{"url_path":"/sec/esab/8-k/2026-06-02/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 ****Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1877322/0001213900-26-063775-index.html","accession_number":"0001213900-26-063775","cik":"0001877322","ticker":"ESAB","issuer_name":"ESAB Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1877322/0001213900-26-063775-index.html","primary_entity_key":"0001877322","primary_entity_name":"ESAB Corp"},"word_count":270,"has_tables":true,"body_markdown":"** **\n\n**Item 3.02.****Unregistered Sales of Equity Securities.**\n\n \n\nOn June 1, 2026, substantially concurrently with the closing of the Acquisition,\nthe Company completed the previously announced private placements of (i) 175,000 shares (the “Preferred Shares”) of\nits 6.50% Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, pursuant to that certain Preferred Stock Purchase\nAgreement dated February 2, 2026, between the Company and certain institutional investors thereto for aggregate gross proceeds of approximately\n$175.0 million and (ii) 1,254,255 shares (the “Common Shares”) of its common stock, par value $0.001 per share (the\n“Common Stock”), in accordance with that certain Common Stock Purchase Agreement dated February 2, 2026 between the\nCompany and certain institutional investors thereto for aggregate gross proceeds of approximately $143.0 million. The information set\nforth in “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” is incorporated by reference\ninto this Item 3.02. The Preferred Shares and the Common Shares were issued and sold in separate private placements in reliance on the\nexemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).\nThe issuance of Common Stock upon conversion of the Preferred Shares is expected to be exempt from registration pursuant to Section 3(a)(9)\nof the Securities Act. The Preferred Shares, shares of the Common Stock issuable upon conversion of the Preferred Shares and the Common\nShares will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United\nStates absent registration or an applicable exemption from the registration requirements of the Securities Act."}