Slides
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ESAB Corporation February 2, 2026 Eddyfi Acquisition Conference Call
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Forward-Looking Statements & Non-GAAP Disclaimer Forward-Looking Statements This presentation includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning the acquisition of Eddyfi, future results and leverage after the acquisition and funding of the acquisition, expected total addressable market, synergy opportunities, the Company’s plans, goals, objectives, outlook, expectations, and intentions, including statements that are not historical or current fact. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including general risks and uncertainties such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to, risks related to the impact of the war in Ukraine and the conflict in the Middle East and the resulting escalating geopolitical tensions; impact of supply chain disruptions; the impact of creditworthiness and financial viability of customers; impact of inflationary pressures, tariff and trade policies, foreign exchange fluctuations and commodity prices; other impacts on the Company’s business and ability to execute business continuity plans; and the other factors detailed in the Company’s Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission (“SEC”). In addition, these statements are based on assumptions that are subject to change. This document speaks only as of the date hereof. The Company disclaims any duty to update the information herein. Non-GAAP Financial Measures This document includes a presentation of adjusted EBITA, adjusted EBITA margin, adjusted EBITDA, adjusted EBITDA margin, organic sales growth, and adjusted free cash flow and other financial measures that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), which ESAB uses to measure the performance of its business. The non-GAAP financial measures provided herein are adjusted for certain items as presented in the Appendix and should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies. ESAB presents some of these non-GAAP financial measures including and excluding Russia due to economic and political volatility caused by the Russia and Ukraine conflict, which results in enhanced investor interest in this information. Core non- GAAP financial measures excludes Russia for the period presented. Management believes that these non-GAAP financial measures provide useful information to investors by offering additional ways of viewing ESAB’s results, and represent the following: ▪ Organic sales growth (presented with and without Russia or “Core”) excludes the impact of acquisitions and foreign exchange rate fluctuations; ▪ Adjusted EBITA (presented with and without Russia or “Core”) represents net income excluding the effect of Restructuring and other related charges, acquisition transaction, due diligence and integration expenses, amortization of intangibles and fair value charges on acquired inventories and Pension settlement loss, income tax expense, and interest expense and other, net; ▪ Adjusted EBITDA (presented with and without Russia or “Core”) represents Adjusted EBITA excluding the effect of depreciation and other amortization; ▪ Adjusted EBITA and adjusted EBITDA margins are subject to the same adjustments as adjusted EBITA and adjusted EBITDA, respectively; ▪ Adjusted net income from continuing operations (presented with and without Russia or “Core”) represents net income from continuing operations attributable to ESAB Corporation excluding Restructuring and other related charges, acquisition due diligence and transaction expenses, amortization of intangibles and fair value charges on acquired inventories and Pension settlement loss. Adjusted net income includes the tax effect of non-GAAP adjusting items at applicable tax rates; ▪ Adjusted net income per share from continuing operations (presented with and without Russia or “Core”) is a calculation of adjusted net income from continuing operations over the weighted-average diluted shares outstanding; Management also believes that presenting these measures allows investors to view its performance using the same measures that ESAB uses in evaluating our financial and business performance and trends. See the Appendix to this presentation for a reconciliation of these non-GAAP measures to their closest equivalent GAAP measures. Refer to information about the non-GAAP measures contained in this presentation. Additional information regarding non-GAAP measures can be found in our most recent Form 10-K and our Form 8-K furnished as of the date of this presentation with the SEC, which are available at www.ESABcorporation.com. 2
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation 3 Remaining True T o ESAB’s Purpose Shaping The World We Imagine Shaping ESAB for the Future Shaping Value & Workflow For Our Customers
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Eddyfi increases ESAB’s TAM while accelerating growth and expanding margins Unrivaled provider of full workflow solution from fabrication to inspection to monitoring Partner of choice to our most important global customers for their inspection & monitoring needs Expands ESAB’s TAM by $5B1, unlocking faster growth, higher margins, and less cyclicality + 4 Creating Value For Customers And Shareholders 1 Company estimates.
