In addition to the information set forth in this Quarterly Report on Form 10-Q, including under “Management Discussion and Analysis of Financial Condition and Results of Operations - Special Note Regarding Forward Looking Statements,” in Part I.
−Removed: Item 2, you should carefully consider the factors discussed in the “Risk Factors” section of the Company’s 2024 Form 10-K filed with the SEC on February 20, 2025, as updated by the “Risk Factors” section in Part II.
−Removed: Item 1A of the Company’s Form 10-Q for the quarterly period ended April 4, 2025 filed with the SEC on May 1, 2025.
+Added: Item 2, you should carefully consider the factors discussed in the “Risk Factors” section of the Company’s 2025 Form 10-K filed with the SEC on February 20, 2026, as supplemented below with respect to the acquisition of Eddyfi Technologies (the “Acquisition” or “Eddyfi”).
+Added: The parties to the Acquisition may be unable to satisfy the conditions to the completion of the Acquisition and the Acquisition may not be completed.
+Added: Completion of the Acquisition is conditioned on, among other things, (i) the accuracy of the representations and warranties of each party to the Share Purchase Agreement (the “SPA”), dated as of January 31, 2026, among ESAB, 9559-2796 Québec Inc., a corporation governed by the laws of the Province of Québec and a wholly owned indirect subsidiary of ESAB (the “Purchaser”), the vendors party thereto, and certain of their affiliates and representatives party thereto (subject to specified materiality standards);
+Added: (ii) compliance by each party in all material respects with its covenants;
+Added: (iii) regulatory approvals, (iv) there being no order by a governmental authority prohibiting or restricting the consummation of the Acquisition and the other transactions contemplated by the SPA, and (v) the delivery of certain items as set out in the SPA to the relevant parties.
+Added: These and other conditions to the completion of the Acquisition may fail to be satisfied.
+Added: Satisfying the conditions to and completion of the Acquisition may take longer, and could cost more, than we expect.
+Added: Any delay in completing the Acquisition or any additional conditions imposed in order to complete the Acquisition may materially adversely affect the synergies and other benefits that we expect to achieve if the Acquisition and the integration of the Eddyfi business are completed within the expected timeframe.
+Added: We may fail to realize all of the anticipated benefits of the Acquisition or those benefits may take longer to realize than expected.
+Added: We believe that there are significant operational and financial benefits resulting from the Acquisition.
+Added: However, the efforts to realize these benefits could be a complex process and the failure to do so effectively or in a timely manner may negatively affect our earnings.
+Added: The full benefits of the Acquisition, including the anticipated operational synergies and market expansion, may not be realized as expected or may not be achieved within the anticipated time frame, or at all.
+Added: Failure to achieve the anticipated benefits of the Acquisition could adversely affect our results of operations or cash flows, cause dilution to our earnings per share and decrease or delay any accretive effect of the Acquisition.
+Added: In addition, we have diverted, and will continue to divert, significant management resources towards the completion of the Acquisition, which could adversely affect our business and results of operations.
+Added: Eddyfi may have liabilities that are not known, probable or estimable at this time.
+Added: As a result of the Acquisition, we will effectively assume some or all of Eddyfi’s liabilities, whether or not currently known.
+Added: There may be claims, assessments or liabilities that we did not discover or identify in the course of performing due diligence investigations of Eddyfi.
+Added: In addition, there may be liabilities that are neither probable nor estimable at this time, which may become probable and estimable in the future.
+Added: Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business.
+Added: We may uncover additional information about Eddyfi that adversely affects, such as unknown, unasserted or contingent liabilities and issues relating to compliance with applicable laws.
+Added: We have incurred, and expect to continue to incur, transaction costs in connection with the Acquisition.
+Added: In connection with the Acquisition, we have incurred and expect to continue to incur costs and expenses, including financial advisory, legal, accounting, consulting and other advisory fees and expenses and other related charges.
+Added: In addition, we may incur one-time charges as a result of costs associated with the Acquisition.
+Added: We will not be able to quantify the exact amount of these charges or the period in which they will be incurred until after the Acquisition is completed.
+Added: Some of the factors affecting the costs associated with the Acquisition include the timing of the completion of the Acquisition.
+Added: While we have assumed that a certain level of expenses will be incurred in connection with the Acquisition, there are many factors that could affect the total amount.
+Added: There may also be additional unanticipated significant costs in connection with the Acquisition that we do not anticipate and may not be able to fully recover.
+Added: These costs and expenses could reduce the benefits and income we expect to achieve from the Acquisition.
+Added: Historical financial statements of Eddyfi and pro forma financial information about the Acquisition have not been disclosed to investors and will not be made available until after the Acquisition has been completed.
+Added: We have not publicly disclosed the historical financial statements of Eddyfi or pro forma financial information about the Acquisition and investors do not have the benefit of such historical financial statements or pro forma financial information in deciding to invest in our common stock.
+Added: Accordingly, when deciding whether to purchase our common stock, you should consider the fact that there is very limited public information related to Eddyfi or its anticipated impact on our financial results.
+Added: We are required to file historical financial statements of Eddyfi and pro forma financial information with the SEC no later than 75 days after the closing of the Acquisition.
+Added: Once the financial results of Eddyfi have been included in our financial results, our financial statements will differ significantly from our historical financial statements.
Unregistered Sales of Equity Securities and Use of Proceeds
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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.