ESAB — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-06

• For the six months ended July 3, 2026 compared to the six months ended July 4, 2025, fluctuations in foreign currencies increased Net sales by 4.0%, Gross profit by 3.9% and Selling, general and administrative expenses by 4.3%.

• Adjusted EBITDA is a non-GAAP performance measure that we include in this Form 10-Q because it is a key metric used by our management to assess our operating performance. ESAB presents this non-GAAP financial measure including and excluding Russia due to economic and political volatility caused by t…

• Three Months Ended July 3, 2026Six Months Ended July 3, 2026

• (2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets, costs associated with disposing of discontinued products and other costs in connecti…

• (3) Includes transaction, diligence and integration expenses totaling $24.8 million and $35.1 million for the three and six months ended July 3, 2026, respectively, and amortization of intangibles and fair value step up on acquired inventories totaling $16.5 million and $29.0 million for the three a…

Text removed vs the prior filing · source: 10-Q · 2026-05-07

• Adjusted EBITDA is a non-GAAP performance measure that we include in this Form 10-Q because it is a key metric used by our management to assess our operating performance. ESAB presents this non-GAAP financial measure including and excluding Russia due to economic and political volatility caused by t…

• (2) Includes severance and other termination benefits, including outplacement services as well as the cost of relocating associates, relocating equipment, lease termination expenses, impairment of long-lived assets and other costs in connection with the closure and optimization of facilities and pro…

• (3) Includes transaction, diligence and integration expenses totaling $1.4 million for the three months ended April 4, 2025 and amortization of intangibles and fair value step up on acquired inventories totaling $8.2 million for the three months ended April 4, 2025.

• (4) Numbers calculated following the same definition as Adjusted EBITDA for total Company.

• (5) Net sales were $31.3 million relating to Russia for the three months ended April 4, 2025.

Text added vs the prior filing · source: 10-Q · 2026-08-06

• In connection with the Acquisition, we have incurred and may continue to incur costs and expenses, including financial advisory, legal, accounting, consulting and other advisory fees and expenses and other related charges. These costs and expenses could reduce the benefits and income we expect to ac…

• The following updates and replaces the risk factor in the 2025 Form 10-K entitled “Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimat…

• Available insurance coverage, the number of future asbestos-related claims and the average settlement value of current and future asbestos-related claims of certain subsidiaries could be different than current estimates, which could materially and adversely affect our business, financial condition a…

• Certain of our subsidiaries, which were contributed by the Former Parent, Colfax Corporation now known as Enovis Corporation (“Former Parent”), immediately prior to the consummation of the separation from the Former Parent (the “Separation”) and pursuant to the terms of the separation agreement ente…

• sale of the Former Parent’s Fluid Handling (“FH”) and Air and Gas Handling (“AGH”) businesses, the Former Parent and its subsidiaries retained the asbestos-related contingencies and insurance coverage related to these businesses, even though the Former Parent sold the operating assets of its FH and …

Text removed vs the prior filing · source: 10-Q · 2026-05-07

• The parties to the Acquisition may be unable to satisfy the conditions to the completion of the Acquisition and the Acquisition may not be completed.

• Completion of the Acquisition is conditioned on, among other things, (i) the accuracy of the representations and warranties of each party to the Share Purchase Agreement (the “SPA”), dated as of January 31, 2026, among ESAB, 9559-2796 Québec Inc., a corporation governed by the laws of the Province o…

• Satisfying the conditions to and completion of the Acquisition may take longer, and could cost more, than we expect. Any delay in completing the Acquisition or any additional conditions imposed in order to complete the Acquisition may materially adversely affect the synergies and other benefits that…

• In connection with the Acquisition, we have incurred and expect to continue to incur costs and expenses, including financial advisory, legal, accounting, consulting and other advisory fees and expenses and other related charges. In addition, we may incur one-time charges as a result of costs associa…

• Historical financial statements of Eddyfi and pro forma financial information about the Acquisition have not been disclosed to investors and will not be made available until after the Acquisition has been completed.

Text added vs the prior filing · source: 10-Q · 2026-08-06

• On May 13, 2026, Ms. Michele Campion, Chief Human Resources Officer of the Company, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 3,050 shares of Company Common stock between August 13, 2026 and May 7, 2027, subject to certain conditions.

Text removed vs the prior filing · source: 10-Q · 2026-05-07

• (a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

• On May 5, 2026, Olivier Biebuyck, President, Fabrication Technology of the Company, notified the Company that he is resigning to pursue an opportunity as the Chief Executive Officer at another company. Mr. Biebuyck’s last day of employment with the Company is expected to be on or about May 31, 2026.

• Separately, on May 7, 2026, the Company announced the appointment of Ranjana Bhagwakar as Executive Vice President, Business Operations effective early July 2026. Ms. Bhagwakar currently serves as Chief Lean & Transformation Officer at GE Healthcare, leading the company’s global business transformat…

• During the three months ended April 3, 2026, none of our directors or officers adopted, modified or terminated a Rule 10b5-1 or non-Rule 10b-5 trading arrangement as defined in Item 408 of Regulation S-K.