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 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”).
−Removed: 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.
−Removed: 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);
−Removed: (ii) compliance by each party in all material respects with its covenants;
−Removed: (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.
−Removed: These and other conditions to the completion of the Acquisition may fail to be satisfied.
−Removed: Satisfying the conditions to and completion of the Acquisition may take longer, and could cost more, than we expect.
−Removed: 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: 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 and updated below.
We may fail to realize all of the anticipated benefits of the Acquisition or those benefits may take longer to realize than expected.
3 unchanged sentences
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.
−Removed: 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.
Eddyfi may have liabilities that are not known, probable or estimable at this time.
3 unchanged sentences
Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business.
−Removed: 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 may uncover additional information about Eddyfi that adversely affects our business, such as unknown, unasserted or contingent liabilities and issues relating to compliance with applicable laws.
We have incurred, and expect to continue to incur, transaction costs in connection with the Acquisition.
−Removed: 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.
−Removed: In addition, we may incur one-time charges as a result of costs associated with the Acquisition.
−Removed: 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.
−Removed: Some of the factors affecting the costs associated with the Acquisition include the timing of the completion of the Acquisition.
−Removed: 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.
−Removed: 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: In connection with the Acquisition, we have incurred and may continue to incur costs and expenses, including financial advisory, legal, accounting, consulting and other advisory fees and expenses and other related charges.
These costs and expenses could reduce the benefits and income we expect to achieve from the Acquisition.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Once the financial results of Eddyfi have been included in our financial results, our financial statements will differ significantly from our historical financial statements.
+Added: The following updates and replaces the risk factor in the 2025 Form 10-K entitled “Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimates, which could materially and adversely affect our business, financial condition and results of operations.”
+Added: Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimates, which could materially and adversely affect our business, financial condition and results of operations.
+Added: Certain of our subsidiaries, which were contributed by the Former Parent, Colfax Corporation now known as Enovis Corporation (“Former Parent”), immediately prior to the consummation of the separation from the Former Parent (the “Separation”) and pursuant to the terms of the separation agreement entered into with the Former Parent in connection with the Separation, are among the many defendants named 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.
+Added: Such components were acquired from third-party suppliers and were not manufactured by any of these subsidiaries, nor were these subsidiaries producers or direct suppliers of asbestos.
+Added: Additionally, pursuant to the definitive purchase agreements related to the
+Added: sale of the Former Parent’s Fluid Handling (“FH”) and Air and Gas Handling (“AGH”) businesses, the Former Parent and its subsidiaries retained the asbestos-related contingencies and insurance coverage related to these businesses, even though the Former Parent sold the operating assets of its FH and AGH businesses.
+Added: In connection with the Separation, we agreed to indemnify the Former Parent for, among other things, the retained asbestos-related contingencies and liabilities related to these businesses.
+Added: “Legal Proceedings” and Part II, Item 8.
+Added: Note 19, “Commitments and Contingencies” of this Form 10-K.
+Added: For purposes of our financial statements, we have estimated the future claims exposure and the amount of insurance available based upon certain assumptions with respect to future claims and liability costs.
+Added: We estimate the liability costs to be incurred in resolving pending and forecasted claims for the next 15-year period as well as the amount of insurance proceeds available for such claims.
+Added: We reevaluate these estimates regularly.
+Added: Although we believe our current estimates are reasonable, a change in the time period used for forecasting liability costs, the actual number of future claims brought, the cost of resolving these claims, the likelihood of payment by, and the solvency of, insurers and the amount of remaining insurance available could be substantially different than the estimates, and future revaluation of liabilities and insurance recoveries could result in material adjustments to these estimates, any of which could materially and adversely affect our business, financial condition and results of operations.
+Added: Our estimates of the amount and duration of defense, settlement and/or judgment costs that we incur with respect to these claims may not be accurate, and can be affected by developments in the proceedings or in other factors affecting our assumptions.
+Added: For example, in one proceeding the South Carolina Supreme Court recently ruled that a court-appointed receiver could pursue claims against us and other third parties on behalf of a manufacturer whose products allegedly caused or contributed to plaintiffs’ injuries.
+Added: Although we believe the matter was wrongly decided and the decision does not address whether we have any liability, to which we believe we have appropriate defenses, it allows the receiver’s claims to proceed, requiring us to incur additional legal defense costs from continued proceedings and potentially exposing us to future claims and greater liability than we had previously estimated.
+Added: While a portion of our defense, settlement and/or judgment costs have historically been reimbursed by insurers, we also incur legal costs in connection with collection of insurance recoveries from certain of the contributed subsidiaries’ insurers relating to insurance coverage.
+Added: These costs also may be significant, and difficult to predict.
+Added: Additionally, we may experience delays in receiving reimbursement from insurers, during which time we may be required to pay cash for settlement or legal defense costs.
+Added: Any increase in the actual number of future claims brought against us, the costs of defending or resolving these claims, the costs of pursuing claims against our insurers, the likelihood and timing of payment by, and the solvency of, insurers and the amount of remaining insurance available, could materially and adversely affect our business, financial condition and results of operations.
+Added: ”Legal Proceedings” of this Form 10-K.
Unregistered Sales of Equity Securities and Use of Proceeds
2 unchanged sentences
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.