s business. None of these legal proceedings is expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings, and the litigation and claims described in the preceding paragraphs, management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company. 15. Segment Information ESAB is a focused premier industrial compounder. ESAB provides its partners with fabrication technology advanced equipment, consumables, gas control equipment, welding robotics and digital solutions. The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific. The Company’s management considers its Chief Operating Decision Maker (“CODM”) as Shyam Kambeyanda, President, Chief Executive Officer and Director. The Company’s management and CODM evaluate the operating results of each reportable segment, including assessment of profit or loss, performance and allocation of resources, based upon Net sales and Adjusted EBITDA, which represents Net income from continuing operations excluding the impact of Income tax expense, Interest expense and other, net, Pension settlement loss, Restructuring and other related charges, acquisition - amortization and other related charges and depreciation and other amortization . Segment results reflect the allocation of overhead costs, which primarily consist of Selling, general and administrative expense. 20 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) The Com pany’s segment results were as follows: Three Months Ended Six Months Ended July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 (In thousands) Net sales: Americas $ 282,729 $ 309,765 $ 563,394 $ 605,812 EMEA & APAC 432,857 397,288 830,330 790,985 $ 715,586 $ 707,053 $ 1,393,724 $ 1,396,797 Cost of sales: Americas $ 171,558 $ 186,895 $ 342,166 $ 371,891 EMEA & APAC 277,981 249,843 530,309 499,564 $ 449,539 $ 436,738 $ 872,475 $ 871,455 Allocated operating expense: Americas $ 10,077 $ 15,982 $ 27,517 $ 33,719 EMEA & APAC 24,365 24,197 51,159 50,679 $ 34,442 $ 40,179 $ 78,676 $ 84,398 Other operating expense: Americas $ 44,331 $ 42,204 $ 82,428 $ 81,420 EMEA & APAC 43,776 46,959 82,747 89,414 $ 88,107 $ 89,163 $ 165,175 $ 170,834 Adjusted EBITDA (1) : Americas $ 56,763 $ 64,684 $ 111,283 $ 118,782 EMEA & APAC 86,735 76,289 166,115 151,328 $ 143,498 $ 140,973 $ 277,398 $ 270,110 Depreciation, amortization and other impairment charges: Americas $ 8,644 $ 7,655 $ 16,848 $ 15,504 EMEA & APAC 10,711 8,888 19,998 17,426 $ 19,355 $ 16,543 $ 36,846 $ 32,930 Capital expenditures: Americas $ 4,381 $ 3,942 $ 8,116 $ 6,229 EMEA & APAC 4,799 5,081 8,358 10,208 $ 9,180 $ 9,023 $ 16,474 $ 16,437 (1) The following is a reconciliation of Net income from continuing operations to Adjusted EBITDA. Three Months Ended Six Months Ended July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024 (In thousands) Net income from continuing operations $ 69,812 $ 85,530 $ 142,376 $ 148,433 Income tax expense 18,283 17,885 38,782 36,389 Interest expense and other, net 20,999 15,940 37,781 33,031 Pension settlement loss — — — 12,155 Restructuring and other related charges (1) 1,390 4,773 5,889 6,697 Acquisition - amortization and other related charges (2) 21,592 7,730 31,193 15,507 Depreciation and other amortization 11,422 9,115 21,377 17,898 Adjusted EBITDA $ 143,498 $ 140,973 $ 277,398 $ 270,110 21 ESAB CORPORATION NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) (1) I ncludes 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 $ 12.8 million and $ 14.2 million for the three and six months ended July 4, 2025, respectively, and $ 0.5 million and $ 0.6 million for the three and six months ended June 28, 2024, respectively. Additionally, it includes amortization of intangibles and fair value charges on acquired inventories totaling $ 8.8 million and $ 17.0 million three and six months ended July 4, 2025, respectively, and $ 7.3 million and $ 14.9 million for the three and six months ended June 28, 2024, respectively. July 4, 2025 December 31, 2024 (In thousands) Investments in equity method investees: Americas $ — $ — EMEA & APAC 31,270 28,885 $ 31,270 $ 28,885 Total assets: Americas $ 1,811,198 $ 1,796,167 EMEA & APAC 2,621,165 2,237,808 $ 4,432,363 $ 4,033,975 Property, plant and equipment, net (1) : United States $ 72,004 $ 73,036 Czech Republic 62,285 55,554 India 32,249 31,506 Mexico 22,974 20,495 Poland 19,825 17,227 Other foreign countries 117,348 100,529 $ 326,685 $ 298,347 (1) As the Company does not allocate all long-lived assets, specifically intangible assets, to each individual country, evaluation of long-lived assets in total is impracticable. 16. Subsequent Event The dividend of $ 6.1 million included in Accrued liabilities in the Consolidated and Condensed Balance Sheets at July 4, 2025 was paid on July 18, 2025 to stockholders of record as of July 3, 2025. 22