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): December 4, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, the Board of Directors (the “Board”) of ESAB Corporation (the “Company”) appointed Dr. Sébastien Martin to serve as a director of the Company, effective as of January 1, 2026. In connection with the appointment of Dr. Martin, the size of the Board was increased from nine to ten members, effective as of January 1, 2026. The Board also appointed Dr. Martin to the Audit Committee of the Board, effective as of January 1, 2026.

Dr. Martin has been an Associate Professor of Operations at the Kellogg School of Management at Northwestern University since September 2025 and previously served as an Assistant Professor of Operations at the Kellogg School from September 2020 to September 2025. Dr. Martin’s research focuses on the interface of large-scale optimization and operations management, with applications to transportation, the gig economy, public sector operations and artificial intelligence. Dr. Martin has served as an external advisor to the Company with respect to artificial intelligence since February 2025, but he will step down from such role immediately prior to joining the Board. Prior to entering academia, Dr. Martin was a postdoctoral fellow at Lyft, Inc.

Dr. Martin will participate in the Company’s director compensation package for non-employee directors described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 28, 2025. Dr. Martin will also enter into an indemnification agreement with the Company, the form of which was previously filed as Exhibit 10.7 to the Company’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022.

The Board affirmatively determined that Dr. Martin qualifies as “independent” under the NYSE’s listing standards. In addition, Dr. Martin has not been a participant in any related person transactions required to be disclosed under Item 404(a) of Regulation S-K. The full text of the Company’s press release regarding Dr. Martin’s appointment is attached hereto as Exhibit 99.1.

On December 4, 2025, Mr. Patrick Allender notified the Board of his decision to retire as a director of the Company, effective as of the Company’s 2026 annual meeting of stockholders. Mr. Allender’s retirement is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 ESAB Corporation Press Release dated December 4, 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:

December 4, 2025

ESAB Corporation

By:

/s/ Curtis E. Jewell

Name:

Curtis E. Jewell

Title:

Senior Vice President, General Counsel and Secretary

EX-99.1 2 pressreleasemartinnominati.htm EX-99.1 Document

ESAB Appoints Dr. Sébastien Martin to Board;
Announces Retirement of Director Patrick Allender

North Bethesda, MD, December 4, 2025 -- ESAB Corporation (“ESAB” or the “Company”) (NYSE: ESAB), a focused premier industrial compounder, announced that it has appointed Dr. Sébastien Martin, Associate Professor of Operations at Kellogg School of Management at Northwestern University, to its Board of Directors effective January 1, 2026. The Company also announced the retirement of long-serving Board member Patrick Allender, effective as of the Company’s 2026 annual meeting of stockholders.

Mitchell P. Rales, Chairman of the Board of ESAB, said, “We are very pleased to welcome Sébastien to the ESAB Board. His award-winning work and expertise in applying AI and advanced technologies to optimize operations brings a fresh, strategic perspective to the Board that will accelerate innovation and strengthen our capabilities. I am confident his insights will be invaluable as we drive efficiency and deliver on our long-term priorities.”

Shyam P. Kambeyanda, President and Chief Executive Officer of ESAB, said, “Sébastien has already played an instrumental role in shaping ESAB’s AI journey—helping define our enterprise AI strategy, empowering our associates to realize the transformative power of AI agents in daily workflows and training our teams to tackle operational complexities at our facilities with AI. His appointment to the Board strengthens our commitment to operational excellence and positions ESAB at the forefront of AI-driven progress.”

Mr. Rales said, “On behalf of ESAB and the Board, we thank Pat for his exceptional service and leadership. He played a key role in ESAB’s independent listing in 2022 and its growth since then. Pat’s dedication and strategic vision have greatly contributed to our success, and we wish him well in retirement.”

Dr. Sébastien Martin serves as an Associate Professor of Operations at the Kellogg School of Management at Northwestern University, which he joined in September 2020. Since early 2025, Dr. Martin has served as a strategic advisor to ESAB, working with executive leadership to develop the Company’s AI strategy, establish its AI steering committee, and train the workforce on leveraging AI agents for innovation and productivity. Dr. Martin’s research focuses on the implementation of complex algorithms and Artificial Intelligence to improve real-world operations, work for which he has been recognized as a two-time Franz Edelman Laureate—the highest honor in the field of operations research and analytics. His award-winning projects include redesigning transportation and scheduling systems for the Boston and San Francisco school districts to save millions of dollars for reinvestment in education, as well as developing AI matching algorithms for Lyft that generated tens of millions in revenue improvements. At Kellogg, Dr. Martin spearheads the institution’s AI initiatives; recently featured in the Wall Street Journal, he pioneered the use of AI agents in education and created the popular “AI Foundations for Managers” course. He was named one of Poets & Quants’ “40 Under 40” Business School Professors in 2025. Dr. Martin holds a Ph.D. in Operations Research from the Massachusetts Institute of Technology and earned his Bachelor and Master of Science in Applied Mathematics from Ecole Polytechnique.

Dr. Martin’s appointment increases the size of ESAB’s Board of Directors to ten members. Upon joining the Board, Dr. Martin will be a member of the Audit Committee.

Patrick Allender has been a member of the ESAB Board since the Company's listing on the New York Stock Exchange in 2022. Mr. Allender will retire at the conclusion of the Company’s 2026 Annual Meeting of Stockholders. He will continue to serve as a member of both the Audit Committee and the Nominating and Corporate Governance Committee until his retirement.

About ESAB Corporation

Founded in 1904, ESAB Corporation (NYSE: ESAB) is a focused premier industrial compounder. The Company’s rich history of innovative products, workflow solutions and business system ESAB Business Excellence, enables the Company’s purpose of Shaping the world we imagineTM. ESAB Corporation is based in North Bethesda, Maryland and employs approximately 10,300 associates and serves customers in approximately 150 countries. To learn more, visit www.ESABcorporation.com.

Investor Relations Contact:

Mark Barbalato

Vice President, Investor Relations

E-mail: investorrelations@esab.com

Phone: 1-301-323-9098

Media Contact:

Tilea Coleman

Vice President, Corporate Communications

E-mail: mediarelations@esab.com

Phone: 1-301-323-9092