esab-20260403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 3, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number - 001-41297

ESAB Corporation

(Exact name of registrant as specified in its charter)


Delaware									87-0923837
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification Number)

909 Rose Avenue, 8th Floor
North Bethesda, Maryland									20852
(Address of principal executive offices)									(Zip Code)


(301)			323-9099
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ESAB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of April 28, 2026, there were 60,881,712 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS


			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			2
Consolidated and Condensed Statements of Operations			2
Consolidated and Condensed Statements of Comprehensive Income			3
Consolidated and Condensed Balance Sheets			4
Consolidated and Condensed Statements of Equity			5
Consolidated and Condensed Statements of Cash Flows			6
Notes to Consolidated and Condensed Financial Statements			6
Note 1. Organization and Basis of Presentation			7
Note 2. Discontinued Operations			8
Note 3. Acquisitions			8
Note 4. Revenue			10
Note 5. Earnings per Share from Continuing Operations			10
Note 6. Income Taxes			11
Note 7. Inventories, Net			11
Note 8. Accrued and Other Liabilities			11

Note 9. Debt			12
Note 10. Derivatives			14
Note 11. Financial Instruments and Fair Value Measurements			15
Note 12. Equity			17
Note 13. Commitments and Contingencies			19
Note 14. Segment Information			21
Note 15. Subsequent Event			22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk			36
Item 4. Controls and Procedures			37

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			38
Item 1A. Risk Factors			38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			39
Item 3. Defaults Upon Senior Securities			39
Item 4. Mine Safety Disclosures			39
Item 5. Other Information			39
Item 6. Exhibits			40

SIGNATURES			41

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS

Dollars in thousands, except per share amounts

(Unaudited)


	Three Months Ended
		April 3, 2026		April 4, 2025
Net sales		$	745,597	$	678,138
Cost of sales		470,485		422,936
Gross profit		275,112		255,202
Selling, general and administrative expense		174,472		140,858
Restructuring and other related charges		10,161		4,499
Operating income		90,479		109,845

Interest expense and other, net		25,577		16,782
Income from continuing operations before income taxes		64,902		93,063
Income tax expense		13,111		20,499
Net income from continuing operations		51,791		72,564
Loss from discontinued operations, net of taxes		(2,554)		(2,732)
Net income		49,237		69,832
Income attributable to noncontrolling interest, net of taxes		(1,593)		(2,469)
Net income attributable to ESAB Corporation		$	47,644	$	67,363
Earnings (loss) per share – basic
Income from continuing operations		$	0.82	$	1.15
Loss on discontinued operations		(0.04)		(0.05)
Net income per share – basic		$	0.78	$	1.10
Earnings (loss) per share – diluted
Income from continuing operations		$	0.82	$	1.14
Loss on discontinued operations		(0.04)		(0.04)
Net income per share – diluted		$	0.78	$	1.10

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in thousands

(Unaudited)


	Three Months Ended
		April 3, 2026		April 4, 2025
Net income		$	49,237	$	69,832
Other comprehensive (loss) income:
Foreign currency translation, net of tax expense (benefit) of $2,897 and $(4,322)		(18,753)		79,330
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax benefit of $— and $(497)		—		(1,816)
Defined benefit pension and other post-retirement plan activity, net of tax expense of $87 and $11		369		321
Other comprehensive (loss) income		(18,384)		77,835
Comprehensive income		30,853		147,667
Comprehensive income attributable to noncontrolling interest		(506)		(2,587)
Comprehensive income attributable to ESAB Corporation		$	30,347	$	145,080

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED BALANCE SHEETS

Dollars in thousands, except share and per share amounts

(Unaudited)


	April 3, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,004,790	$	185,863
Trade receivables, less allowance for credit losses of $21,638 and $21,765	488,460		451,298
Inventories, net	520,597		481,765
Prepaid expenses	79,022		66,103
Other current assets	77,289		76,876
Total current assets	2,170,158		1,261,905
Property, plant and equipment, net	377,352		381,876
Goodwill	1,930,604		1,949,702
Intangible assets, net	655,922		673,006
Lease assets - right of use	106,178		113,310
Other assets	384,455		386,295
Total assets	$	5,624,669	$	4,766,094

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	3,788	$	2,412
Accounts payable	398,501		360,391
Accrued liabilities	327,707		301,986
Total current liabilities	729,996		664,789
Long-term debt	2,032,436		1,232,540
Other liabilities	626,569		657,236
Total liabilities	3,389,001		2,554,565
Equity:
Common stock - $0.001 par value - 600,000,000 shares authorized, 60,881,557 and 60,721,079 shares outstanding as of April 3, 2026 and December 31, 2025, respectively	61		61
Additional paid-in capital	1,905,399		1,904,889
Retained earnings	842,343		800,806
Accumulated other comprehensive loss	(557,013)		(539,716)
Total ESAB Corporation equity	2,190,790		2,166,040
Noncontrolling interest	44,878		45,489
Total equity	2,235,668		2,211,529
Total liabilities and equity	$	5,624,669	$	4,766,094

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF EQUITY

Dollars in thousands, except share and per share amounts
(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	Shares	Amount
Balance at December 31, 2025	60,721,079	$	61	$	1,904,889	$	800,806	$	(539,716)	$	45,489	$	2,211,529
Net income	—	—		—		47,644		—		1,593		49,237
Dividends declared ($0.10 per share)	—	—		—		(6,107)		—		—		(6,107)
Distributions to noncontrolling owners	—	—		—		—		—		(1,117)		(1,117)
Other comprehensive loss, net of tax expense of $(2,984)	—	—		—		—		(17,297)		(1,087)		(18,384)
Common stock-based award activity	160,478	—		510		—		—		—		510
Balance at April 3, 2026	60,881,557	$	61	$	1,905,399	$	842,343	$	(557,013)	$	44,878	$	2,235,668


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	Shares	Amount
Balance at December 31, 2024	60,517,574	$	61	$	1,901,337	$	597,180	$	(729,574)	$	39,245	$	1,808,249
Net income	—	—		—		67,363		—		2,469		69,832
Dividends declared ($0.08 per share)	—	—		—		(4,868)		—		—		(4,868)
Distributions to noncontrolling owners	—	—		—		—		—		(1,168)		(1,168)
Other comprehensive income, net of tax benefit of $4,808	—	—		—		—		77,717		118		77,835
Common stock-based award activity	105,162	—		512		—

SEC Form 10-Q filed by ESAB Corporation