ESAB Corp

The following summarizes the principal factors that make an investment in ESAB speculative or risky, all of which are more fully described under Item 1A. “Risk Factors” in Part I of this Form 10-K below. This summary should be read in connection with Item 1A. “Risk Factors” in Part I of this Form 10-K and should not be relied upon as an exhaustive summary of the material risks facing our business.

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. These risks, which are discussed more fully below, include, but are not limited to the following:

Risks Related to Our Business

•The cyclical nature and maturity of the welding and cutting industry in developed markets.

•A significant or sustained decline in the levels of new capital investment and maintenance expenditures by certain of our customers could reduce the demand for our products.

•Specific risks associated with international operations.

•The effects of wars and geopolitical tensions, including the Russian invasion of Ukraine and the international response to the invasion.

•The effects of natural or man-made disasters, adverse weather events or conditions, epidemics, pandemics and other widespread health events.

•Significant movements in foreign currency exchange rates.

•The possibility that we are unable to identify suitable acquisition candidates, complete any proposed acquisitions or successfully integrate the businesses we are acquire.

•Our restructuring activities, which may subject us to additional uncertainty in our operating results.

•Any impairment in the value of our intangible assets, including Goodwill.

•Service interruptions, data corruption, cyber-based attacks or network security breaches to our electronic information systems.

•Our indebtedness, which could adversely affect our businesses and our ability to meet our obligations and pay dividends.

•The possibility that we do not generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness.

•A material disruption at any of our manufacturing facilities.

•The possibility of product liability lawsuits.

•Strikes, work stoppages or other slowdowns by our associates represented by trade unions or works councils or the failure to negotiate new and acceptable agreements with our associates represented by trade unions or works councils.

•Any failure to maintain and protect our intellectual property rights or challenges to these rights by third parties.

•Our defined benefit pension plans and post-retirement medical and death benefit plans, which could become subjects to funding requirements or obligations that could adversely affect our business.

•Our dependency on raw materials and parts and components used in our products.

•Inability to respond successfully to the competition.

•Changes in our tax rates or exposure to additional income tax liabilities.

•If we require additional capital, the potential for unsatisfactory terms or for additional capital to not be available, or the potential that we cannot fully access credit under future credit agreements.

•Our hedging activity.

•The loss of key leadership.

Risks Related to Litigation and Regulatory Compliance

•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.

•Failure to comply with various sanction and embargo laws may result in enforcement or other regulatory actions.

•Failure to comply with export control regulations could result in substantial fines or other sanctions.

•Evolving risks related to privacy, data protection and data security.

•Environmental and health and safety laws for which compliance, or related liabilities, could be costly.

•The impact of certain regulatory and financial risks related to climate change, anti-corruption, export control, medical device and other regulations.

Risks Related to the Separation and Our Relationship with Enovis

•Our limited history of operating as a separate, publicly traded company.

•Our indemnification obligation in connection with the Separation.

•Failure of Enovis to indemnify us from certain agreed-upon liabilities in connection with the Separation.

•The potential that we may be required to indemnify Enovis for certain tax liabilities.

•Our ability to engage in equity transactions could be limited by the Separation.

•Certain of our executives and directors have an equity interest in Enovis.

•We may have received better terms for unqualified third parties than the terms we received in our agreements with Enovis.

Risks Related to Our Common Stock

•Significant fluctuations in our stock price.

•We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends.

•Issuance of our equity securities may significantly dilute our existing stockholders.

•Provisions in our certificate of incorporation and amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of us.

•Our certificate of incorporation designates that state courts in the State of Delaware or, if not state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders.

Part I