Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, these disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). 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.
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.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K. See “Report of Independent Registered Public Accounting Firm.”
Changes in 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.
Item 9B. Other Information
(c) Trading Plans
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
89
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information relating to our Executive Officers is set forth in Part I of this Form 10-K u nder the caption “Information About Our Executive Officers”. Additional information r egarding our Directors, Audit Committee and compliance with Section 16(a) of the Exchange Act, if necessary, is incorporated by reference to such information included in our 2026 Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K under the captions “Election of Directors,” “Board of Directors and its Committees - Audit Committee” and “Delinquent Section 16(a) Reports.”
As part of our system of corporate governance, our Board of Directors has adopted a code of ethics that applies to all employees, including our principal executive officer, our principal financial officer, principal accounting officer or other persons performing similar functions. A copy of the code of ethics is available on the Corporate Governance page of the Investor Relations section of our website at www.esabcorporation.com . We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our code of ethics by posting such information on our website at the address above.
Information relating to our insider trading policies and procedures is incorporated by reference to such information included in our 2026 Proxy Statement under the caption “Policies on Insider Trading, Hedging and Stock Ownership.”
Item 11. Executive Compensation
Information responsive to this item is incorporated by reference to such information included in our 2026 Proxy Statement under the captions “Executive Compensation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “CEO Pay Ratio Disclosure,” “Pay Versus Performance” and “Equity Award Grant Practices.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information responsive to this item is incorporated by reference to such information included in our 2026 Proxy Statement under the captions “Beneficial Ownership of Our Common Stock” and “Equity Compensation Plan Information.”
Item 13. Certain Relationships and Related Transactions and Director Independence
Information responsive to this item is incorporated by reference to such information included in our 2026 Proxy Statement under the captions “Certain Relationships and Related Person Transactions” and “Director Independence.”
Item 14. Principal Accountant Fees and Services
Information responsive to this item is incorporated by reference to such information included in our 2026 Proxy Statement under the captions “Independent Registered Public Accounting Firm Fees and Services” and “Audit Committee’s Pre-Approval Policies and Procedures.”
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(A) The following documents are filed as part of this report.
(1) Financial Statements. The financial statements are set forth under Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K.
(2) Schedules. An index of Exhibits and Schedules begins on page 92 of this report. Schedules other than those listed below have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
(3) Exhibits. See exhibits listed under Part (B) below.
(B) Exhibits.
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE
Schedule: Page Number in Form 10-K
Valuation and Qualifying Accounts 98
EXHIBIT INDEX
Exhibit
No.
Description
Location
2.1
Separation and Distribution Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation Incorporated by reference to Exhibit 2.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022
3.1
Amended and Restated Certificate of Incorporation of ESAB Corporation Incorporated by reference to Exhibit 3.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022
3.2
Amended and Restated Bylaws of ESAB Corporation Incorporated by reference to Exhibit 3.2 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022
4.1
Description of Securities registered under Section 12 of the Exchange Act Incorporated by reference to Exhibit 4.1 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on March 7, 2023
4.2
Indenture, dated as of April 9, 2024, by and among ESAB Corporation, as issuer, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee Incorporated by reference to Exhibit 4.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 9, 2024
4.3
Form of Global Note Incorporated by reference to Exhibit 4.2 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 9, 2024
10.1
Transition Services Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022
10.2
Tax Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation Incorporated by reference to Exhibit 10.2 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022
10.3
Employee Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation Incorporated by reference to Exhibit 10.3 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022
10.4
Intellectual Property Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation Incorporated by reference to Exhibit 10.4 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022
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10.5
EBS License Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation Incorporated by reference to Exhibit 10.5 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022
10.6
Registration Rights Agreement, dated March 17, 2022, among ESAB Corporation, Mitchell P. Rales and Steven M. Rales Incorporated by reference to Exhibit 10.7 to ESAB Corporation’s registration statement on Form S-1 (File No. 333-268325) as filed with the SEC on November 14, 2022
10.7
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
10.8#
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
10.9#
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
10.10#
The ESAB Group, Inc. Excess Benefits Plan Incorporated by reference to Exhibit 10.10 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.11#
The ESAB Group, Inc. Nonqualified Deferred Compensation Plan Incorporated by reference to Exhibit 10.11 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.12#
ESAB Corporation Executive Officer Severance Plan Incorporated by reference to Exhibit 10.12 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.13#
Letter Agreement, effective as of May 15, 2016, between Colfax Corporation and Shyam Kambeyanda Incorporated by reference to Exhibit 10.13 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.14#
Letter Agreement, dated April 26, 2019, between Colfax Corporation and Kevin Johnson Incorporated by reference to Exhibit 10.14 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.15#
Letter Agreement, dated April 4, 2017, between Colfax Corporation and Olivier Biebuyck Incorporated by reference to Exhibit 10.15 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.16#
Letter Agreement, dated December 17, 2021, between ESAB Corporation and Kevin Johnson Incorporated by reference to Exhibit 10.17 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.17#
