ESCO Technologies (NYSE: ESE) director credited dividend RSUs in Form 4

Rhea-AI Filing Summary

ESCO Technologies Inc. director Vinod M. Khilnani reported a small automatic equity award related to his board compensation. On January 16, 2026, he acquired 0.4936 Restricted Share Units (RSUs) at a reference price of $218.58 per unit, issued in lieu of cash dividends on RSUs he already held. Each RSU is the economic equivalent of one share of ESCO Technologies common stock.

After this transaction, Khilnani beneficially owned a total of 1,349.2536 RSUs, held directly. The RSUs tied to dividends on unvested shares will generally become payable in common stock and/or cash when the underlying RSUs vest or are distributed, while the remaining RSUs become payable in common stock upon or following the end of his service as a director, depending on his 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

OMB APPROVAL

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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^*

KHILNANI VINOD M

(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	1,349.2536	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 insider transaction did ESCO Technologies (ESE) report for Vinod M. Khilnani?

ESCO Technologies reported that director Vinod M. Khilnani acquired 0.4936 Restricted Share Units (RSUs) on January 16, 2026. The transaction code was A, indicating an acquisition of derivative securities.

How many ESCO Technologies RSUs does Vinod M. Khilnani own after this Form 4 filing?

Following the reported transaction, Vinod M. Khilnani beneficially owned 1,349.2536 Restricted Share Units of ESCO Technologies, held in direct ownership.

Why did ESCO Technologies issue 0.4936 RSUs to Vinod M. Khilnani?

The 0.4936 RSUs were issued in lieu of cash dividends on RSUs that Khilnani already held on the dividend payment date. This represents dividend equivalents credited as additional RSUs instead of cash.

What is the relationship between ESCO Technologies RSUs and common stock?

Each Restricted Share Unit reported is described as the economic equivalent of one share of ESCO Technologies common stock. RSUs tied to dividends on unvested shares become payable in common stock and/or cash when the underlying RSUs vest or are distributed.

When do Vinod M. Khilnani’s ESCO Technologies RSUs become payable?

According to the disclosure, a portion of the RSUs representing dividends on unvested shares becomes payable in common stock and/or cash when the underlying shares vest, or concurrently with their distribution if he has designated that. Any remaining RSUs become payable in common stock upon, or in installments beginning upon, the termination of his service as a director or at an earlier time he previously designated.

Was this ESCO Technologies insider transaction under a Rule 10b5-1 plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) trading plan, but the excerpt does not show that this box was checked for Vinod M. Khilnani’s RSU acquisition.