ESCO Technologies (ESE) director adds dividend-equivalent RSUs to holdings

Rhea-AI Filing Summary

ESCO Technologies director Janice L. Hess reported an automatic award of additional Restricted Share Units (RSUs) tied to her existing equity holdings. On January 16, 2026, she acquired 0.4936 RSUs at a reference value of $218.58 per unit, recorded as a derivative security transaction. These RSUs were issued in lieu of cash dividends on RSUs she already held, with each RSU equal in value to one share of common stock.

After this dividend-equivalent grant, Hess beneficially owns 1,349.2537 RSUs directly. The footnote explains that RSUs credited as dividends on unvested awards generally become payable in common stock and/or cash when the underlying RSUs vest, while remaining RSUs are settled in common stock upon or after the end of her board service, based on prior elections.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hess Janice L.

(Last) (First) (Middle)

C/O ESCO TECHNOLOGIES INC.

645 MARYVILLE CENTRE DR., SUITE 300

(Street)

ST LOUIS MO 63141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESCO TECHNOLOGIES INC [ ESE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	01/16/2026		A		0.4936		(1)	(1)	Common Stock	0.4936	$218.58	1,349.2537	D

Explanation of Responses:

1. Restricted Share Units (RSUs) issued in lieu of cash dividends on the RSUs held by the reporting person on the payment date. Each RSU is the economic equivalent of one share of Common Stock. A portion of the RSU representing dividends on unvested shares becomes payable in Common Stock and/or cash when the underlying shares vest, or concurrently with the distribution of the underlying shares if the reporting person has so designated. Any remaining RSUs become payable in common stock upon, or at the election of the reporting person in installments beginning upon, the termination of the reporting person's service as a director or such earlier time as the reporting person may have designated.

Remarks:

Power of Attorney on file

	/s/ Jeffrey D. Fisher, Attorney-in-Fact	01/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ESCO Technologies (ESE) director Janice L. Hess report on this Form 4?

Director Janice L. Hess reported an automatic credit of 0.4936 Restricted Share Units (RSUs) on January 16, 2026. The transaction is coded as an acquisition of a derivative security and reflects dividend-equivalent RSUs credited on her existing RSU holdings.

How many ESCO Technologies RSUs does Janice L. Hess hold after this transaction?

Following the reported transaction, Janice L. Hess beneficially owns 1,349.2537 RSUs directly. Each RSU represents the economic equivalent of one share of ESCO Technologies common stock.

Why did Janice L. Hess receive 0.4936 RSUs instead of cash at ESCO Technologies?

The footnote states that these Restricted Share Units were issued in lieu of cash dividends on RSUs she held on the dividend payment date. Instead of receiving cash, she was credited with additional RSUs that mirror the value of dividends on her existing unvested RSUs.

How are the ESCO Technologies dividend-equivalent RSUs for Janice L. Hess settled?

The disclosure explains that RSUs credited as dividends on unvested shares become payable in common stock and/or cash when the underlying RSUs vest or when distribution occurs, depending on her prior designation. Any remaining RSUs become payable in common stock upon, or in installments beginning upon, the end of her service as a director or at an earlier elected time.

Is this ESCO Technologies Form 4 transaction a purchase or a sale of common stock?

The transaction involves derivative securities (Restricted Share Units), not a market purchase or sale of common stock. It is reported with a transaction code A for an acquisition of derivative securities, reflecting dividend-equivalent RSUs credited to the director’s account.

Does Janice L. Hess hold ESCO Technologies RSUs directly or indirectly?

The filing shows the ownership form as Direct (D) for the 1,349.2537 RSUs beneficially owned after the transaction. No indirect ownership entity or special nature of ownership is indicated in the data provided.