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Eddyfi at a Glance A strategic asset accelerating ESAB’s journey to a premier industrial compounder ▪ Global leader in inspection & monitoring technologies for mission-critical applications ▪ Serves fast-growing end markets such as Aerospace & Defense and Nuclear ~$270M / HSD 2026E Sales / Growth ~65%+ 2026E Adj. Gross Margin ~30%+ 2026E aEBITDA Margin ~55% Recurring Sales Electromagnetic Testing Ultrasonic Testing Automated Inspection Eddyfi Overview Sales By Region1,2 Best-In-Class Technology1,2 43% of Sales 29% of Sales 28% of Sales #1 #1 #1 37% 30% 17% 16% NAM EUR Asia Other 30% 24%19% 12% 15% Nuclear Infrastructure Energy Infrastructure Aero & Defense Other Premier Financial Profile1 Sales By End Market1,2 5 1 Company estimates. 2 As of 2025.
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Welding & Gas Equipment Filler Metals In-Process Monitoring Post Weld Inspection 35%+ Gross Margin LSD Sales Growth Structural Integrity & Monitoring 65%+ HSD Weld Management & Traceability Inspection & Continuous Monitoring 6 ESAB’s Unrivaled Workflow Solution Uniquely positions ESAB into higher growth and higher margin solutions
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation $5 $15 $17 $8 Eddyfi provides access to a rich pipeline for future bolt-on opportunities $8$5 $2 $15$17 $8 $45B $40B $15B Additional opportunities for compounding Strengthening mission critical product offering Leveraging ESAB’s geographic scale TAM1 ($B) ‘16 ‘25 – ’28E ‘25 – ’28E Consumables Automation & Equipment Gas Equipment Inspection & Monitoring How We Are Expanding the TAM + 7 Expanding ESAB’s T otal Addressable Markets 1 Est. based on public data from peers, customer surveys and market analysis by ESAB sales function.
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Leveraging our proven EBXai business system to deliver long-term value EBXai to Drive Sourcing & Productivity Efficiencies Back Office Optimization to Streamline Operations ESAB’s Shared Service Centers to Provide Leverage 8 Significant Synergy Opportunities EBXai – Our Values, Process & Tools ~$20M1 of Cost Synergies 1 Company estimates.
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Accelerating our mix to higher growth and higher margin equipment portfolio + 21% 79% ~13% aEBITDA Margin 66% ~20% aEBITDA Margin 61% ~21% aEBITDA Margin 9 Eddyfi Equipment ESAB Equipment Consumables ‘16 Revenue: $1.7B1 ‘25 Revenue: ~$2.7B1 ‘25 Combined Revenue: ~$3B1 34% A Stronger And More Resilient ESAB 1 Core. 39%
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Transaction Summary On track to achieve 22%+ EBITDA margins by 2027E Overview Financial Impact ▪ Acquisition of Eddyfi Holdings, a market-leader in inspection and monitoring technologies ▪ ~$270M 2026E Revenue ▪ ~30%+ 2026E aEBITDA margin ▪ Currently expected to close in mid-2026 ▪ TEV of $1.45B on a cash-free, debt-free basis ▪ ~14.5x 2026E aEBITDA assuming run-rate synergies ▪ ~18.0x 2026E aEBITDA ▪ Funded with cash on hand, debt, and $318M of MCPS and common equity ▪ Accretive to core growth (+50 bps impact in 2027E+) ▪ Accretive to aEBITDA margins (+200 bps impact in 2027E+) ▪ Expect net leverage of <3.0x by year end 2026 Transaction Consideration 10
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation 4Q 2025 Highlights 11 ▪ Strong execution ▪ Softer December sales due to customer shutdowns ▪ EBXai delivering margins ▪ Acquisitions performing as expected ▪ Initiating 2026 guidance $687 - 689M Sales ~8.5% Total Core Growth2 $139 - 141M aEBITDA Year-over-Year2 ~9.0% 20.2 - 20.5% aEBITDA Margin Year-over-Year2 ~10bps 4Q 2025 Results1: ~(2%) Organic Core Growth2 EBXai driving strong margin performance 1 Core. Financial results for the fourth quarter and full year ended December 31, 2025 are preliminary, based solely upon management estimates and currently available information, without audit or consolidating a djustments. There can be no assurance that our final results for the quarter ended December 31, 2025 will be consistent with these estimates, and any difference could be material. These estimates are neither guarantees of actu al performance nor guarantees of, or indicative of, future performance. Caution should be exercised in relying on these estimates and no inferences should be drawn from thes e estimates regarding financial and/or other data not provided or available. 2 At the midpoint of the range.