Letter Agreement, dated December 12, 2021, between ESAB Corporation and Olivier Biebuyck Incorporated by reference to Exhibit 10.18 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.18#
Letter Agreement, dated December 10, 2021, between ESAB Corporation and Curtis Jewell Incorporated by reference to Exhibit 10.20 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
93
10.19#
Letter Agreement, dated December 10, 2021, between ESAB Corporation and Michele Campion Incorporated by reference to Exhibit 10.21 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on March 7, 2023
10.20#
Employment Agreement, dated February 21, 2022, between ESAB Corporation and Shyam Kambeyanda Incorporated by reference to Exhibit 10.21 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.21#
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. 001-41297) as filed with the SEC on February 29, 2024
10.22#
Form of Change in Control Agreement, effective October 27, 2020 (Colfax) Incorporated by reference to Exhibit 10.22 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.23#
Change in Control Agreement, dated October 30, 2020, between Colfax Corporation and Shyam Kambeyanda Incorporated by reference to Exhibit 10.23 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.24#
Form of Change in Control Agreement, effective March 5, 2021 (ESAB) Incorporated by reference to Exhibit 10.24 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.25#
Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Shyam Kambeyanda Incorporated by reference to Exhibit 10.25 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.26#
Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Olivier Biebuyck Incorporated by reference to Exhibit 10.27 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.27#
Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Curtis Jewell Incorporated by reference to Exhibit 10.28 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.28#
Retention Agreement, dated March 5, 2021, between Colfax Corporation and Shyam Kambeyanda Incorporated by reference to Exhibit 10.29 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.29#
Form of Retention Agreement, dated March 5, 2021 Incorporated by reference to Exhibit 10.30 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.30#
Form of Change in Control Agreement, effective February 17, 2022 (ESAB) Incorporated by reference to Exhibit 10.31 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.31#
Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Kevin Johnson Incorporated by reference to Exhibit 10.32 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.32#
Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Olivier Biebuyck Incorporated by reference to Exhibit 10.33 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.33#
Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Curtis Jewell Incorporated by reference to Exhibit 10.36 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
94
10.34#
Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Michele Campion Incorporated by reference to Exhibit 10.35 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on March 7, 2023
10.35#
Form of ESAB Corporation Officer Non-Qualified Stock Option Agreement Incorporated by reference to Exhibit 10.38 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.36#
Form of ESAB Corporation Officer Performance Stock Unit Agreement Incorporated by reference to Exhibit 10.39 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.37#
Form of ESAB Corporation Officer Restricted Stock Unit Agreement Incorporated by reference to Exhibit 10.40 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.38#
Form of ESAB Corporation Outside Director Non-Qualified Stock Option Agreement Incorporated by reference to Exhibit 10.41 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.39#
Form of ESAB Corporation Outside Director Restricted Stock Unit Agreement Incorporated by reference to Exhibit 10.42 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022
10.40#
Form of ESAB Corporation Restricted Stock Unit Agreement for Mitchell P. Rales Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Quarterly Report on Form 10-Q (File No. 001-41297) as filed with the SEC on October 29, 2024
18.1
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
19.1
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
97.1
ESAB Corporation Clawback Policy Incorporated by reference to Exhibit 97.1 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on February 29, 2024
Exhibit
No. Description Location
21.1
Subsidiaries of the Registrant Filed herewith
23.1
Consent of Ernst & Young LLP. Filed herewith
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 Filed herewith
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 Filed herewith
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 Filed herewith
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 Filed herewith
Exhibit
No. Description Location
101.CAL Inline XBRL Extension Calculation Linkbase Document Filed herewith
95
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
101.INS Inline XBRL Instance Document Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
104 Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is formatted in Inline XBRL (included as Exhibit 101)
Filed herewith
# Indicates management contract or compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
96
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on February 20, 2026.
ESAB CORPORATION
By: /s/ SHYAM P. KAMBEYANDA
Shyam P. Kambeyanda
President and Chief Executive Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Date: February 20, 2026
/s/ SHYAM P. KAMBEYANDA
Shyam P. Kambeyanda
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ KEVIN JOHNSON
Kevin Johnson
Chief Financial Officer
(Principal Financial Officer)
/s/ RENATO NEGRO
Renato Negro
Chief Accounting Officer
(Principal Accounting Officer)
/s/ MITCHELL P. RALES
Mitchell P. Rales
Chairman of the Board
/s/ PATRICK W. ALLENDER
Patrick W. Allender
Director
/s/ MELISSA CUMMINGS
Melissa Cummings
Director
/s/ RHONDA L. JORDAN
Rhonda L. Jordan
Director
/s/ ROBERT S. LUTZ
Robert S. Lutz
Director
/s/ SÉBASTIEN MARTIN
Sébastien Martin
Director
/s/ STEPHANIE M. PHILLIPPS
Stephanie M. Phillipps
Director
/s/ DIDIER TEIRLINCK
Didier Teirlinck
Director
/s/ RAJIV VINNAKOTA
Rajiv Vinnakota
Director
97
Schedule II - Valuation and Qualifying Accounts
Balance at
Beginning
of Period Charged to Cost and
Expense (1)
Write-Offs Write-Downs
Deductions and Other Foreign
Currency
Translation Balance at
End of
Period
(in thousands)
Year Ended December 31, 2025:
Allowance for credit losses $ 23,850 $ ( 173 ) $ ( 3,307 ) $ 1,395 $ 21,765
Valuation allowance for deferred tax assets 65,007 ( 13,285 ) 2,997 164 54,883
Year Ended December 31, 2024:
Allowance for credit losses $ 25,477 $ 2,248 $ ( 2,423 ) $ ( 1,452 ) $ 23,850
Valuation allowance for deferred tax assets 79,355 ( 761 ) ( 12,478 ) ( 1,109 ) 65,007
Year Ended December 31, 2023:
Allowance for credit losses $ 23,471 $ 3,902 $ ( 2,289 ) $ 393 $ 25,477
Valuation allowance for deferred tax assets 88,202 ( 12,283 ) — 3,426 79,355
(1) Amounts charged to expense are net of recoveries for the respective period.
98