Equity

12 Months Ended

Dec. 31, 2024

Share Repurchase Program

On August 13, 2024, the Board of Directors authorized and approved a stock repurchase program to repurchase up to five million shares of the Company’s Common stock, par value $0.001 per share, from time-to-time on the open market, in privately negotiated transactions or as may otherwise be determined by the Company’s management in its discretion. No repurchases of the Company’s Common stock have been made through the year ended December 31, 2024. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions, applicable legal requirements and other factors. There is no term associated with the repurchase authorization.

Accumulated Other Comprehensive Loss

The following table presents the changes in the balances of each component of AOCL including reclassifications out of AOCL for the years ended December 31, 2024, 2023 and 2022. All amounts are net of tax and noncontrolling interest, if any.


	Accumulated Other Comprehensive Loss Components
	Net Unrecognized Pension and Other Post-Retirement Benefit Cost		Foreign Currency Translation Adjustment		Net Investment Hedges		Cash Flow Hedges		Total
	(In thousands)
Balance at January 1, 2022	$	(21,196)	$	(439,692)	$	—	$	—	$	(460,888)
Other comprehensive (loss) income before reclassifications:
Amounts contributed by Former Parent(2)	(50,504)		(8,759)		—		—		(59,263)
Net actuarial gain	113		—		—		—		113
Foreign currency translation adjustment	1,712		(82,351)		(8,336)		—		(88,975)
Loss on long-term intra-entity foreign currency transactions	—		(83,105)		—		—		(83,105)
Unrealized gain on cash flow hedges	—		—		—		10,782		10,782
Other comprehensive (loss) income before reclassifications	(48,679)		(174,215)		(8,336)		10,782		(220,448)
Amounts reclassified from Accumulated other comprehensive loss((1)(3)	6,028		—		—		320		6,348
Net current period Other comprehensive (loss) income	(42,651)		(174,215)		(8,336)		11,102		(214,100)
Balance at December 31, 2022	(63,847)		(613,907)		(8,336)		11,102		(674,988)
Other comprehensive income (loss) before reclassifications:
Net actuarial gain	8,969		—		—		—		8,969
Foreign currency translation adjustment	(3,285)		(11,143)		(8,879)		—		(23,307)
Gain on long-term intra-entity foreign currency transactions	—		70,428		—		—		70,428
Unrealized gain on cash flow hedges	—		—		—		4,834		4,834
Other comprehensive income (loss) before reclassifications	5,684		59,285		(8,879)		4,834		60,924
Amounts reclassified from Accumulated other comprehensive loss(1)(3)	(1,642)		—		—		(8,566)		(10,208)
Net current period Other comprehensive income (loss)	4,042		59,285		(8,879)		(3,732)		50,716
Balance at December 31, 2023	(59,805)		(554,622)		(17,215)		7,370		(624,272)
Other comprehensive income (loss) before reclassifications:
Net actuarial gain	9,069		—		—		—		9,069
Foreign currency translation adjustment	530		(137,599)		15,968		—		(121,101)
Gain on long-term intra-entity foreign currency transactions	—		14,136		—		—		14,136
Unrealized gain on cash flow hedges	—		—		—		4,426		4,426
Other comprehensive income (loss) before reclassifications	9,599		(123,463)		15,968		4,426		(93,470)
Amounts reclassified from Accumulated other comprehensive loss(1)(3)	(146)		—		—		(9,980)		(10,126)
Purchase related to noncontrolling interest	—		(1,706)		—		—		(1,706)
Net current period Other comprehensive income (loss)	9,453		(125,169)		15,968		(5,554)		(105,302)
Balance at December 31, 2024	$	(50,352)	$	(679,791)	$	(1,247)	$	1,816	$	(729,574)

(1) The amounts on this line within the Net Unrecognized Pension and Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost. See Note 14, “Benefit Plans” for additional details.

(2) Includes unrecognized pension and other post-retirement costs and accumulated currency translation adjustments of certain entities that were part of the Corporate segment of the Former Parent and were transferred to ESAB Corporation in anticipation of the Separation.

