ESCO Technologies (NYSE: ESE) director receives dividend-equivalent RSUs

Rhea-AI Filing Summary

PHILLIPPY ROBERT J reported acquisition or exercise transactions in this Form 4 filing.

ESCO Technologies Inc. director Robert J. Phillippy received a grant of 5.0384 Restricted Share Units (RSUs) on ESCO Technologies stock. These RSUs were issued in lieu of cash dividends on RSUs he already held, with each RSU economically equal to one share of Common Stock.

A portion of these dividend-equivalent RSUs will become payable in Common Stock and/or cash when the related underlying shares vest or are distributed, based on his elections. Any remaining RSUs are scheduled to be settled in Common Stock upon, or in installments beginning after, the end of his service as a director. Following this grant, he directly holds a total of 19,838.5148 RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PHILLIPPY ROBERT J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	5.038	$314.92	$2K

Holdings After Transaction: Restricted Share Units — 19,838.515 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 5.0384 RSUs Reference price per share: $314.9200 per share Total RSUs after grant: 19,838.5148 RSUs +1 more

4 metrics

RSUs granted 5.0384 RSUs Dividend-equivalent RSUs granted on Common Stock as of 2026-04-17

Reference price per share $314.9200 per share Assigned transaction price per RSU grant

Total RSUs after grant 19,838.5148 RSUs Director’s direct RSU holdings following the transaction

Conversion price $0.0000 RSUs have no exercise price; settle in stock and/or cash

Key Terms

Restricted Share Units, economic equivalent, in lieu of cash dividends, vest, +1 more

5 terms

Restricted Share Units financial

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

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.

economic equivalent financial

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

in lieu of cash dividends financial

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

vest financial

"A portion of the RSU representing dividends on unvested shares becomes payable ... when the underlying shares vest"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

termination of the reporting person's service financial

"Any remaining RSUs become payable in common stock upon ... the termination of the reporting person's service as a director"

Form 4 Insider Transactions: What Each Field Means →

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^*

PHILLIPPY ROBERT J

(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		5.0384		(1)	(1)	Common Stock	5.0384	$314.92	19,838.5148	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)

FAQ

What insider transaction did ESCO Technologies (ESE) report for Robert J. Phillippy?

ESCO Technologies reported that director Robert J. Phillippy received a grant of 5.0384 Restricted Share Units. These RSUs were issued as dividend equivalents on RSUs he already held and are economically equal to shares of Common Stock, increasing his total RSU holdings modestly.

How many ESCO Technologies RSUs does Robert J. Phillippy hold after this Form 4?

After this transaction, Robert J. Phillippy holds 19,838.5148 Restricted Share Units directly. These RSUs represent deferred equity compensation tied to ESCO Technologies Common Stock, some of which will settle when underlying shares vest or when his board service ends, depending on prior elections.

Why did ESCO Technologies grant 5.0384 RSUs instead of paying cash dividends?

The 5.0384 RSUs were issued in lieu of cash dividends on RSUs Phillippy already held. Instead of receiving cash, he received additional RSUs as dividend equivalents, each economically equal to one share of Common Stock, aligning director compensation more closely with shareholder returns over time.

When will Robert J. Phillippy’s new ESCO Technologies RSUs be paid out?

Part of the new RSUs becomes payable in Common Stock and/or cash when the related underlying shares vest or are distributed. Any remaining RSUs are payable in Common Stock upon, or in installments beginning after, the end of Phillippy’s service as a director, based on his prior elections.

What does it mean that each ESCO Technologies RSU is the economic equivalent of one share?

Each RSU representing ESCO Technologies stock is structured to mirror the value of one share of Common Stock. While RSUs are not actual shares until settled, they track the share price and dividends, so their eventual payout reflects the same economic value as owning one share per RSU.