{"url_path":"/sec/esab/8-k/2026-06-02/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 ****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","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":432,"has_tables":true,"body_markdown":"** **\n\n**Item 5.03.****Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nOn June 1, 2026, the Company filed the Certificate of Designations with\nthe Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible\nPreferred Stock (the “Series A Mandatory Convertible Preferred Stock”), which became effective upon filing.\n\n \n\nThe Series A Mandatory Convertible Preferred Stock does not have a maturity\ndate but will mandatorily convert into shares of the Company’s Common Stock on the mandatory conversion date, approximately three\nyears after the initial issue date. Cumulative cash dividends on the Series A Mandatory Convertible Preferred Stock will be payable at\na rate of 6.50% per annum (equivalent to $65.00 per annum per share), quarterly in arrears, when, as and if declared by the Company’s\nboard of directors. Dividends will accumulate from the most recent date on which dividends have been paid or, if no dividends have been\npaid, from the initial issue date.\n\n \n\n1\n\n \n\nEach share of the Series A Mandatory Convertible Preferred Stock has a\nliquidation preference of $1,000 per share, plus accumulated but unpaid dividends, and will automatically convert on the mandatory conversion\ndate into between 7.1806 shares (the “Minimum Conversion Rate”) and 8.2576 shares (the “Maximum Conversion\nRate”) of the Company’s Common Stock per share, depending on the Applicable Market Value of the common stock during the\nSettlement Period (each as defined in the Certificate of Designations). The conversion rates will be subject to certain customary anti-dilution\nadjustments. Prior to the mandatory conversion date, holders may elect to convert at any time at the Minimum Conversion Rate, subject\nto adjustment for any accumulated and unpaid dividends that have not been declared. The Series A Mandatory Convertible Preferred Stock\nmay not be redeemed by the Company (other than in limited circumstances relating to HSR Act compliance). If a “Fundamental Change”\noccurs, holders will have the right to convert at an increased Fundamental Change Conversion Rate and to receive a Fundamental Change\nDividend Make-whole Amount (each as defined in the Certificate of Designations) equal to the present value of all remaining scheduled\ndividend payments, discounted at 6.50% per annum.\n\n \n\nThe above description of the Series A Mandatory Convertible Preferred Stock\nCertificate of Designations is a summary and is qualified by reference to the full text of the Series A Mandatory Convertible Preferred\nStock Certificate of Designations, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. A specimen certificate\nrepresenting the Series A Mandatory Convertible Preferred Stock is attached hereto as Exhibit 4.1 and is incorporated herein by reference."}