ESE

EX-99.1

2 tm2613615d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

NEWS FROM

For more information contact:

Kate Lowrey - VP of Investor Relations

(314) 213-7277 / klowrey@escotechnologies.com

ESCO REPORTS

SECOND QUARTER FISCAL 2026 RESULTS

- Q2 Sales increase 33% to $309 Million -

- Q2 Entered Orders increase 42% to $378 Million -

- Q2 GAAP EPS from Continuing Operations increases 26% to $1.29 -

- Q2 Adjusted EPS from Continuing Operations increases 63% to $1.91 -

ST. LOUIS, May 7, 2026 – ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the second quarter ended March 31, 2026 (Q2 2026).

Operating Highlights

·Q2 2026 Sales increased $78 million (33.5 percent) to $309 million compared to $232 million in Q2 2025. Q2 2026 organic sales increased $30 million (12.8 percent) and Maritime contributed $48 million (20.7 percent) of revenue growth in the quarter.

·Q2 2026 GAAP EPS from Continuing Operations increased 26.5 percent to $1.29 per share compared to $1.02 per share in Q2 2025. Q2 2026 Adjusted EPS from Continuing Operations increased 63.2 percent to $1.91 per share compared to $1.17 per share in Q2 2025.

·Q2 2026 Entered Orders increased $113 million (42.4 percent) to $378 million (book-to-bill of 1.22), resulting in record backlog of $1.5 billion.

·Net cash provided by operating activities was $135 million YTD, an increase of $88 million compared to the prior year period.

Bryan Sayler, Chief Executive Officer and President, commented, “Q2 was another excellent quarter, highlighted by $378 million in orders, 33% revenue growth, and 320 basis points of Adjusted EBITDA margin expansion. We saw broad-based revenue strength across our Navy, aerospace, Test, and utilities markets. It has been particularly encouraging to see a strong rebound in our Test business, with increasing orders driving solid revenue growth across many of their served markets.

“We believe this quarter’s results further demonstrate the strength of our strategic positioning and our ability to execute consistently and deliver sustainable value. ESCO has taken concrete steps to strengthen our business portfolio and we remain positive about the long-term outlook for our target markets. Across these markets, durable demand drivers continue to be in place, and we are excited for the future.”

Segment Performance

Aerospace & Defense (A&D)

·Q2 2026 sales increased $60.7 million (67.7 percent) to $150.3 million from $89.6 million in Q2 2025. Organic sales increased $12.9 million (14.3 percent) and Maritime added $47.8 million (53.4 percent) of revenue growth in the quarter. Quarterly sales growth was led by strong performance in Navy, commercial aerospace, and military aerospace.

·Q2 2026 EBIT increased $18.8 million to $43.0 million from $24.2 million in Q2 2025. Adjusted EBIT increased $18.9 million in Q2 2026 to $43.1 million (28.6 percent margin) from $24.2 million (27.0 percent margin) in Q2 2025. The 78 percent increase in Adjusted EBIT was driven by the addition of Maritime as well as leverage on higher volume, and price increases, partially offset by inflationary pressures and unfavorable mix.

·Q2 2026 entered orders increased $87.3 million (90.4 percent) to $183.8 million (book-to-bill of 1.22), resulting in record backlog of $1.1 billion. Orders strength in the quarter was primarily driven by $53 million in orders at Maritime, $24 million in Virginia Class orders at Globe, and higher commercial aerospace OEM orders.

Utility Solutions Group (USG)

·Q2 2026 sales increased $2.7 million (3.0 percent) to $93.5 million from $90.8 million in Q2 2025. Doble sales increased by $8.4 million (11.3 percent) while NRG sales decreased by $5.7 million (35.8 percent). Sales growth in the quarter was driven by higher protection testing, offline test equipment, and services revenue at Doble, partially offset by lower wind and solar revenue at NRG.

·Q2 2026 EBIT increased $1.7 million to $22.5 million from $20.8 million in Q2 2025. Adjusted EBIT increased $2.2 million in Q2 2026 to $23.1 million (24.7 percent margin) from $20.9 million (23.0 percent margin) in Q2 2025. The 11 percent increase in Adjusted EBIT was driven by leverage on higher volume at Doble, price increases, and mix, partially offset by deleverage on lower volume at NRG and inflationary pressures.

·Q2 2026 entered orders increased $9.1 million (9.9 percent) to $101.3 million (book-to-bill of 1.08), resulting in backlog of $162.5 million. Doble orders increased $15.5 million (20.3 percent) to $92.1 million due to strength in services, offline test equipment, and condition monitoring orders. NRG orders decreased $6.4 million (41.3 percent) to $9.2 million, primarily due to lower wind and solar orders.

