ESABの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2025

ESAB Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-41297	87-0923837
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

909 Rose Avenue, 8th Floor

North Bethesda, MD 20852

(Address of Principal Executive Offices) (Zip Code)

(301) 323-9099

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure.

On June 26, 2025, ESAB Corporation, a Delaware corporation, issued a press release announcing it has signed a definitive agreement to acquire EWM GmbH, a German-based leader in heavy industrial welding equipment and advanced automation. The transaction is expected to close during the second half of 2025, subject to customary closing conditions and regulatory approvals. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained under this Item 7.01 in this Current Report on Form 8-K, including the information included in Exhibit 99.1 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 of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of ESAB Corporation, dated June 26, 2025

104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL 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.

SIGNATURES

Date:

June 26, 2025

ESAB Corporation

By:

/s/ Curtis E. Jewell

Name:

Curtis E. Jewell

Title:

Senior Vice President, General Counsel and Secretary

EX-99.1 2 ewm_pressxreleasexfinal.htm EX-99.1 Document

Exhibit 99.1

ESAB Corporation to Acquire EWM GmbH, Expanding
Global Equipment Capabilities and Strengthening Strategic Position

North Bethesda, MD, June 26, 2025 -- ESAB Corporation (“ESAB” or the “Company”) (NYSE: ESAB), a focused premier industrial compounder, announced today that it has signed a definitive agreement to acquire EWM GmbH (“EWM”), a German-based leader in heavy industrial welding equipment and advanced automation, for approximately €275 million.

EWM is expected to generate approximately €120 million of revenue in 2025 and is expected to be aEPS accretive in year one. The acquisition will be funded through cash on hand, and is expected to close in the second half of 2025, subject to customary closing conditions and regulatory approvals.

Shyam P. Kambeyanda, President and Chief Executive Officer of ESAB Corporation, said, “EWM is an exceptional company, bringing deep expertise in advanced welding equipment technology, a strong brand and a highly innovative team. Within our Fabtech businesses, EWM fully addresses our product gaps in heavy industrial equipment, strengthening our technological capabilities and uniquely positioning us to serve end customers with proprietary, end-to-end workflow solutions. Additionally, our customer bases and channel networks are highly complementary, enabling us to significantly extend our market reach.”

Kambeyanda continued, “In line with our commitment to long-term shareholder value, this transaction fully aligns with ESAB’s strategic and financial objectives, including an expected ROIC exceeding 10% before year five. We expect EWM to deliver high-single-digit sales growth, consistent with ESAB’s long-term growth outlook for equipment, gross margins greater than 45% and accretive incremental aEBITDA margins. This growth and margin expansion will be driven by the deployment of the ESAB Business System (EBX), as we leverage our commercial and operational excellence capabilities to further build on the strong execution of EWM’s leadership team.”

“This acquisition comes at an ideal time to capitalize on improving market conditions in Europe and aligns with our strategy to accelerate global equipment sales growth, particularly in North America. I would like to thank the EWM leadership team for their collaboration and professionalism throughout this process. We look forward to welcoming them to the ESAB family and shaping our future together.”

Following the transaction, ESAB expects a net leverage ratio of approximately 2.0x, preserving flexibility for future investments and acquisitions as part of its compounder strategy.

About ESAB Corporation

Founded in 1904, ESAB Corporation is a focused industrial compounder. The Company’s rich history of innovative products, workflow solutions and its business system ESAB Business Excellence (“EBX”), enables the Company’s purpose of Shaping the world we imagineTM. ESAB Corporation is based in North Bethesda, Maryland and employs approximately 9,300 associates and serves customers in approximately 150 countries. To learn more, visit www.ESABcorporation.com.

About EWM GmbH

Founded in 1957, EWM is Germany’s leading provider of premium arc welding technology solutions. The Westerwald-based company offers complete systems including high-quality welding machines, components, torches, consumables and accessories for manual and automated applications. EWM has a global presence with more than 400 sales and service partners and a high degree of vertical integration through 6 production locations worldwide. The company has a track-record of innovation and has around 800 employees at 12 German and 11 international locations.

Cautionary Note Concerning Forward Looking Statements

This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions, and other statements that are not historical or current fact. 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.

Please refer to the Company’s previous earnings releases and investor materials for the definitions of the non-GAAP and other financial measures referenced in this press release.

Investor Relations:
Mark Barbalato
Vice President, Investor Relations
E-mail: investorrelations@esab.com
Phone: 1-301-323-9098

Media:
Tilea Coleman
Vice President, Corporate Communications
E-mail: mediarelations@esab.com
Phone: 1-301-323-9092

Source: ESAB Corporation