(3) The amounts on this line within the Cash Flow Hedges column are a component of Interest expense and other, net. See Note 16, “Derivatives,” for additional details.

Share-Based Payments

In connection with the Separation, the Company adopted the 2022 Omnibus Incentive Plan (the “Stock Plan”) that became effective upon the Separation. Outstanding equity awards of the Former Parent held by ESAB employees at the Separation date were converted into or replaced with awards of ESAB common stock under the Stock Plan, with the intent to maintain the economic value of the equity awards immediately before and after the Distribution. The terms of the equity awards period, exercisability and vesting schedule, as applicable, generally continued unchanged. Other than converted or replacement equity awards of ESAB issued in replacement of the Former Parent’s RSUs and stock options, the terms of the converted or replacement equity awards of ESAB (e.g., vesting date and expiration date) continued unchanged. For the three months ended April 1, 2022, $0.7 million of stock-based compensation expense was allocated to the Company. Following the Separation, the Company independently incurs stock compensation expenses as a stand-alone company.

The Company measures and recognizes compensation expense related to share-based payments based on the fair value of the instruments issued. Stock-based compensation expense is generally recognized as a component of Selling, general and administrative expense in the Consolidated and Combined Statements of Operations.

Stock Options

Under the Stock Plan, the Company may grant options to purchase common stock, with a maximum term of 10 years at a purchase price equal to the market value of the Company’s common stock on the date of grant. Stock-based compensation expense for stock option awards is based upon the grant-date fair value using the Black-Scholes option pricing model. The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the entire award. For the year ended December 31, 2024, the Stock-based compensation expense for the stock option awards was $2.7 million. As of December 31, 2024, the Company had $2.4 million of unrecognized compensation expense related to stock option awards that will be recognized over a weighted-average period of 1.8 years.

Restricted Stock Units

During the year ended December 31, 2023 and 2022, the Company granted certain employees performance-based restricted stock units (“PRSUs”), the vesting of which is fully based on company specific performance metrics over a three-year performance period. The awards also have a service requirement that equals the respective performance periods. These PRSUs are valued at the market value of a share of common stock on the date of grant taking into consideration the probability of achieving the specified performance goal. The ultimate payout of PRSUs with a performance metric adjusts the cumulative expense based on its estimate and the percent of the requisite service period that has elapsed. During the year ended December 31, 2024, the Company granted certain employees PRSUs, the calculation of the final achievement of which is based on Company-specific performance metrics as well as a modifier for the Company’s total shareholder return ranking among a peer group over a three-year performance period. The awards also have a service requirement that equals the respective performance periods. The related compensation expense for each of the awards is recognized on a straight-line basis over the vesting period. For the year ended December 31, 2024, the Stock-based compensation expense for the PRSUs was $5.7 million.

Under the Stock Plan, the Compensation Committee may also award RSUs to select executives, employees and outside directors, which typically vest over three years after the date of grant. With limited exceptions, the employee must remain in service until the vesting date. The Compensation Committee determines the terms and conditions of each award, including any restriction period and other criteria applicable to the awards. For the year ended December 31, 2024, the Stock-based compensation expense for the RSUs was $11.4 million.

The activity of the Company’s PRSUs and RSUs is included in the table below.


	PRSUs			RSUs
	Number of Units	Weighted- Average Grant-Date Fair Value		Number of Units	Weighted-Average Grant-Date Fair Value
Balance at December 31, 2023	143,875	$	55.86	464,730	$	55.21
Granted	56,767	100.33		122,155	95.23
Vested	—	—		(191,802)	56.54
Forfeited and expired	—	—		(21,463)	65.79
Balance at December 31, 2024	200,642	$	68.44	373,620	$	67.02

The fair value of shares vested during the year ended December 31, 2024 was $10.7 million. As of December 31, 2024, the Company had $18.5 million of unrecognized compensation expense related to PRSU and RSU awards that will be recognized over a weighted-average period of 1.8 years.