UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1226, 2026

ESAB Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-41297		87-0923837
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification ~~No.~~Number)

909 Rose Avenue, 8th Floor
North Bethesda, MD 20852
(Address of Principal Executive Offices) (Zip Code)

(301) 323-9099
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ESAB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7 1.01. Entry ~~Regulation~~into FDa ~~Disclosure.~~Material Definitive Agreement

On March 1226, 2026, ESAB Corporation, a Delaware corporation (the “Company”), issued ~~a press release announcing the commencement of a proposed offering of~~ $1,000.0 million in aggregate principal amount of 5.625% senior notes due 2031 (the “Notes”). inThe aNotes ~~private offering~~were issued pursuant to ~~“qualified~~an ~~institutional~~indenture, ~~buyers~~dated as of March 26, 2026 (the “Indenture”), by and among the Company, the Guarantors (as defined inbelow) ~~Rule 144A~~ and U.S. Bank Trust Company, National Association (the “Trustee”). The Company plans to ~~certain~~use ~~persons~~a ~~outside~~portion of the ~~United~~net ~~States under~~proceeds ~~Regulation S~~from the sale of the ~~Securities~~Notes, ~~Act~~after payment of ~~1933~~related fees and expenses, asalong ~~amended~~with (i) proceeds from the ~~“Securities~~issuances ~~Act~~of the newly created series of convertible preferred stock (“Preferred Stock”) and common stock, ~~subject~~par tovalue ~~market~~$0.001 per share (the “Common Stock”) and ~~other~~(ii) ~~conditions. On~~proceeds ~~March~~of ~~12,~~borrowings ~~2026,~~under the Company’s ~~issued~~senior arevolving ~~press~~credit ~~release~~facility, ~~announcing~~to ~~the~~pay ~~pricing~~all or a portion of the ~~proposed~~purchase ~~offering~~price of $1.45 ~~Copies~~billion ofto ~~the~~acquire ~~press~~Eddyfi ~~releases~~Technologies, ~~are~~a ~~attached~~global ~~hereto~~leader asin ~~Exhibits 99.1~~advanced inspection and ~~99.2~~monitoring technologies (such transaction, the “Acquisition”), and ~~are~~to ~~incorporated~~pay ~~herein~~associated costs byand ~~reference~~expenses.

The Notes ~~have~~are ~~not been~~senior, ~~and~~unsecured ~~will~~obligations not be, registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the ~~Securities~~Company ~~Act~~ and ~~any~~are ~~such~~guaranteed ~~state~~on ~~securities laws. The information set forth herein regarding the proposed offering is neither an offer to sell nor~~ a ~~solicitation~~senior, ofunsecured anbasis ~~offer~~by tocertain ~~buy any~~ of the ~~Notes. The proposed~~Company’s ~~offering~~domestic ~~will~~subsidiaries ~~be made only to eligible offerees pursuant to documentation relating specifically thereto and will be subject to~~ (the ~~terms and conditions set forth in the applicable offering documents~~“Guarantors”).

