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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 by 20% or increased by 20%, respectively;
if the Company’s rTSR is from the 25th percentile to the 75th percentile, no adjustment will be made.
The target number of shares in each RSU and PSU award equals the Committee-approved
target values divided by the 15-day average trading price of the Company’s stock. The actual payout of the RSUs and PSUs will be
in shares, whose value at the time of payout may be greater or less than the target values.
For the executive officers, the numbers of RSUs granted and the PSU
threshold, target and maximum numbers of shares payable according to the performance criteria, were as follows:
| | |
| | |
| | |
| | |
PSU Payout Potential (Shares) | |
| Name and Title | |
RSU
Target Values
as of
Grant Date | | |
Number
of RSUs
Granted | | |
PSU
Target Values
as of
Grant Date | | |
At Threshold
Performance
(50% of
Target) | | |
At Target
Performance | | |
At
Maximum
Performance
(200% of
Target) | |
Bryan H. Sayler
Chief Executive Officer & President | |
$ | 1,050,000 | | |
| 4,786 | | |
$ | 2,450,000 | | |
| 5,583 | | |
| 11,166 | | |
| 22,332 | |
Christopher L. Tucker
Senior Vice President
& Chief Financial Officer | |
$ | 288,240 | | |
| 1,314 | | |
$ | 672,560 | | |
| 1,533 | | |
| 3,065 | | |
| 6,130 | |
David M. Schatz
Senior Vice President,
General Counsel & Secretary | |
$ | 166,980 | | |
| 761 | | |
$ | 389,620 | | |
| 888 | | |
| 1,776 | | |
| 3,552 | |
Item
7.01 Regulation FD Disclosure
Today, November 20, 2025, the Company is issuing a press release (attached
as Exhibit 99.1) announcing its financial and operating results for the fourth quarter and fiscal year ended September 30, 2025. The
Company will conduct a related Webcast conference call today at 4:00 p.m. Central Time. The press release will be posted on the Company’s
web site located at http://www.escotechnologies.com. It can be viewed through the “Investor News” page of the web
site under the “Investor Center” tab, although the Company reserves the right to discontinue that availability at any time.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description
of Exhibit |
| | 99.1 | Press Release issued November 20, 2025 |
| | 104 | Cover 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 Company incorporates it by reference into a filing under the Securities Act of 1933 as amended
or the Exchange Act.
Any references to the Company’s web site address included in this Form 8-K and the press release are intended
only as inactive textual references and not as active links to its web site. Information contained on the Company’s web site 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: November
20, 2025 |
|
| |
|
| |
ESCO TECHNOLOGIES INC. |
| |
|
| |
By: |
/s/ David M. Schatz |
| |
|
David M. Schatz |
| |
|
Senior Vice President, General Counsel and Secretary |
