{"url_path":"/sec/esab/8-k/2026-06-02/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","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":470,"has_tables":true,"body_markdown":"** **\n\n**Item 8.01.****Other Events.**\n\n \n\nOn June 1, 2026, the Company and the purchasers of the Common Shares entered\ninto a Registration Rights Agreement (the “Common Stock Registration Rights Agreement”), pursuant to which the Company\nagreed to file a registration statement with the SEC within 30 calendar days following the Closing Date for purposes of registering the\nresale of the Common Shares and to use its commercially reasonable efforts to have such registration statement declared effective no\nlater than 30 calendar days following the Closing Date (or, in the event the SEC reviews and has written comments on such registration\nstatement, 90 calendar days following the Closing Date). The Company agreed to keep such registration statement continuously effective\nuntil the earlier of (i) three years from the Closing Date and (ii) the date that all Common Shares covered by such registration statement\nhave been sold thereunder or pursuant to Rule 144 without any limitation as to volume or manner of sale and without the need for current\npublic information required by Rule 144(c)(1) under the Securities Act.\n\n \n\nOn June 1, 2026, the Company and the purchasers of the Preferred Shares\nalso entered into a Registration Rights Agreement (the “MCP Registration Rights Agreement” and, together with the\nCommon Stock Registration Rights Agreement, the “Registration Rights Agreements”), pursuant to which the Company agreed\nthat if, following one year after the Closing Date (the “Resale Restriction Termination Date”), holders of the shares\nof Common Stock issuable upon conversion of the Series A Mandatory Convertible Preferred Stock (the “Conversion Shares”)\nare unable to sell such Conversion Shares pursuant to Rule 144 under the Securities Act, the Company will file a registration statement\nwith the SEC within five business days of receiving a DTC Transfer Notice (or, if earlier, within 121 days following the Resale Restriction\nTermination Date) for purposes of registering the resale of such Conversion Shares. The Company agreed to use its commercially reasonable\nefforts to have such registration statement declared effective no later than 120 calendar days following the Resale Restriction Termination\nDate (or, in the event the SEC reviews and has written comments on such registration statement, 180 calendar days following the Resale\nRestriction Termination Date). The Company agreed to keep such registration statement continuously effective until the earlier of (i)\nwhen the Conversion Shares cease to be “Registrable Securities” (as defined in the MCP Registration Rights Agreement) and\n(ii) the 30th day following the first day on which no Series A Mandatory Convertible Preferred Stock is outstanding.\n\n \n\nThe foregoing descriptions of the Registration Rights Agreements do not\npurport to be complete and are qualified in their entirety by reference to the Common Stock Registration Rights Agreement and the MCP\nRegistration Rights Agreement filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein\nby reference.\n\n** **\n\n****\n\n2"}