Director Penelope Conner gains ESCO (ESE) shares from RSU vesting

Rhea-AI Filing Summary

ESCO Technologies director Penelope M. Conner reported the vesting of restricted share units (RSUs) into common stock. On February 5, 2026, 1,349 RSUs vested and were converted into 1,349 shares of ESCO common stock at $238.40 per share, increasing her directly owned common stock to 2,054 shares.

The RSUs were originally granted on February 5, 2025 and vested one year later. After vesting, 0.2536 fractional RSU was disposed of to the issuer for cash at the same NYSE closing price, leaving Conner with 772 RSUs outstanding.

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^*

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)
02/05/2026

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
Common Stock	02/05/2026		M		1,349(1)	A	$238.4	2,054	D

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	$0	02/05/2026		M			1,349(1)	02/05/2026(2)	02/05/2026(2)	Common Stock	1,349(1)	$238.4	772.2536	D
Restricted Share Units	$0	02/05/2026		D			0.2536(1)	02/05/2026(2)	02/05/2026(2)	Common Stock	0.2536(1)	$238.4	772	D

Explanation of Responses:

1. Represents vesting of unvested restricted share units (RSUs) acquired during previous year plus dividend equivalents thereon, conversion of whole number of RSUs into underlying whole shares of common stock, and disposition to issuer of remaining fractional RSU for cash at price per share equal to NYSE closing price on the vesting date.

2. RSUs were granted February 5, 2025, vesting one year after grant date.

Remarks:

Power of Attorney on file

	/s/ Jeffrey D. Fisher, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ESCO Technologies (ESE) director Penelope Conner report?

Penelope M. Conner reported the vesting of 1,349 restricted share units (RSUs) into 1,349 shares of ESCO Technologies common stock on February 5, 2026, reflecting equity compensation converting into directly owned shares at the NYSE closing price on the vesting date.

How many ESCO Technologies shares does Penelope Conner own after this Form 4 filing?

After the reported transactions, Penelope M. Conner directly owns 2,054 shares of ESCO Technologies common stock. She also continues to hold 772 restricted share units, which represent rights to receive additional ESCO common shares upon future vesting or settlement conditions.

What price was used for Penelope Conner’s ESCO restricted share unit vesting and cash settlement?

The vesting and related cash settlement used a price of $238.40 per share, equal to the NYSE closing price on the February 5, 2026 vesting date. This price applied to both the 1,349 vested RSUs and the fractional 0.2536 RSU disposed to the issuer.

When were Penelope Conner’s ESCO Technologies RSUs granted and when did they vest?

Penelope M. Conner’s restricted share units were granted on February 5, 2025 and vested one year later on February 5, 2026. The vesting triggered conversion of whole RSUs into ESCO common shares and a cash payment for the remaining fractional RSU.

What happened to the fractional ESCO Technologies RSU reported in the Form 4?

A remaining fractional RSU of 0.2536 unit was disposed of to ESCO Technologies for cash at $238.40 per share. Only whole RSUs converted into common stock, so the fractional amount was settled in cash rather than issued as a partial share.

What are restricted share units (RSUs) in Penelope Conner’s ESCO filing?

Restricted share units are equity awards that represent a right to receive company shares in the future, usually after vesting conditions are met. In this case, Conner’s ESCO RSUs vested after one year, converting whole units into common stock at a set vesting date.