您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:ESAB美国存托凭证招股说明书(2026年6月26日版) - 发现报告

ESAB美国存托凭证招股说明书(2026年6月26日版)

2026-06-26 美股招股说明书 赵小强
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ESAB Corporation Up to 1,254,255 Shares of Common StockOffered by the Selling Stockholders The selling stockholders identified in this prospectus supplement (the “selling stockholders”) are offering 1,254,255 sharesof our common stock. We are not selling any shares of common stock under this prospectus supplement and the accompanying All 1,254,255 shares of our common stock that are being offered and sold in this offering are held in funds or accountsadvised or subadvised by T. Rowe Price Associates, Inc. and T. Rowe Price Investment Management, Inc. (collectively, “T. RowePrice”). The selling stockholders acquired 1,254,255 of these shares in a private transaction in connection with the PurchaseAgreement, dated February 2, 2026, by and among us and the selling stockholders (the “Purchase Agreement”). We are registeringthe offer and sale of the shares held by the selling stockholders to satisfy registration rights we granted pursuant to a RegistrationRights Agreement, dated June 1, 2026, by and among us and the selling stockholders (the “Registration Rights Agreement”). We are Our common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “ESAB.” On June 23, 2026the closing price of our common stock as reported on the NYSE was $96.62 per share. Investing in our securities involves risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement. Neither theU.S.Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Prospectus Supplement dated June 26, 2026. Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT You should rely only on the information contained in this prospectus supplement and the accompanying prospectus or towhich we have referred you. This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering. The second part is the accompanying prospectus, which describes more general information, some ofwhich may not apply to this offering. If the description of the offering varies between this prospectus supplement and theaccompanying prospectus, you should rely on the information in this prospectus supplement. None of ESAB, the selling stockholdersor any underwriter have authorized anyone to provide you with information different from, or inconsistent with, the informationcontained in this prospectus supplement and the accompanying prospectus. None of ESAB, the selling stockholders or any underwriterare making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. We, the selling stockholders This prospectus supplement is a part of a registration statement on Form S-3 that we filed with the U.S. Securities andExchange Commission (the “SEC”) using a “shelf” registration or continuous offering process. Under this shelf process, the sellingstockholders may from time to time sell shares of our common stock covered by this prospectus supplement and the accompanyingprospectus. Additionally, under the shelf process, in certain circumstances, we may provide an additional prospectus supplement thatwill contain certain specific information about the terms of a particular offering by the selling stockholders. We may also provide anadditional prospectus supplement to add information to, or update or change information contained in this prospectus supplement andthe accompanying prospectus. You should read this prospectus supplement and the accompanying prospectus, together with any other Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus supplement, the words“ESAB,” “we,” “us,” “our” or the “Company” refer to ESAB Corporation, and the term “securities” refers to shares of our commonstock. THE COMPANY Founded in 1904, ESAB Corporation is a focused premier industrial compounder. ESAB provides its partners with fabricationtechnology advanced equipment, consumables, gas control equipment, robotics and digital solutions. The Company’s rich history ofinnovative products and workflow solutions and our business management system, ESAB Business Excellence, enables the Company’s purpose ofShaping the world we imagineTM. We formulate, develop, manufacture and supply consumable products andequipment, including cutting, joining and welding robotics, as well as gas control equipment and advanced non-destructive testinginstrumentation. Our products are marketed under several brand names, most notably ESAB, providing a wide range of products withinnovative technologies to solve challenges in virtually any industry. Our sales channels include both independent distributors and CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS All statements contained in this prospectus supplement, the accompan