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Sales aEBITDA aEPS ~$2.70B $539-$541M $5.25-$5.27 Preliminary 20251 Metric1 Delivered $2.54-$2.59B $515-$530M $5.10-$5.25 Original ’25 Guide $2.71-$2.73B $535-$540M $5.20-$5.30 3Q ’25 Guide $2.63-$2.68B $525-$535M $5.15-$5.30 2Q ’25 Guide $2.57-$2.63B $520-$530M $5.10-$5.25 1Q ’25 Guide 12 Full Y ear 2025 Highlights Delivering on our commitments 1 Core. Financial results for the fourth quarter and full year ended December 31, 2025 are preliminary, based solely upon management estimates and currently available information, without audit or consolidating a djustments. There can be no assurance that our final results for the quarter ended December 31, 2025 will be consistent with these estimates, and any difference could be material. These estimates are neither guarantees of actu al performance nor guarantees of, or indicative of, future performance. Caution should be exercised in relying on these estimates and no inferences should be drawn from thes e estimates regarding financial and/or other data not provided or available.
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation13 Sales Organic Growth % aEPS aEBITDA aFCF Conversion % $2.85–$2.95B 2.0%-4.0% $5.70–$5.90 $575–$595M ~90% ▪ Sales guidance assumes: ▪ M&A benefit ~4% ▪ FX tailwind 0-1% ▪ Seasonality: 1Q ~24.5%, 2Q ~25.5%, 3Q ~25.0% and 4Q ~25.0% ▪ aEBITDA margin expansion and aEPS growth continues ▪ Expecting another year of robust cash flow FY 2026 Guidance (Excludes Eddyfi) Core Financial Metrics 2026 Outlook Focused on delivering another year of strong results
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Creating significant long-term shareholder value Accelerates journey to a premier industrial compounder Generates ~$20M1 of synergies aEBITDA accretive immediately; aEPS accretive in 2027 Increases exposure to Aerospace & Defense and Nuclear Positions ESAB to provide an unrivaled workflow solution + Every Voice Valued Purposeful Leadership Always Improving Help Each Other Win Shared Success 14 Eddyfi: A Compelling Strategic Fit for ESAB 1 Company estimates.
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Appendix
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Non-GAAP Reconciliation – Adjusted EBITDA (Unaudited) 16 Three Months Ended Year Ended ($ Millions) December 31, 2025 December 31, 2025 Net Sales $ 720 - 722 $ 2,842 - 2,844 Net Sales attributable to Russia 33 142 Core Net Sales $ 687 - 689 $ 2,700 - 2,702 Operating Income $ 86 - 88 $ 411 - 413 Restructuring and other related charges 18 28 Acquisition-amortization and other related charges 24 72 Depreciation and other amortization 14 48 Adjusted EBITDA $ 142 - 144 $ 559 - 561 Adjusted EBITDA attributable to Russia 3 20 Core Adjusted EBITDA $ 139 - 141 $ 539 - 541
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Proprietary & Confidential ESAB Corporation Proprietary & Confidential ESAB Corporation Non-GAAP Reconciliation – Adjusted EPS1 (Unaudited) 17 Three Months Ended Year Ended ($ Millions, except Per Share Data) December 31, 2025 December 31, 2025 Net income per share - diluted from continuing operations $ 0.81 - 0.83 $ 4.08 - 4.10 Restructuring and other related charges - pretax 0.29 0.45 Acquisition - amortization and other related charges - pretax 0.40 1.18 Tax effect on above items (0.21) (0.41) Discrete tax adjustments 0.06 0.10 Adjusted net income per share - diluted from continuing operations $ 1.35 - 1.37 $ 5.39 - 5.41 Adjusted net income per share - diluted from continuing operations attributable to Russia (0.01) (0.14) Core adjusted net income per share – diluted from continuing operations $ 1.34 - 1.36 $ 5.25 - 5.27 1 Numbers may not sum due to rounding.