Every material Form 8-K ESAB has filed with the SEC since February 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
ESAB reported record third-quarter 2026 net sales of $825 million, up 13.3%, with core organic sales up 2.3%. Diluted GAAP earnings from continuing operations fell to $0.61 per share from $1.04 a year earlier, and the company lowered its full-year 2026 core adjusted EBITDA forecast to $603 million to $607 million from $615 million to $625 million, for shareholders a clear reduction in expected profit.
Third-quarter net sales were $824.5 million, up from $727.8 million; core organic sales growth was 2.3%.
Third-quarter net income from continuing operations attributable to ESAB was $41 million, or $0.61 per diluted share, versus $1.04 a year earlier.
Third-quarter core adjusted EBITDA was $156 million, up 17.0%, with a 19.8% margin.
Full-year 2026 core adjusted EPS outlook was lowered to $5.28 to $5.33 from $5.40 to $5.50; core organic sales growth outlook was cut to 1.6% to 2.0% from 2.0% to 4.0%.
ESAB reported second-quarter 2026 net sales of $808 million, up 12.9% from a year earlier, with core organic growth of 2.5%. Diluted GAAP earnings per share fell to $0.54 from $1.09, and core adjusted diluted EPS was $1.33 versus $1.36, while the company raised its full-year 2026 core adjusted EBITDA forecast to $615 million to $625 million.
Q2 net sales were $808 million, up 12.9% reported and 2.5% on a core organic basis versus the prior-year quarter.
Diluted GAAP EPS was $0.54 versus $1.09 a year earlier; core adjusted diluted EPS was $1.33 versus $1.36.
2026 core adjusted EBITDA outlook raised to $615 million–$625 million from $575 million–$595 million; core sales growth outlook raised to 11.0%–14.0% from 6.0%–9.0%.
The Eddyfi acquisition closed one month ahead of schedule.
On June 10, 2026, ESAB appointed Mitchell P. Rales as Executive Chair of the Board and approved performance-based stock option awards for him, CEO Shyam P. Kambeyanda and other senior managers. The awards vest only if the stock meets price hurdles of $140, $170 and $200 over a four-year performance period, which gives shareholders a direct link between management pay and share price. The filing also names Rhonda Jordan as Lead Independent Director.
Mitchell P. Rales appointed Executive Chair effective June 10, 2026; he was previously Chairman, appointed in April 2022
Rales award covers 1,200,000 shares; Kambeyanda award covers 580,552 shares
Exercise price of $82.92 per share, equal to the NYSE closing price on the June 10, 2026 grant date, with a seven-year term ending June 9, 2033
Each award vests in three tranches tied to $140, $170 and $200 stock price hurdles measured over a 30-day average during the performance period
ESAB completed its acquisition of Eddyfi Holding Inc. on June 1, 2026, paying $1.45 billion in cash, subject to customary purchase price adjustments. The company financed the deal with cash on hand, a senior notes offering, and private placements of Series A Mandatory Convertible Preferred Stock and common stock, which add new equity for shareholders to consider. ESAB said its second-quarter results will include one month of Eddyfi and that it will provide updated full-year guidance on its second-quarter earnings call.
Eddyfi acquisition closed June 1, 2026 for $1.45 billion in cash, subject to customary adjustments for cash, debt, transaction expenses and net working capital.
Private placements completed June 1, 2026: 175,000 Series A preferred shares for about $175.0 million and 1,254,255 common shares for about $143.0 million.
Preferred pays a 6.50% cumulative dividend ($65.00 per share per year) and mandatorily converts into 7.1806 to 8.2576 common shares, about three years after issue.
Second-quarter results will include one month of Eddyfi, which was not reflected in the outlook given on May 7; updated full-year guidance to follow on the second-quarter earnings call.
ESAB reported first quarter 2026 results with record sales of $746 million, up 10% on a reported basis but down 1% on a core organic basis. GAAP earnings per diluted share fell to $0.82 from $1.14, while core adjusted earnings per diluted share rose 5% to $1.31, and the company reiterated its full-year 2026 outlook.
Net sales of $746 million, up 10% reported and down 1% core organic; the company cited the EWM and Aktiv acquisitions as outperforming with double-digit growth
GAAP diluted EPS from continuing operations was $0.82 versus $1.14 a year earlier; core adjusted diluted EPS was $1.31 versus $1.25
Core adjusted EBITDA of $136 million rose 6%, while core adjusted EBITDA margin fell 80 basis points to 19.0%, reflecting EWM dilution and Iran conflict costs
Full-year 2026 outlook reiterated: core adjusted EBITDA of $575 million to $595 million and core adjusted EPS of $5.70 to $5.90; Eddyfi acquisition expected to close mid-year and is not included
ESAB appointed R. Brent Jones, formerly CFO of Avantor, as Executive Vice President and Chief Financial Officer, effective early May 2026, succeeding Kevin Johnson, who is leaving to pursue a CFO role at a privately held company. The company also reaffirmed its 2026 guidance for core sales, core aEBITDA and core aEPS, previously announced February 2, 2026, and said it expects the low end of its core organic sales growth guidance and has paths to the high end.
