ESAB Corp
For the period ended Dec 31, 2025. Filed Feb 20, 2026.
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FY2025 · Filed Feb 20, 2026
ESAB$87.13-3.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(A) The following documents are filed as part of this report.
(1) Financial Statements. The financial statements are set forth under Part II, Item 8. “Financial Statements and Supplementary Data” of this Form 10-K.
(2) Schedules. An index of Exhibits and Schedules begins on page 92 of this report. Schedules other than those listed below have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
(3) Exhibits. See exhibits listed under Part (B) below.
(B) Exhibits.
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE
| Valuation and Qualifying Accounts | 98 |
|---|
EXHIBIT INDEX
| ExhibitNo. | Description | Location |
| 2.1 | Separation and Distribution Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation | Incorporated by reference to Exhibit 2.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022 |
| 3.1 | Amended and Restated Certificate of Incorporation of ESAB Corporation | Incorporated by reference to Exhibit 3.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022 |
| 3.2 | Amended and Restated Bylaws of ESAB Corporation | Incorporated by reference to Exhibit 3.2 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022 |
| 4.1 | Description of Securities registered under Section 12 of the Exchange Act | Incorporated by reference to Exhibit 4.1 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on March 7, 2023 |
| 4.2 | Indenture, dated as of April 9, 2024, by and among ESAB Corporation, as issuer, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee | Incorporated by reference to Exhibit 4.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 9, 2024 |
| 4.3 | Form of Global Note | Incorporated by reference to Exhibit 4.2 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 9, 2024 |
| 10.1 | Transition Services Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation | Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022 |
| 10.2 | Tax Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation | Incorporated by reference to Exhibit 10.2 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022 |
| 10.3 | Employee Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation | Incorporated by reference to Exhibit 10.3 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022 |
| 10.4 | Intellectual Property Matters Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation | Incorporated by reference to Exhibit 10.4 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022 |
| 10.5 | EBS License Agreement, dated April 4, 2022, between Enovis Corporation and ESAB Corporation | Incorporated by reference to Exhibit 10.5 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on April 8, 2022 |
| 10.6 | Registration Rights Agreement, dated March 17, 2022, among ESAB Corporation, Mitchell P. Rales and Steven M. Rales | Incorporated by reference to Exhibit 10.7 to ESAB Corporation’s registration statement on Form S-1 (File No. 333-268325) as filed with the SEC on November 14, 2022 |
| 10.7 | Amended and Restated Credit Agreement, dated October 16, 2025, by and among ESAB Corporation, as the lead borrower, the other loan parties from time to time party thereto, including certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the co-syndication agents, joint bookrunners and joint lead arrangers named therein | Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on October 16, 2025 |
| 10.8# | Amended and Restated ESAB Corporation 2022 Omnibus Incentive Plan | Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on May 14, 2025 |
| 10.9# | Amended and Restated ESAB Corporation Annual Incentive Plan, effective as of February 27, 2025 | Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 10-QA (File No. 001-41297) as filed with the SEC on May 1, 2025 |
| 10.10# | The ESAB Group, Inc. Excess Benefits Plan | Incorporated by reference to Exhibit 10.10 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.11# | The ESAB Group, Inc. Nonqualified Deferred Compensation Plan | Incorporated by reference to Exhibit 10.11 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.12# | ESAB Corporation Executive Officer Severance Plan | Incorporated by reference to Exhibit 10.12 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.13# | Letter Agreement, effective as of May 15, 2016, between Colfax Corporation and Shyam Kambeyanda | Incorporated by reference to Exhibit 10.13 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.14# | Letter Agreement, dated April 26, 2019, between Colfax Corporation and Kevin Johnson | Incorporated by reference to Exhibit 10.14 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.15# | Letter Agreement, dated April 4, 2017, between Colfax Corporation and Olivier Biebuyck | Incorporated by reference to Exhibit 10.15 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.16# | Letter Agreement, dated December 17, 2021, between ESAB Corporation and Kevin Johnson | Incorporated by reference to Exhibit 10.17 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.17# | Letter Agreement, dated December 12, 2021, between ESAB Corporation and Olivier Biebuyck | Incorporated by reference to Exhibit 10.18 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.18# | Letter Agreement, dated December 10, 2021, between ESAB Corporation and Curtis Jewell | Incorporated by reference to Exhibit 10.20 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.19# | Letter Agreement, dated December 10, 2021, between ESAB Corporation and Michele Campion | Incorporated by reference to Exhibit 10.21 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on March 7, 2023 |
