Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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ESAB Corporation (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
29605J106 (CUSIP Number) |
Scott Brannan 11790 Glen Road, Potomac, MD, 20854 (301) 299-2225 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 29605J106 |
| 1 |
Name of reporting person
Mitchell P. Rales | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,606,271.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Based on 60,710,966 shares of the Company's common stock outstanding as of October 22, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Commission on October 29, 2025. EXPLANATORY NOTE This Amendment No. 1 (this "Amendment No. 1") to the Statement on Schedule 13D (as amended, the "Statement") is being filed with the Securities and Exchange Commission (the "Commission") to report the Reporting Person's beneficial ownership of the common stock, par value $0.001 per share of ESAB Corporation, a corporation organized under the laws of the state of Delaware (the "Company"). This Amendment amends and supplements the Statement originally filed on August 18, 2022 with the Commission. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
ESAB Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
909 Rose Avenue, 8th Floor, North Bethesda,
MARYLAND
, 20852. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby supplemented with the information contained in Item 6 of this Amendment No. 1, which is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Statement is hereby supplemented with the information contained in Item 6 of this Amendment No. 1, which is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, the Reporting Person is the beneficial owner of 3,606,271 shares of common stock representing approximately 5.9% of the 60,710,966 shares outstanding, as disclosed in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 29, 2025. The Reporting Person's ownership consists of 3,355,765 shares owned by a revocable trust of which the Reporting Person is the trustee, 9,632 shares owned by the Reporting Person's two minor children, 226,421 shares held by the Mitchell P. Rales Family Trust of which the Reporting Person is trustee, and 14,453 shares owned directly (consisting of 8,333 shares attributable to the Reporting Person's individual retirement account and 6,120 deferred stock units of the Company). The shares underlying the deferred stock units will not be issued until the earlier of the Reporting Person's death or January 31st of the second calendar year following the Reporting Person's retirement from the Board of Directors of the Company. The Reporting Person disclaims beneficial ownership of all shares that are owned directly or indirectly by Steven M. Rales, his brother. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Statement is hereby amended and supplemented with the following: Preferred Stock Purchase Agreement As disclosed in the Company's Current Report on Form 8-K filed on February 2, 2026, on January 31, 2026, the Company and 9559-2796 Quebec Inc., a wholly owned indirect subsidiary of the Company (the "Purchaser"), entered into a Share Purchase Agreement with various parties pursuant to which, upon the terms and subject to the conditions set forth therein, the Purchaser will purchase all of the issued and outstanding shares of Eddyfi Holding Inc. ("Eddyfi"), and certain related entities (such transaction, the "Acquisition"). Upon consummation of the Acquisition and the other transactions contemplated by the Share Purchase Agreement, Eddyfi and its subsidiaries will be wholly owned subsidiaries of the Purchaser. The closing of the Acquisition is subject to the satisfaction or waiver of certain customary closing conditions, including regulatory approvals in numerous international jurisdictions. In connection with the transaction contemplated by the Share Purchase Agreement, on February 2, 2026, the Company offered and agreed to issue and sell 175,000 shares (the "Preferred Shares") of a newly created series of convertible preferred stock, designated as 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share (the "Mandatory Convertible Preferred Stock"), to certain investors, including the Reporting Person, pursuant to a preferred stock purchase agreement (the "Preferred Stock Purchase Agreement"), for an aggregate liquidation preference of $175.0 million. The Reporting Person agreed to purchase $100.0 million of Mandatory Convertible Preferred Stock under the Preferred Stock Purchase Agreement. The Mandatory Convertible Preferred Stock will be issued to the Reporting Person at a closing (the "Closing") contingent upon, and substantially concurrent with, the closing of the Acquisition. The Reporting Person will fund the purchase price for the Mandatory Convertible Preferred Stock with working capital, and is acquiring the Preferred Shares for investment purposes. In connection with the Preferred Stock Purchase Agreement, the Reporting Person will be subject to a lock-up period from February 2, 2026 through 90 days following the Closing pursuant to which he generally may not, without the prior consent of the Company (i) sell, contract to sell, sell any option or contract to purchase, or otherwise transfer or dispose of, or (ii) enter into any swap or other transaction or arrangement that transfers or that is designed to result in the transfer to another any of the economic consequences of ownership of, any of the Mandatory Convertible Preferred Stock purchased under the Preferred Stock Purchase Agreement. In addition, the Preferred Stock Purchase Agreement provides that the Company and the investors party to the Preferred Stock Purchase Agreement (including the Reporting Person) will enter into a Registration Rights Agreement relating to the Mandatory Convertible Preferred Stock at Closing. The Registration Rights Agreement will provide for certain customary registration rights with respect to the Company's common stock issuable upon conversion of the Preferred Shares. The summary of the Preferred Stock Purchase Agreement included herein is qualified in its entirety by the text of the agreement, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Purchase Agreement, dated February 2, 2026, among ESAB Corporation and the purchasers party thereto |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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