RF Test & Measurement (Test)

·Q2 2026 sales increased $14.1 million (27.5 percent) to $65.5 million from $51.4 million in Q2 2025. Sales growth in the quarter was primarily driven by higher U.S Test & Measurement (EMC) and filt

EX-99.1

2 tm2611891d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

NEWS FROM

For more information contact:

Kate Lowrey – VP of Investor Relations

(314) 213-7277 / klowrey@escotechnologies.com

ESCO ANNOUNCES AGREEMENT TO ACQUIRE MEGGER

GROUP LIMITED

- Global Provider of Test, Monitoring and Data Analytics Solutions for Electric Power Assets -

- Adds Complementary Portfolio of Products Expanding Presence in International Markets -

- Continues Transformational Shift Towards High Margin/High Growth End-Markets -

ST. LOUIS, April 15, 2026 – ESCO Technologies Inc. (NYSE: ESE) today announced that it has agreed to acquire the Megger Group Limited (Megger) business of TBG AG (TBG). Under the terms of the definitive agreement ESCO will acquire Megger for total consideration of $2.35 billion, consisting of $0.9 billion in cash and ESCO equity valued at approximately $1.4 billion. The cash portion will be funded through existing cash on hand and incremental debt, with committed financing in place. The value represents approximately 14x projected 2026 EBITDA, including synergies.

Reflecting their confidence in ESCO’s growth and value creation, TBG has agreed to certain lock-up provisions with respect to its equity ownership in ESCO common stock. Upon closing of the transaction, TBG will have nomination rights for one seat on ESCO’s Board of Directors.

Megger is a leading global provider of testing, monitoring, and data-driven solutions for utilities and critical electric infrastructure, including industrial, transportation, data center and renewable end markets. Leveraging differentiated software and analytics capabilities, Megger empowers customers to operate with confidence and efficiency. Megger has a strong presence across the globe with key hubs in the United Kingdom, Europe, North America, and Asia.

Megger will become part of ESCO’s Utility Solution Group (USG) segment. Their products and services include battery, cable, circuit breaker, relay, transformer, and motor test equipment, on-line monitoring solutions, and data analytics for grid and electric power assets.

“This transformational transaction will expand our scale and international reach, further strengthening our position as a valued partner to utilities worldwide. The addition of Megger is a major milestone in our strategy to build a scaled, differentiated, high-margin utility solutions platform,” said Bryan Sayler, President and Chief Executive Officer of ESCO Technologies. “We have long admired Megger and view it as an exceptional strategic fit within our USG portfolio. Megger adds a respected and differentiated product portfolio, with highly complementary capabilities, deep technical expertise, and strong customer and supplier relationships.”

“We are incredibly proud of the exceptional platform we have built at Megger and believe ESCO is the ideal partner to accelerate the next stage of growth,” said Jeremy Abson, Chief Executive Officer of TBG. “We believe in the strategic vision of what the Doble and Megger combination can be in the future and are supportive of ESCO’s broader businesses and strategies.”

Compelling Strategic and Financial Benefits

·Adds a complementary portfolio of products: Megger adds complementary test equipment that will expand our product offerings into key new areas across the electric utility end market. Together Doble and Megger will deliver a more comprehensive set of solutions for our regulated electric utility customers.

·Expands scale and global presence: Megger has a strong global presence and will expand both our product offerings in North America and our served markets in the United Kingdom, Europe, and Asia.

·Strong growth profile: Megger is expected to have approximately $590 million in revenue in 2026, with a strong growth outlook for the future, driven by the need to maintain utility assets as they upgrade and expand grid infrastructure globally to meet the increasing demand for electricity.

·Synergies: Through targeted collaboration between ESCO and Megger, the combination is expected to realize approximately $60 million in cost synergies within the first three years following closing.

·Continued expansion of ESCO’s exposure to high-growth, profitable end markets: Approximately 85 percent of ESCO’s pro forma revenue is positioned to benefit from secular tailwinds across the Utility and Aerospace & Defense end markets.

ESCO Preliminary Q2 2026 Earnings Results

The Company expects to report Q2 2026 results from Continuing Operations which include Revenue of $309 million, GAAP EPS of $1.29, and Adjusted EPS of $1.91. These results reflect another quarter of strong sales growth and margin improvement and are in excess of our prior guidance for the quarter.

The Company will report full second quarter results and an update to the full year outlook after the market close on Thursday, May 7, 2026, followed by a conference call where the financial results and related commentary will be discussed.

Advisors

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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