ESAB Corporation

Item 1A. Risk Factors

In addition to the information set forth in this Quarterly Report on Form 10-Q, including under Management Discussion and Analysis of Financial Condition and Results of Operations - Special Note Regarding Forward Looking Statements, in Part I. Item 2, you should carefully consider the factors discussed in the Risk Factors section of the Companys 2025 Form 10-K filed with the SEC on February 20, 2026, as supplemented below with respect to the acquisition of Eddyfi Technologies (the Acquisition or Eddyfi).

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 Qubec Inc., a corporation governed by the laws of the Province of Qubec and a wholly owned indirect subsidiary of ESAB (the Purchaser), the vendors party thereto, and certain of their affiliates and representatives party thereto (subject to specified materiality standards); (ii) compliance by each party in all material respects with its covenants; (iii) regulatory approvals, (iv) there being no order by a governmental authority prohibiting or restricting the consummation of the Acquisition and the other transactions contemplated by the SPA, and (v) the delivery of certain items as set out in the SPA to the relevant parties. These and other conditions to the completion of the Acquisition may fail to be satisfied.

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 we expect to achieve if the Acquisition and the integration of the Eddyfi business are completed within the expected timeframe.

and updated below.

We may fail to realize all of the anticipated benefits of the Acquisition or those benefits may take longer to realize than expected.

We believe that there are significant operational and financial benefits resulting from the Acquisition. However, the efforts to realize these benefits could be a complex process and the failure to do so effectively or in a timely manner may negatively affect our earnings. The full benefits of the Acquisition, including the anticipated operational synergies and market expansion, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the Acquisition could adversely affect our results of operations or cash flows, cause dilution to our earnings per share and decrease or delay any accretive effect of the Acquisition. In addition, we have diverted, and will continue to divert, significant management resources towards the completion of the Acquisition, which could adversely affect our business and results of operations.

Eddyfi may have liabilities that are not known, probable or estimable at this time.

As a result of the Acquisition, we will effectively assume some or all of Eddyfis liabilities, whether or not currently known. There may be claims, assessments or liabilities that we did not discover or identify in the course of performing due diligence investigations of Eddyfi. In addition, there may be liabilities that are neither probable nor estimable at this time, which may become probable and estimable in the future. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business. We may uncover additional information about Eddyfi that adversely affects our business, such as unknown, unasserted or contingent liabilities and issues relating to compliance with applicable laws.

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We have incurred, and expect to continue to incur, transaction costs in connection with the Acquisition.

In connection with the Acquisition, we have incurred and expect to may continue to incur costs and expenses, including financial advisory, legal, accounting, consulting and other advisory fees and expenses and other related charges. In addition,These costs and expenses could reduce the benefits and income we may incur one-time charges aexpect to achieve from the Acquisition.

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 a result nd the average settlement value of costs associated withurrent and future asbestos-related claims of certain subsidiaries could be different the Acquisition. We will not be able to quantify the exact amountan current estimates, which could materially and adversely affect our business, financial condition and results of thesoperations.

Available insurance charges or overage, the period in which number of future asbestos-related claims and they will be in average settlement value of curred until after the Acquisition int and future asbestos-related claims of certain subsidiaries completed. Some ofuld be different the factorsan current estimates, which could materially and adversely affecting the costs associated with the Acquisi our business, financial condition and results of operations.

Certain of our subsidiaries, which were contributed by the Former Parent, Colfax Corporation now known as Enovis Corporation include the timing of t(Former Parent), immediately prior to the complensummation of the Acquisiseparation. While we have assumed that a certain level from the Former Parent (the Separation) and pursuant to the terms of expenses will be incurredthe separation agreement entered into with the Former Parent in connection with the AcquisiSeparation, theare armong the many factorsdefendants named in a large number of lawsuits that could affect thelaim personal injury as a result of exposure total amount. There may also be additional unanticipated significant costs in conn asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers and were not manufactured by any of these subsidiaries, nor were these subsidiaries producers or direction with t suppliers of asbestos. Additionally, pursuant to the Acquisdefinition that we do nve purchase agreements related to the

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sale ot anticipate f the Former Parents Fluid Handling (FH) and Air and may not be able to fullyGas Handling (AGH) businesses, the Former Parent and its subsidiaries recover. Thesetained the asbestos-related costntingencies and expenses could reduce insurance coverage related to these businesses, even though the Former Parent sold the benefoperating assets of its FH and income we expect AGH businesses. In connection with the Separation, we agreed to achieve from indemnify the Former Parent for, among othe Acquisition.

Historical finar things, the retained asbestos-related contingencial statemees and liabilities related to these businesses. See Item 3. Legal Proceedings and Part II, Item 8. Note 19, Commitments of Eddyfi and pro formaand Contingencies of this Form 10-K. For purposes of our financial inforstatements, we have estimation about the Acquisied the future claims exposure and the amount of insurance available based upon certain assumption have not been discloseds with respect to future claims and liability costs. We estimate the liability costs to investors and wibe incurred in resolving pending and forecasted claims for the next 15-year period as well not be made as the amount of insurance proceeds available until after the Acquisition has been completed.

We have not publiclfor such claims. We reevaluate these estimates regularly. Although we believe our current estimates are reasonable, a change in the time period used for forecasting liability costs, the actual number of future claims brought, the cost of resolving these claims, the likelihood of payment by, and the solvency of, insurers and the amount of remaining insurance available could be substantially disclosedfferent the historical finan the estimates, and future revaluation of liabilities and insurancial ste recoveries could result in material adjustments of Eddyfi or pro forma to these estimates, any of which could materially and adversely affect our business, financial informcondition and results of operation about s. Our estimates of the Acquisitionamount and investors do not have the benefit of such historical financial stateduration of defense, settlement and/or judgment costs that we incur with respect to these claims may not be accurate, and can be affected by developments or in the pro forma financial informaceedings or in other factors affecting our assumption s. For example, in decione proceeding to invest in he South Carolina Supreme Cour common stock. Accordingly, when deciding whether to purchat recently ruled that a court-appointed receiver could pursue claims against us and other third parties on behalf of a manufacturer whose ouproducts allegedly caused or common stock, you sntributed to plaintiffs injuries. Althould consgh we believe the matter was wrongly decider d and the fact that decision does not address whethere is ver we have any limited public information related ability, to which we believe we have appropriate defenses, it allows the receivers claims to proceed, requiring us to Eddyfi or iincur additional legal defense costs afrom conticipated impact on our financial results. Wnued proceedings and potentially exposing us to future claims and greater liability than we had previously estimated.

While are required to fil portion of our defense, settlement and/or judgment costs have historical financily been reimbursed by insurers, we also incur legal statements of Eddyfi and pro forma financialcosts in connection with collection of insurance recoveries from certain of the contributed subsidiaries informsurers relation with the SEC no later than 75 days after the closng to insurance coverage. These costs also may be significant, and difficult to predict. Additionally, we may experience delays in receiving reimbursement from insurers, during of the Acwhich time we may be requisition. Once red to pay cash for settlement or legal defense costs. Any increase in the financiactual results of Eddyfi have been included innumber of future claims brought against us, the costs of defending or resolving these claims, the costs of pursuing claims against our financial results, our fininsurers, the likelihood and timing of payment by, and the solvency of, insurers and the amount of remaining insurancial ste available, could matements will differ significantrially and adversely fromaffect our historicalbusiness, financial statementscondition and results of operations. See Item 3. Legal Proceedings of this Form 10-K.