ESAB Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

ESAB CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Proxy Statement

and

Notice of Annual Meeting

May 8, 2025 at 3:00 p.m. Eastern Time

Notice of 2025Annual Meetingof Stockholders

Thursday, May 8, 2025

3:00 p.m. Eastern Time

Via live webcast at

www.virtualshareholdermeeting.com/ESAB2025

To Our Stockholders:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of ESAB Corporation

("ESAB") will be held via live webcast atwww.virtualshareholdermeeting.com/ESAB2025 on Thursday, May 8, 2025

at 3:00 p.m. Eastern Time, for the following purposes:

1. To elect Ms. Melissa Cummings, Mr. Shyam P. Kambeyanda, Mr. Robert S. Lutz and Mr. Rajiv Vinnakota to serve as

Class III Directors, each for a one-year term expiring at the 2026 annual meeting of stockholders and until their

successors are elected and qualified;

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year

ending December 31, 2025;

3. To approve the compensation of our named executive officers on an advisory basis (“Say-on-Pay”);

4. To approve the Amended and Restated ESAB Corporation 2022 Omnibus Incentive Plan; and

5. To consider any other matters that properly come before the Annual Meeting or any adjournment or postponement

thereof.

The accompanying proxy statement describes the matters to be considered at the Annual Meeting. Only stockholders of

record at the close of business on March 18, 2025 are entitled to notice of, and to vote at, the Annual Meeting and at any

adjournments or postponements thereof.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish our proxy

materials and our annual report to stockholders on the Internet. We believe that posting these materials on the Internet

enables us to provide our stockholders with the information that they need more quickly, while lowering our costs of printing

and delivery and reducing the environmental impact of our Annual Meeting.

We are holding the Annual Meeting in a virtual-only format this year. We believe that this is the right choice for ESAB and its

stockholders, as it provides expanded stockholder access, improves communications and alleviates the environmental

impact of traveling to an in-person meeting. To attend, participate in, and vote during the Annual Meeting and view the list of

stockholders of record, stockholders of record must go to the meeting website atwww.virtualshareholdermeeting.com/

ESAB2025 and enter the control number found on their proxy card or Notice of Internet Availability of Proxy Materials (the

“Notice”). If you are a beneficial stockholder who owns common stock in street name, meaning through a bank, broker or

other nominee, and your voting instruction form or Notice indicates that you may vote those shares through the

www.proxyvote.com website, then you may attend, participate in, and vote during the Annual Meeting and view the list of

stockholders of record using the 16-digit control number indicated on that voting instruction form or Notice. Otherwise,

stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five

days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual

Meeting.

As a stockholder of ESAB, your vote is important. Whether or not you plan to attend the Annual Meeting virtually, we urge

you to vote your shares at your earliest convenience and thank you for your continued support of ESAB Corporation.

Dated: March 28, 2025

By Order of the Board of Directors

Curtis E. Jewell

Secretary