Kambeyanda Shyam, President and CEO of ESAB Corp (NYSE: ESAB), executed a sale of 59,304 shares of the company's common stock on February 23, 2026. The transactions occurred across a range of prices between $122.998 and $128.752 per share and produced net proceeds of approximately $7.35 million.
According to a Form 4 filed with the Securities and Exchange Commission, these dispositions were made under a pre-established Rule 10b5-1 trading plan. Such plans allow insiders to sell shares according to a predetermined schedule and are commonly used to provide an objective framework for transactions while avoiding potential conflicts tied to nonpublic information.
On the same date, Shyam exercised stock options to acquire 59,404 shares at an exercise price of $33.49, representing a total exercise value of $1,989,439. In addition, 4,466 restricted stock units (RSUs) were converted into common shares. To satisfy tax obligations arising from the vesting of those RSUs, ESAB withheld 2,091 shares at a price of $122.65, an amount valued at $256,461.
After accounting for these moves, Shyam now directly holds 102,239 shares of ESAB common stock.
The insider sale coincides with ESAB trading at $124.78, with the company carrying a market capitalization of approximately $7.6 billion and a price-to-earnings ratio of 30.46. Analysis from InvestingPro characterizes the stock as trading above its Fair Value estimate, placing ESAB among those listed as Most Overvalued on that platform. The company is nonetheless profitable on a trailing twelve-month basis and is described as maintaining a strong financial position.
Separately, ESAB announced a definitive agreement to acquire Eddyfi Technologies for $1.45 billion. The acquisition is expected to close in mid-2026 and is planned to be financed through a combination of cash, debt, and $318 million in committed equity. Management projects that Eddyfi could contribute about $270 million in revenue and $80 million in adjusted EBITDA by 2026, with potential synergies increasing adjusted EBITDA to roughly $100 million.
ESAB also released preliminary results for the fourth quarter of 2025, indicating that EBITDA and earnings per share were at the high end of the company's guidance, while sales came in below expectations. Those results and the 2026 outlook prompted differing analyst reactions: BofA Securities lifted its price target to $150 and maintained a Buy rating, Stifel raised its target to $158, and JPMorgan reduced its target to $130, citing the potential short-term dilutive impact of the Eddyfi acquisition on earnings.
The insider transactions, the company's reported preliminary results and the planned acquisition together represent key developments investors will be watching as ESAB progresses toward closing the deal and executes on its 2026 plans.
Summary
On February 23, 2026, ESAB CEO Kambeyanda Shyam sold 59,304 shares under a Rule 10b5-1 plan for about $7.35 million, exercised options for 59,404 shares at $33.49, and converted 4,466 RSUs into common stock. Following tax withholding of 2,091 shares, he now owns 102,239 shares directly. ESAB is trading at $124.78 with a market cap of $7.6 billion and a P/E of 30.46, and InvestingPro lists the stock as overvalued versus its Fair Value. ESAB announced a definitive agreement to acquire Eddyfi Technologies for $1.45 billion, expected to close in mid-2026, and reported preliminary Q4 2025 results with EBITDA and EPS at the high end of guidance but sales below expectations. Analysts have issued divergent price targets in response to these developments.
Key points
- Insider sale and option exercise - CEO Kambeyanda Shyam sold 59,304 shares under a Rule 10b5-1 plan and exercised options to acquire 59,404 shares, with RSU conversions and tax withholding also recorded.
- Valuation and market metrics - ESAB trades at $124.78 with a market capitalization near $7.6 billion and a P/E ratio of 30.46; InvestingPro marks the stock as overvalued relative to its Fair Value estimate.
- M&A and preliminary results - ESAB agreed to acquire Eddyfi Technologies for $1.45 billion, expected to close in mid-2026, and posted preliminary Q4 2025 results showing EBITDA and EPS at the high end of guidance while sales missed expectations.
Risks and uncertainties
- Acquisition dilution risk - JPMorgan flagged the potential for the Eddyfi acquisition to be short-term dilutive to earnings, a factor cited in its lower price target.
- Execution and timing - The closing of the $1.45 billion acquisition is expected in mid-2026 and will rely on financing via cash, debt, and committed equity, leaving near-term financing and integration execution as potential uncertainties.
- Sales performance - Preliminary fourth-quarter 2025 sales fell short of expectations despite EBITDA and EPS at the high end of guidance, indicating variability in revenue performance that could affect near-term results.