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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-20 · 25 added, 24 removed, 198 unchanged (20% of the section changed)

6 unchanged sentences

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024 based on the criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

The Company completed the EWM acquisition on August 22, 2025.

The business we acquired in the EWM acquisition represented approximately 8% of the Company’s Total assets as of December 31, 2025 and approximately 2% of the Company’s Net sales for the year ended December 31, 2025.

Management considers this transaction to be material to the Company’s consolidated financial statements and believes that the internal controls and procedures of EWM have a material effect on the Company’s internal control over financial reporting.

We are currently in the process of incorporating the internal controls and procedures of EWM into our internal controls over financial reporting and extending our compliance program under the Sarbanes-Oxley Act of 2002 to include EWM.

The Company will report on its assessment of the consolidated operations within the time period provided by the Exchange Act and the applicable SEC rules and regulations concerning business combinations.

Aside from the aforementioned EWM exclusion, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

2 unchanged sentences

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that have occurred d uring the most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the EWM acquisition noted above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

On December 13, 2024, Mr.

Olivier Biebuyck , President , Fabrication Technology of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 16,266 shares of Company common stock between March 13, 2025 and December 31, 2025 , subject to certain conditions, all of which shares are to be acquired upon the exercise of employee stock options.

On November 7, 2025 , Ms.

Michele Campion , Chief Human Resources Officer of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to (i) 7,196 shares of Company common stock on February 27, 2026, subject to

certain conditions, all of which shares are to be acquired upon exercise of employee stock options and (ii) 2,200 shares of Company common stock on February 27, 2026, subject to certain conditions.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

18 unchanged sentences

The financial statements are set forth under Part II, Item 8.

“Financial Statements and Supplementary Data” of this report on Form 10-K.

“Financial Statements and Supplementary Data” of this Form 10-K.

(2) Schedules.

31 unchanged sentences

001-41297) as filed with the SEC on April 8, 2022

Stockholder’s and Registration Rights Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation Incorporated by reference to Exhibit 10.6 to ESAB Corporation’s Form 8-K (File No.

001-41297) as filed with the SEC on April 8, 2022

Registration Rights Agreement, dated March 17, 2022, among ESAB Corporation, Mitchell P.

2 unchanged sentences

333-268325) as filed with the SEC on November 14, 2022

Credit Agreement, dated April 4, 2022, by and among ESAB Corporation, as the lead borrower, the other loan parties from time to time party thereto, including any designated subsidiary borrower party thereto pursuant to the terms thereof and certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the co-syndication agents, joint bookrunners and joint lead arrangers named therein Incorporated by reference to Exhibit 10.7 to ESAB Corporation’s Form 8-K (File No.

001-41297) as filed with the SEC on April 8, 2022

Amendment No.

2 to Credit Agreement, dated June 28, 2022 Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No.

001-41297) as filed with the SEC on June 28, 2022

ESAB Corporation 2022 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.8 to ESAB Corporation’s Form 8-K (File No.

001-41297) as filed with the SEC on April 8, 2022

ESAB Corporation Annual Incentive Plan Incorporated by reference to Exhibit 10.9 to ESAB Corporation’s registration statement on Form 10-12B/A (File No.

001-41297) as filed with the SEC on March 11, 2022

Amended and Restated Credit Agreement, dated October 16, 2025, by and among ESAB Corporation, as the lead borrower, the other loan parties from time to time party thereto, including certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the co-syndication agents, joint bookrunners and joint lead arrangers named therein Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No.

001-41297) as filed with the SEC on October 16, 2025

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

Amended and Restated ESAB Corporation Annual Incentive Plan, effective as of February 27, 2025 Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 10-QA (File No.

001-41297) as filed with the SEC on May 1, 2025

The ESAB Group, Inc.

22 unchanged sentences

001-41297) as filed with the SEC on March 11, 2022

Letter Agreement, dated December 12, 2022, between ESAB Corporation and Eleanor Lukens Incorporated by reference to Exhibit 10.23 to ESAB Corporation’s Annual Report on Form 10-K (File No.

001-41297) as filed with the SEC on February 29, 2024

Letter Agreement, dated January 9, 2023, between ESAB Corporation and Olivier Biebuyck Incorporated by reference to Exhibit 10.24 to ESAB Corporation’s Annual Report on Form 10-K (File No.

39 unchanged sentences

001-41297) as filed with the SEC on October 29, 2024

Letter from Ernst & Young LLP regarding Change in Accounting Principle Filed herewith

Insider Trading Policy and Procedures Filed herewith

Letter from Ernst & Young LLP regarding Change in Accounting Principle Incorporated by reference to Exhibit 18.1 to ESAB Corporation’s Annual Report on Form 10-K (File No.

001-41297) as filed with the SEC on February 20, 2025

Insider Trading Policy and Procedures Incorporated by reference to Exhibit 19.1 to ESAB Corporation’s Annual Report on Form 10-K (File No.

001-41297) as filed with the SEC on February 20, 2025

ESAB Corporation Clawback Policy Incorporated by reference to Exhibit 97.1 to ESAB Corporation’s Annual Report on Form 10-K (File No.

42 unchanged sentences

/s/ ROBERT S.

/s/ SÉBASTIEN MARTIN

Sébastien Martin

/s/ STEPHANIE M.

6 unchanged sentences

Write-Offs Write-Downs

Deductions and Other (2)

Deductions and Other Foreign

Translation Balance at

(Dollars in thousands)

(in thousands)

Year Ended December 31, 2025:

7 unchanged sentences

Valuation allowance for deferred tax assets 88,202 ( 12,283 ) — 3,426 79,355

15,465 4,503 68,876 ( 642 ) 88,202

(1) Amounts charged to expense are net of recoveries for the respective period.

(2) As of December 31, 2022, valuation allowance for deferred tax assets “Other” of $ 68.9 million is primarily due to valuation allowance transferred from Former Parent.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures