Esab Corp

The Company financed the Acquisition with cash on hand, proceeds from the March 2026 offering of 5.625 % senior notes due 2031 and proceeds from a drawdown on its revolving facility as described in Note 9, Debt and the proceeds from the private placements of Series A Mandatory Convertible Preferred Stock and Common Stock described in Note 12, Equity.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

Diluted earnings per share is computed based on the weighted average number of common shares outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

The Company has unvested share-based payment awards with a right to receive non-forfeitable dividends, which are considered participating securities.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

The senior term loan A-2 facility was subsequently refinanced in June 2022 extending its maturity date to April 3, 2025 to become a senior term loan A-3 facility.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

On April 9, 2024, the Company issued $ 700 million in aggregate principal amount of 6.25 % senior notes due 2029 (the 2029 Senior Notes ) governed by an indenture (the 2029 Indenture ).

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

The Company used the net proceeds from the 2029 Senior Notes to pay off its senior term loan A-3 facility and pay fees associated with the offering.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

These non-GAAP financial measures assist ESAB management in comparing its operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and or size that occur with inconsistent frequency or relate to unusual events or discrete restructuring plans and other initiatives that are fundamentally different from the ongoing productivity and core business of the Company.

SEC original ↗Esab Corp — Earnings release (8-K exhibit)EX-99Feb 20, 2026

Acquisitions The Company continually evaluates potential acquisitions that either strategically fit with its existing portfolio or expand its portfolio into a new and attractive business area.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

Goodwill arises because purchase price exceeds fair value of acquired identifiable net assets due to anticipated future earnings and cash flow potential of the acquired businesses; prevailing market multiples applied to earnings and cash flows in comparable transactions; the competitive nature of the acquisition process; the strategic benefits of accelerating market entry or enhancing existing product offerings without incurring the time, cost and risk associated with internal development; and the complementary fit and expected synergies these businesses contribute to the Company s existing operations.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

Forward-looking statements are based on the Company s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including general risks and uncertainties such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions.

SEC original ↗Esab Corp — Earnings release (8-K exhibit)EX-99Feb 20, 2026

Factors that could cause the Company s results to differ materially from current expectations include, but are not limited to, risks related to the war in Ukraine and the conflict in the Middle East and the resulting escalating geopolitical tensions impact of supply chain disruptions the impact of creditworthiness and financial viability of customers impact of inflationary pressures, tariffs and trade policies, foreign exchange fluctuations and commodity prices other impacts on the Company s business and ability to execute business continuity plans and the other factors detailed in the Company s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.

SEC original ↗Esab Corp — Earnings release (8-K exhibit)EX-99Feb 20, 2026

Legal Proceedings 45 Item 1A.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026

Russia and Ukraine Conflict The invasion of Ukraine by Russia and the sanctions imposed in response have increased the level of economic and political uncertainty.

SEC original ↗Esab Corp — 10-Q Quarterly report10-QAug 6, 2026