Item 5. Other Information
Item 5. Other Information
(a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2025, the Company and Eleanor Lukens commenced the transition of her prior duties as President, Americas of the Company.
(c) Trading Plans
On May 16, 2025 , Ms. Eleanor Lukens , President , Americas of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to (i) 5,518 shares of Company common stock between August 15, 2025 and May 13, 2026, subject to certain conditions, all of which shares are to be acquired upon exercise of employee stock options and (ii) 2,770 shares of Company common stock between January 26, 2026 and May 13, 2026, subject to certain conditions.
On June 6, 2025 , Mr. Kevin Johnson , Chief Financial Officer of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to (i) 9,139 shares of Company common stock between September 8, 2025 and February 24, 2026, subject to certain conditions, all of which shares are to be acquired upon exercise of employee stock options scheduled to expire on February 24, 2026 and (ii) 7,300 shares of Company common stock between September 8, 2025 and February 22, 2027, subject to certain conditions, all of which shares are to be acquired upon exercise of employee stock options scheduled to expire on February 23, 2027.
On June 13, 2025 , Mr. Shyam P. Kambeyanda , the President and Chief Executive Officer of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to (i) 59,404 shares of Company common stock between September 15, 2025 and February 23, 2026, subject to certain conditions, all of which shares are to be acquired upon exercise of employee stock options scheduled to expire on February 24, 2026 and (ii) 9,286 shares of Company common stock between September 15, 2025 and February 27, 2026, subject to certain conditions.
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Item 6. Exhibits
Exhibit No. Exhibit Description
10.1#
Amended and Restated ESAB Corporation 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on May 14, 2025).
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q for the quarter ended July 4, 2025 is formatted in Inline XBRL (included as Exhibit 101).
# Indicates management contract or compensatory plan, contract or arrangement.
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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 thereunto duly authorized.
Registrant: ESAB Corporation
By:
/s/ Shyam P. Kambeyanda President and Chief Executive Officer
Shyam P. Kambeyanda (Principal Executive Officer) August 6, 2025
/s/ Kevin Johnson Chief Financial Officer
Kevin Johnson (Principal Financial Officer) August 6, 2025
/s/ Renato Negro Controller and Chief Accounting Officer
Renato Negro (Principal Accounting Officer) August 6, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.