The Notes ~~information~~will ~~contained~~pay ~~under~~interest ~~this~~at ~~Item~~a ~~7.01 in~~rate ~~this~~of ~~Current~~5.625% ~~Report~~per onyear, ~~Form~~payable 8semi-K,annually ~~including~~in ~~the~~cash ~~information~~in ~~included~~arrears inon ~~Exhibits~~April ~~99.~~1 and ~~99.2~~October ~~hereto~~1 of each year, beginning ison ~~being~~October ~~furnished~~1, ~~and~~2026. The Notes will mature on April 1, as2031, aunless repurchased or redeemed in accordance with their terms prior ~~result,~~to such ~~information~~date. ~~shall~~The ~~not~~Notes beare ~~deemed~~subject ~~“filed”~~to ~~for~~a ~~purposes~~special mandatory redemption at a redemption price equal to 100% of ~~Section~~the 18initial issue price of the ~~Securities~~Notes, ~~Exchange~~plus ~~Act~~any accrued and unpaid interest to, but not including, the date of ~~1934~~such special mandatory redemption, ~~as amended~~if (i) the ~~“Exchange~~Acquisition is ~~Act”~~not consummated on or prior to the outside date as set forth under the related share purchase agreement or (ii), the Company notifies the Trustee that the share purchase agreement has been terminated in accordance with its terms or ~~otherwise~~upon ~~subject~~the occurrence of certain other events prior to the ~~liabilities~~outside ofdate ~~that~~as ~~section,~~set ~~nor~~forth ~~shall~~under ~~such~~the ~~information~~share purchase agreement. The Notes will also be ~~deemed~~redeemable at the sole discretion ~~incorporated~~of bythe ~~reference~~Company, in whole or in part, at any ~~filing~~time ~~under~~prior to April 1, 2028, at a redemption price equal to 100% of the ~~Securities~~aggregate ~~Act~~principal amount, orplus any accrued and unpaid interest to, but not including, the ~~Exchange~~date ~~Act~~of redemption, ~~regardless~~plus a “make-whole” premium. The Notes will be redeemable at the sole discretion of the Company, in whole or in part, at any ~~general~~time ~~incorporation~~on ~~language~~or after April 1, 2028, at the redemption prices specified in ~~such~~the ~~filing~~Indenture. In addition, the Company may redeem up to 40% of the Notes prior to April 1, 2028 with the net cash proceeds from certain kinds of equity offerings (other than proceeds from the issuances of the Preferred Stock and the Common Stock described above) at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date.

~~Item~~If the ~~9.01~~Company ~~Financial~~experiences ~~Statements~~certain kinds of changes of control as set forth in the Indenture, each holder of Notes may require the Company to repurchase all or a portion of the Notes so held at a price in cash equal to 101% of the principal amount of such Notes, plus any accrued and ~~Exhibits~~unpaid interest on the Notes repurchased to, but not including, the date of repurchase.

~~(d)~~The Indenture ~~Exhibits~~contains certain covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to incur more debt, create liens on assets to secure debt, guarantee other debt without also guaranteeing the notes, and merge, consolidate or sell, or otherwise dispose of, substantially all of their assets. These limitations are subject to a number of important qualifications and exceptions.

Exhibit No.		Description of Exhibit
99.1		Press release of ESAB Corporation, dated March 12, 2026.
99.2		Press release of ESAB Corporation, dated March 12, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1 The Indenture contains customary events of default, including, but not limited to:

~~SIGNATURES~~● default for 30 days in the payment when due of interest on the Notes;

~~Pursuant~~● todefault in the ~~requirements~~payment ofwhen ~~the~~due ~~Securities Exchange~~(at ~~Act~~maturity, ofupon ~~1934,~~acceleration ~~the~~or ~~registrant~~otherwise) ~~has~~of ~~duly~~the ~~caused~~principal ~~this~~of, ~~report~~or topremium, beif ~~signed~~any, on, ~~its behalf by~~ the ~~undersigned hereunto duly authorized.~~Notes;

Date: March 12, 2026
	ESAB CORPORATION
	By:	/s/ Kevin J. Johnson
		Name:	Kevin J. Johnson
		Title:	Chief Financial Officer

●

failure by the Company or any of its restricted subsidiaries to comply with its other obligations under the Indenture, in certain cases subject to notice and grace periods;

2 ● payment defaults and accelerations with respect to other indebtedness of the Company or its restricted subsidiaries in the aggregate principal amount of $200.0 million or more;

●

specified events involving bankruptcy, insolvency or reorganization of the Company or certain of its subsidiaries; and

●

failure by the Company or its restricted subsidiaries to pay certain final judgments aggregating in excess of $200.0 million within 60 days of such final judgment.

Upon an event of default, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all the Notes to be due and payable immediately. In the case of certain events of default relating to bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately without further action or notice.

A copy of the Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Notes contained in this report is qualified in its entirety by reference to the Indenture.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
4.1		Indenture, dated as of March 26, 2026, by and among ESAB Corporation, as issuer, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of Global Note (included in Exhibit 4.1).
104		Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL.

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.

Date: March 26, 2026

ESAB CORPORATION


By:	/s/ Kevin J. Johnson
	Name:	Kevin J. Johnson
	Title:	Chief Financial Officer

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