| 10.20# | Employment Agreement, dated February 21, 2022, between ESAB Corporation and Shyam Kambeyanda | Incorporated by reference to Exhibit 10.21 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.21# | Letter Agreement, dated January 9, 2023, between ESAB Corporation and Olivier Biebuyck | Incorporated by reference to Exhibit 10.24 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on February 29, 2024 |
| 10.22# | Form of Change in Control Agreement, effective October 27, 2020 (Colfax) | Incorporated by reference to Exhibit 10.22 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.23# | Change in Control Agreement, dated October 30, 2020, between Colfax Corporation and Shyam Kambeyanda | Incorporated by reference to Exhibit 10.23 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.24# | Form of Change in Control Agreement, effective March 5, 2021 (ESAB) | Incorporated by reference to Exhibit 10.24 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.25# | Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Shyam Kambeyanda | Incorporated by reference to Exhibit 10.25 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.26# | Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Olivier Biebuyck | Incorporated by reference to Exhibit 10.27 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.27# | Change in Control Agreement, dated March 5, 2021, between Colfax Corporation and Curtis Jewell | Incorporated by reference to Exhibit 10.28 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.28# | Retention Agreement, dated March 5, 2021, between Colfax Corporation and Shyam Kambeyanda | Incorporated by reference to Exhibit 10.29 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.29# | Form of Retention Agreement, dated March 5, 2021 | Incorporated by reference to Exhibit 10.30 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.30# | Form of Change in Control Agreement, effective February 17, 2022 (ESAB) | Incorporated by reference to Exhibit 10.31 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.31# | Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Kevin Johnson | Incorporated by reference to Exhibit 10.32 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.32# | Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Olivier Biebuyck | Incorporated by reference to Exhibit 10.33 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.33# | Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Curtis Jewell | Incorporated by reference to Exhibit 10.36 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.34# | Amended and Restated Retention Agreement, dated November 30, 2021, by and between Colfax Corporation and Michele Campion | Incorporated by reference to Exhibit 10.35 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on March 7, 2023 |
| 10.35# | Form of ESAB Corporation Officer Non-Qualified Stock Option Agreement | Incorporated by reference to Exhibit 10.38 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.36# | Form of ESAB Corporation Officer Performance Stock Unit Agreement | Incorporated by reference to Exhibit 10.39 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.37# | Form of ESAB Corporation Officer Restricted Stock Unit Agreement | Incorporated by reference to Exhibit 10.40 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.38# | Form of ESAB Corporation Outside Director Non-Qualified Stock Option Agreement | Incorporated by reference to Exhibit 10.41 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.39# | Form of ESAB Corporation Outside Director Restricted Stock Unit Agreement | Incorporated by reference to Exhibit 10.42 to ESAB Corporation’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022 |
| 10.40# | Form of ESAB Corporation Restricted Stock Unit Agreement for Mitchell P. Rales | Incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Quarterly Report on Form 10-Q (File No. 001-41297) as filed with the SEC on October 29, 2024 |
| 18.1 | Letter from Ernst & Young LLP regarding Change in Accounting Principle | Incorporated by reference to Exhibit 18.1 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on February 20, 2025 |
| 19.1 | Insider Trading Policy and Procedures | Incorporated by reference to Exhibit 19.1 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on February 20, 2025 |
| 97.1 | ESAB Corporation Clawback Policy | Incorporated by reference to Exhibit 97.1 to ESAB Corporation’s Annual Report on Form 10-K (File No. 001-41297) as filed with the SEC on February 29, 2024 |
| ExhibitNo. | Description | Location |
| 21.1 | Subsidiaries of the Registrant | Filed herewith |
| 23.1 | Consent of Ernst & Young LLP. | Filed herewith |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | Filed herewith |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.2 | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| ExhibitNo. | Description | Location |
| 101.CAL | Inline XBRL Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.INS | Inline XBRL Instance Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 104 | Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is formatted in Inline XBRL (included as Exhibit 101) | Filed herewith |
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