ESCO Technologies (NYSE: ESE) director adds RSUs from dividend equivalents

Rhea-AI Filing Summary

ESCO Technologies Inc. director Penelope M. Conner reported receiving 0.4936 Restricted Share Units (RSUs) on January 16, 2026, valued at $218.58 per unit, as RSUs issued in lieu of cash dividends on RSUs she already holds. Each RSU is the economic equivalent of one share of common stock, and her total RSU holdings after this transaction are 1,349.2536 RSUs. RSUs representing dividends on unvested shares will become payable in common stock and/or cash when the underlying shares vest or when distributed, while remaining RSUs generally become payable in common stock upon or after her service as a director ends, based on her 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^*

Conner Penelope 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

Who is the insider in ESCO Technologies (ESE) Form 4 and what is their role?

The insider is Penelope M. Conner, who is listed as a director of ESCO Technologies Inc. and filed the Form 4 as a single reporting person.

What transaction did Penelope M. Conner report in this ESCO Technologies (ESE) Form 4?

She reported an acquisition (code A) of 0.4936 Restricted Share Units (RSUs) on January 16, 2026, a derivative securities transaction.

Why were the Restricted Share Units granted to the ESCO Technologies (ESE) director?

The RSUs were issued in lieu of cash dividends on RSUs already held by the reporting person on the dividend payment date, effectively reinvesting dividends into additional RSUs.

How many RSUs does the ESCO Technologies (ESE) director hold after this transaction?

Following the reported transaction, Penelope M. Conner beneficially owns 1,349.2536 Restricted Share Units, held in direct form.

What does each RSU represent in this ESCO Technologies (ESE) filing?

Each Restricted Share Unit is described as the economic equivalent of one share of common stock of ESCO Technologies Inc.

When do the RSUs reported by the ESCO Technologies (ESE) director become payable?

RSUs tied to dividends on unvested shares become payable in common stock and/or cash when the underlying shares vest or are distributed, while any remaining RSUs generally become payable in common stock upon or in installments beginning at the termination of her service as a director, or at an earlier time she designated.