ESCO Technologies (ESE) director turns 5,623 RSUs into stock at $204.97

Rhea-AI Filing Summary

ESCO Technologies Inc. reported an insider equity transaction by one of its directors. On 12/01/2025, the director converted 5,623 restricted share units (RSUs) into an equal number of shares of ESCO common stock at a reference price of $204.97 per share. The resulting 5,623 shares are held directly.

The RSUs had a $0 exercise price and had vested in tranches between May 2023 and February 2025, with the conversion and disposition date elected in advance. As part of the transaction, a fractional RSU position of 1,937.9504 units was disposed of to the issuer for cash based on the NYSE closing price on the vesting date, and the director continues to hold a remaining RSU balance.

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^*

Hess Janice L.

(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)
12/01/2025

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	12/01/2025		M		5,623(1)	A	$204.97	5,623	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	12/01/2025		M			5,623(1)	12/01/2025(2)	12/01/2025(2)	Common Stock	5,623(1)	$204.97	3,286.7105	D
Restricted Share Units	$0	12/01/2025		D			1,937.9504(1)	12/01/2025(2)	12/01/2025(2)	Common Stock	1,937.9504(1)	$204.97	1,348.7601	D

Explanation of Responses:

1. Represents 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 vested in tranches between May 2023 and February 2025; conversion and disposition date was elected prior to vesting.

Remarks:

Power of Attorney on file

	/s/ Jeffrey D. Fisher, Attorney-in-Fact	12/02/2025
	** 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) report in this Form 4?

The filing shows that a director of ESCO Technologies converted 5,623 restricted share units (RSUs) into 5,623 shares of common stock on 12/01/2025.

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

Following the reported transaction, the director beneficially owns 5,623 shares of ESCO Technologies common stock in direct ownership.

What was the price used for the ESCO Technologies (ESE) RSU conversion?

The RSUs converted into common stock using a reference price of $204.97 per share, corresponding to the NYSE closing price on the vesting date.

What happened to the fractional RSUs in the ESCO Technologies (ESE) transaction?

A remaining fractional RSU position of 1,937.9504 units was disposed of to the issuer for cash at the same $204.97 per share reference price.

Do the ESCO Technologies (ESE) RSUs have an exercise cost?

No. The reported restricted share units had an exercise price of $0, meaning they convert into shares without any cash payment by the director.