ESE

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2026-01-30 2026-01-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2026

ESCO TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in Charter)

Missouri 1-10596 43-1554045

(State or Other (Commission (I.R.S. Employer

Jurisdiction of Incorporation) File Number) Identification No.)

645 Maryville Centre Drive, Suite 300, St. Louis, Missouri 63141-5855

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 314-213-7200

Securities registered pursuant to section 12(b) of the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common Stock, par value $0.01 per share

ESE

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨   Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).       Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition

Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.

Item 5.07Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of the Registrant’s stockholders was held on January 30, 2026. Each of the 25,874,368 shares of common stock entitled to vote at the meeting was entitled to one vote on each matter voted on at the meeting. The affirmative vote of a majority of the shares represented in person or by proxy at the meeting was required to elect each director and to approve each of the other proposals considered at the meeting. The vote totals below are rounded down to the nearest whole share, and Broker Non-Votes are not considered to be entitled to vote on the matter in question and are therefore not counted in determining the number of votes required for approval.

At the meeting, there were 24,259,347 shares represented and entitled to vote on one or more matters at the meeting, or approximately 93.8% of the outstanding shares. The voting on each of the proposals was as follows:

Proposal 1 – Election of Directors (for terms expiring at the 2029 Annual Meeting):

Nominee “For” “Withhold” Broker

Non-Votes

Percent of Shares

Represented and

Entitled to Vote

on the Nominee

Voting “For” Percent of all

Outstanding

Shares

Voting “For”

Patrick M. Dewar 22,753,584 840,225 665,538 96.4% 87.9%

Vinod M. Khilnani 22,799,411 794,398 665,538 96.6% 88.1%

Robert J. Phillippy 20,609,699 2,984,110 665,538 87.4% 79.7%

Because each nominee received a majority of the shares represented at the meeting and entitled to vote on the nominee, all of the nominees were duly elected.

Proposal 2 – Advisory vote on the resolution to approve the compensation of the Registrant’s executive officers (“Say on Pay”):

“For” “Against” “Abstain” Broker

Non-Votes

Percent of Shares

Represented and

Entitled to Vote

on the Proposal

Voting “For” Percent of all

Outstanding

Shares

Voting “For”

23,188,942 383,828 21,038 665,538 98.3% 89.6%

Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

Proposal 3 – Amendment to the Company’s Employee Stock Purchase plan as described in the Proxy Statement for the Meeting and attached hereto as Exhibit 10.1:

“For” “Against” “Abstain” Broker

Non-Votes

Percent of Shares

Represented and

Entitled to Vote

on the Proposal

Voting “For” Percent of all

Outstanding

Shares

Voting “For”

23,349,287 238,306 6,215 665,538 99.0% 90.2%

Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.

Proposal 4 – Ratification of the Registrant’s appointment

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2025-11-17 2025-11-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of earliest event reported): November 17, 2025

ESCO TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in Charter)

Missouri 1-10596 43-1554045

(State or Other (Commission (I.R.S. Employer

Jurisdiction of Incorporation) File Number) Identification No.)

645 Maryville Centre Drive, Suite 300, St. Louis, Missouri 63141-5855

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 314-213-7200

Securities registered pursuant to section 12(b) of the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common Stock, par value $0.01 per share

ESE

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨   Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).       Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02  Results of Operations and Financial Condition

Today, November 20, 2025, ESCO Technologies Inc. (the Registrant, or the “Company”) is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its financial and operating results for the fourth quarter and fiscal year ended September 30, 2025. See Item 7.01, Regulation FD Disclosure, below.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Officers – Long-Term Equity

Incentive Awards

On November 17, 2025, the Human Resources and Compensation Committee of the Company’s Board of Directors approved the fiscal 2026 awards of time-based Restricted Share Units (RSUs) and Performance Share Units (PSUs) to the Company’s three executive officers and the other participants in the Company’s LTI program, effective November 17, 2025.

Other than the share amounts, the terms of the fiscal 2026 RSUs (and future RSUs except to the extent hereafter amended by the HRCC) are substantially similar to those awarded for fiscal 2025, vesting over a period of approximately three years, in three equal portions approximately 12, 24 and 36 months after the grant date; for the fiscal 2026 awards, vesting will occur on the last NYSE trading days in November 2026, 2027 and 2028.

The terms of the fiscal 2026 PSUs (and future PSUs except to the extent hereafter amended by the HRCC) are substantially similar to those awarded for fiscal 2025 other than the specific share amounts and performance goals. The fiscal 2026 PSUs will vest after a three-year performance period beginning October 1, 2025 and ending on September 30, 2028, on the last trading day of the month in which the HRCC approves and certifies the extent to which the applicable performance goals have been achieved. Upon vesting, the awards will be converted into a currently undeterminable number of shares of Company common stock, which may be less than or greater than the number of PSUs awarded, within certain specified threshold and maximum limits, depending on the degree to which the Company has achieved one or more specified performance goals. If the performance is less than the threshold goal for a particular performance measure, there will be no payout of that portion of the PSUs dependent on that measure.

The performance goals for the fiscal 2026 PSUs are specified Committee-approved targets for EBITDA (60%) and Return on Invested Capital (40%), with the resulting number of shares potentially subject to increase or decrease based on the Company’s Total Shareholder Return (TSR) over the performance period compared to the TSR of the companies in a peer group based on the S&P Small-Cap 600 Industrials Index (rTSR). If the Company’s rTSR is below the 25th percentile or above the 75th percentile, the resulting number of shares will be decreased b

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2025-08-07 2025-08-07

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iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2025

ESCO TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in Charter)

Missouri 1-10596 43-1554045

(State or Other (Commission (I.R.S. Employer

Jurisdiction of Incorporation) File Number) Identification No.)

645 Maryville Centre Drive, Suite 300,

St. Louis, Missouri 63141-5855

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 314-213-7200

Securities registered pursuant to section 12(b) of the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common Stock, par value $0.01 per share

ESE

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨   Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.113d-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).       Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition

Today, August 7, 2025, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2025 third quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.

Item 7.01Regulation FD Disclosure

Today, August 7, 2025, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2025 third quarter financial and operating results. The press release will be posted on the Registrant’s investor website (https://investor.escotechnologies.com), although the Registrant reserves the right to discontinue that availability at any time.

The Registrant will conduct a related webcast conference call today at 4:00 p.m. Central Time. The conference call webcast will be available on the Registrant’s investor website (https://investor.escotechnologies.com). A slide presentation will be utilized during the call and will be posted on the website prior to the call. For those unable to participate, a webcast replay will be available after the call on the website, although the Registrant reserves the right to discontinue that availability at any time.

Item 9.01Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.Description of Exhibit

99.1Press Release dated August 7, 2025

104Cover Page Inline Interactive Data File

Other Matters

The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.

Any references to the Registrant’s website address in this Form 8-K and the press release are included only as inactive textual references, and the Registrant does not intend them to be active links to its website. Information contained on the Registrant’s website does not constitute part of this Form 8-K or the press release.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2025

ESCO TECHNOLOGIES INC.

By: /s/ Christopher L. Tucker

Christopher L. Tucker

Senior Vice President and Chief Financial Officer