ESCO director awarded dividend RSUs

ESCO Technologies Inc. director Penelope M. Conner received a small grant of restricted share units as part of her existing equity awards.

Rhea-AI Filing Summary

ESCO Technologies Inc. director Penelope M. Conner received a small grant of restricted share units as part of her existing equity awards. On the reported date, she acquired 0.1961 restricted share units, bringing her total restricted share unit holdings to 772.1961.

According to the footnote, these restricted share units were issued in lieu of cash dividends on restricted share units she already held. Each unit is economically equivalent to one share of common stock and becomes payable in common stock and/or cash when the underlying shares vest or when her board service ends, depending on her prior elections.

Insider Trade Summary

Grant/Award: 0.1961 shares

Grant/Award 1 txn

Insider Conner Penelope M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	0.1961	$314.92	$61.76

Holdings After Transaction: Restricted Share Units — 772.1961 contracts (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs granted: 0.1961 restricted share units Grant reference price: $314.9200 per unit RSUs after transaction: 772.1961 restricted share units +1 more

4 metrics

RSUs granted 0.1961 restricted share units Grant in lieu of cash dividends on RSUs

Grant reference price $314.9200 per unit Transaction price per restricted share unit

RSUs after transaction 772.1961 restricted share units Total restricted share units following transaction

Underlying common shares 0.1961 shares Underlying common stock for the new RSUs

Key Terms

Restricted Share Units, RSUs, Common Stock, economic equivalent, +1 more

5 terms

Restricted Share Units financial

"Restricted Share Units (RSUs) issued in lieu of cash dividends on the RSUs held by the reporting person"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

RSUs financial

"Restricted Share Units (RSUs) issued in lieu of cash dividends on the RSUs held by the reporting person"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Common Stock financial

"Each RSU is the economic equivalent of one share of Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

economic equivalent financial

"Each RSU is the economic equivalent of one share of Common Stock"

dividends financial

"RSUs issued in lieu of cash dividends on the RSUs held by the reporting person"

Dividends are cash payments a company gives to its shareholders from profits or cash reserves, effectively sharing part of its earnings with owners. They matter to investors because they provide a steady income stream, act like an interest or rent payment on owning the stock, and signal management’s confidence in the business—factors that influence total return and share price. Regular or special dividends can change an investor’s income and reinvestment strategy.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ESCO Technologies (ESE) report for Penelope M. Conner?

ESCO Technologies reported that director Penelope M. Conner acquired 0.1961 restricted share units. These units were credited as a grant in lieu of cash dividends on restricted share units she already held, increasing her total restricted share unit holdings to 772.1961 after the transaction.

What are the terms of the restricted share units in this ESCO Technologies (ESE) Form 4?

The restricted share units are economically equivalent to one share of common stock each. A portion tied to dividends on unvested shares becomes payable when those shares vest, while remaining units become payable in common stock, or installments, after Conner’s board service ends or at another designated time.

Why did ESCO Technologies (ESE) issue 0.1961 restricted share units instead of cash?

The 0.1961 restricted share units were issued in lieu of cash dividends on existing restricted share units. Instead of receiving cash, director Penelope M. Conner received additional units that mirror dividend value, aligning compensation with equity performance while maintaining her position in ESCO Technologies’ common stock equivalents.

When will Penelope M. Conner’s ESCO Technologies (ESE) restricted share units be paid out?

A portion of the restricted share units representing dividends on unvested shares becomes payable when the underlying shares vest or when distributed as designated. Any remaining restricted share units become payable in common stock upon, or in installments beginning upon, the end of Conner’s service as a director.

How many restricted share units does the ESCO Technologies (ESE) director hold after this Form 4 transaction?

After the transaction, director Penelope M. Conner holds a total of 772.1961 restricted share units. This reflects the addition of 0.1961 units granted in lieu of cash dividends, as reported in the Form 4, and shows her ongoing equity-based compensation position tied to ESCO Technologies’ common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/20/2026 - 10:17 AM EDT Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 MISSOURI 63141

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

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

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

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

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)	04/17/2026		A		0.1961		(1)	(1)	Common Stock	0.1961	$314.92	772.1961	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	04/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)