ESAB Corporation filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure.
On March 12, 2026, ESAB Corporation, a Delaware corporation (the “Company”), issued a press release announcing the commencement of a proposed offering of $1,000.0 million aggregate principal amount of senior notes due 2031 (the “Notes”) in a private offering to “qualified institutional buyers” as defined in Rule 144A and to certain persons outside the United States under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions. On March 12, 2026, the Company issued a press release announcing the pricing of the proposed offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
The Notes have not been, and will not be, registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any such state securities laws. The information set forth herein regarding the proposed offering is neither an offer to sell nor a solicitation of an offer to buy any of the Notes. The proposed offering will be made only to eligible offerees pursuant to documentation relating specifically thereto and will be subject to the terms and conditions set forth in the applicable offering documents.
The information contained under this Item 7.01 in this Current Report on Form 8-K, including the information included in Exhibits 99.1 and 99.2 hereto, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press release of ESAB Corporation, dated March 12, 2026. | |
| 99.2 | Press release of ESAB Corporation, dated March 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 12, 2026 | |||
| ESAB CORPORATION | |||
| By: | /s/ Kevin J. Johnson | ||
| Name: | Kevin J. Johnson | ||
| Title: | Chief Financial Officer | ||
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