R. Brent Jones, age 56, joins as CFO effective early May 2026; CEO Shyam Kambeyanda serves as interim principal financial officer until then
Jones's annual base salary is $660,000, with a 80% target bonus, a $1,800,000 target annual equity award, a $1,000,000 transition bonus and a $3,000,000 target RSU grant
Julie Han was named Chief Accounting Officer and Corporate Controller effective April 1, 2026, after Renato Negro resigned with a last day expected April 3, 2026
ESAB reaffirmed its 2026 guidance ranges, previously announced February 2, 2026
ESAB Corporation issued $1,000 million of 5.625% senior notes due 2031 on March 26, 2026, under an indenture with U.S. Bank Trust Company as trustee. The company plans to use the net proceeds, together with new convertible preferred stock, common stock and borrowings under its revolving credit facility, to pay the $1.45 billion purchase price for Eddyfi Technologies and related costs. The notes carry a special mandatory redemption if the acquisition is not completed by the outside date, so the debt is tied to closing the deal.
$1,000 million of 5.625% senior notes due April 1, 2031, issued March 26, 2026
Proceeds, plus preferred stock, common stock and revolver borrowings, planned to fund the $1.45 billion Eddyfi Technologies acquisition
Notes repayable at 100% of issue price plus accrued interest if the acquisition is not completed by the outside date
Interest payable semi-annually on April 1 and October 1, first payment October 1, 2026
ESAB reported fourth quarter and full year 2025 results that match the preliminary figures it released on February 2, 2026, filed alongside its 10-K. Reported sales grew, but GAAP earnings per share from continuing operations declined from the prior year, while core adjusted EPS rose. The company reaffirmed its 2026 outlook, which it said is consistent with its February 2 guidance.
Q4 2025 sales were $721 million, up 7% reported but down 2% in core organic sales; Q4 GAAP diluted EPS from continuing operations was $0.82, versus $1.18 a year earlier.
Q4 core adjusted EPS was $1.35, versus $1.28 in Q4 2024; full year core adjusted EPS was $5.27, versus $5.06.
Full year 2025 sales were $2,843 million, up 4% reported and flat in core organic sales; full year GAAP diluted EPS from continuing operations was $4.10, versus $4.68 in 2024.
For full year 2026, ESAB expects core adjusted EBITDA of $575 to $595 million and core adjusted EPS of $5.70 to $5.90.
On January 31, 2026, ESAB signed an agreement to buy Eddyfi for $1.45 billion in cash, subject to customary adjustments, with closing expected in mid-2026 pending regulatory approvals. On February 2, ESAB also agreed to sell $175.0 million of preferred stock and about $143 million of common stock in private placements, and it reported preliminary fourth-quarter and full-year 2025 results and a 2026 outlook that excludes Eddyfi.
Purchase price is $1.45 billion in cash; ESAB has a $1.0 billion 364-day bridge loan commitment from JPMorgan Chase Bank, N.A., and expects closing in mid-2026.
On February 2, 2026, ESAB agreed to sell 175,000 Series A mandatory convertible preferred shares ($175.0 million liquidation preference) and 1,254,255 common shares at $114.00 per share ($142,985,070 in total).
Preliminary full-year 2025 revenue is $2,842 million to $2,844 million, and diluted EPS from continuing operations is $4.08 to $4.10.
2026 preliminary outlook calls for Core revenue of $2,850 million to $2,950 million and Core aEPS of $5.70 to $5.90; the outlook does not include Eddyfi.
ESAB appointed Dr. Sébastien Martin, an Associate Professor of Operations at Northwestern's Kellogg School of Management, as a director effective January 1, 2026, and he will join the Audit Committee. The company also said director Patrick Allender will retire at its 2026 annual meeting of stockholders, with no disagreement with the company cited. The filing contains no financial results, so the change is administrative and governance-related for shareholders.
Dr. Sébastien Martin appointed director effective January 1, 2026; Board size increases from nine to ten members.
Dr. Martin joins the Audit Committee effective January 1, 2026, and has served as an external AI advisor to ESAB since February 2025.
Patrick Allender will retire as a director at the 2026 annual meeting of stockholders; the company says it is not due to any disagreement.
The Board determined Dr. Martin is independent under NYSE listing standards.
ESAB reported third-quarter 2025 sales of $728 million, up 8% on a reported basis and 2% on a core organic basis, and completed the EWM acquisition. Diluted EPS from continuing operations was $1.04, down from $1.13 a year earlier, while core adjusted EPS rose to $1.32 from $1.25. The company raised its full-year 2025 core sales growth and core adjusted EBITDA outlook, which matters to shareholders because it changes the company's expected full-year results.
Q3 sales $728 million, up 8% reported and 2% core organic; net income from continuing operations attributable to ESAB $64 million
Diluted EPS $1.04 versus $1.13 a year earlier; core adjusted diluted EPS $1.32 versus $1.25
2025 core sales growth outlook raised to 4.5%-5.5% from 1.5%-3.5%; core adjusted EBITDA outlook raised to $535-$540 million from $525-$535 million
Core adjusted EPS outlook narrowed to $5.20-$5.30 from $5.15-$5.30
ESAB Corporation entered into an amended and restated credit agreement with Bank of America as administrative agent. The new facilities replace its existing $400 million term loan A and $750 million revolving credit facility, and the company says proceeds will fund working capital and corporate purposes.
New $350 million senior term loan A facility and $1.05 billion senior revolving credit facility, both maturing October 16, 2030.
Proceeds repaid the existing $400 million term loan A and $750 million revolving credit facility, plus fees and related costs.
Initial margin of 1.250% for term SOFR loans, with future pricing tied to total leverage ratio.
Covenants include a maximum total leverage ratio of 3.50:1.00 and a minimum interest coverage ratio of 3.00:1.00.
ESAB reported second-quarter 2025 sales of $716 million, up 1% on a reported basis, and diluted EPS from continuing operations of $1.12, down from $1.37 a year earlier. Core adjusted EPS rose to $1.36 from $1.32, and the company raised its full-year 2025 core adjusted EBITDA and core adjusted EPS guidance. Shareholders get higher adjusted profit targets, but GAAP profit fell in the quarter.
Q2 2025 sales were $716 million, up 1% reported and down 1% on a core organic basis
Diluted EPS from continuing operations was $1.12 versus $1.37 a year earlier; core adjusted EPS was $1.36 versus $1.32
Full-year 2025 core adjusted EBITDA guidance raised to $525 to $535 million from $520 to $530 million
Full-year 2025 core adjusted EPS guidance raised to $5.15 to $5.30 from $5.10 to $5.25
At its May 8, 2025 annual meeting, ESAB stockholders approved the Amended and Restated 2022 Omnibus Incentive Plan, which the board adopted in February 2025. The amendments allow consultants to receive grants, raise the annual fair value limit for non-employee director awards, remove the per-person annual share limit, and extend the plan's term to 10 years, but the filing says the plan does not increase the number of authorized shares. Stockholders also elected four Class III directors, ratified Ernst & Young LLP for 2025, and approved executive pay on an advisory basis.
Plan approved with 49,897,562 votes for, 7,113,445 against, 651,736 abstentions and 770,549 broker non-votes.
Amendments add consultants as eligible grantees, remove the per-person annual share limit and extend the term to 10 years after the effective date.
The plan does not increase authorized shares; four Class III directors were elected, including Melissa Cummings, Shyam P. Kambeyanda, Robert S. Lutz and Rajiv Vinnakota.
ESAB reported first-quarter 2025 sales of $678 million, down 2% on a reported basis and flat on a core organic basis, while net income attributable to ESAB rose to $67.4 million, or $1.10 per diluted share, from $0.98 a year earlier. The company raised its full-year 2025 core sales growth outlook to (1.0)% to 1.5% and its core adjusted EBITDA outlook to $520 million to $530 million, and kept core adjusted EPS guidance at $5.10 to $5.25.
Q1 2025 sales were $678 million, down 2% reported and flat on a core organic basis; core adjusted EBITDA was $128 million, up 4%, with margin up 100 basis points to 19.8%
Diluted EPS was $1.10 on net income attributable to ESAB of $67.4 million; core adjusted diluted EPS was $1.25, compared with $1.20 a year earlier
Full-year 2025 core sales growth outlook raised to (1.0)% to 1.5% from (2.0)% to 0.0%; core adjusted EBITDA outlook raised to $520 million to $530 million from $515 million to $530 million
ESAB completed its acquisition of Bavaria Schweisstechnik GmbH on April 30, 2025
ESAB reported fourth quarter 2024 sales of $671 million, down 3% on a reported basis but flat on a core organic basis, and net income from continuing operations attributable to ESAB of $72 million, or $1.18 per diluted share. The company also issued full-year 2025 guidance, expecting core adjusted EBITDA of $515 million to $530 million and core adjusted EPS of $5.10 to $5.25, which shareholders can compare with 2024 core adjusted EPS of $5.06.
Q4 2024 net sales $671 million, down 3% reported; core organic growth flat
Q4 2024 diluted EPS $1.18 from continuing operations; core adjusted EPS $1.28 versus $1.13 a year earlier
Core adjusted EBITDA $129 million, up 2%; margin 20.3%, up 90 basis points
2025 guidance: core sales growth (2.0)% to 0.0%; core adjusted EBITDA $515 million to $530 million
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