Director Phillippy (NYSE: ESE) converts RSUs and lifts share stake

Rhea-AI Filing Summary

ESCO Technologies Inc. director Robert J. Phillippy reported the vesting of restricted share units and related share issuance. On February 5, 2026, 1,349 RSUs vested and were converted into 1,349 shares of common stock at a reference price of $238.40 per share.

The filing also shows a small fractional RSU amount of 0.2536 being settled in cash to the issuer at the same price. After these transactions, Phillippy directly owns 7,868 shares of common stock and 19,833.4764 RSUs, reflecting ongoing equity-based compensation rather than an open-market sale.

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^*

PHILLIPPY ROBERT J

(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	7,868	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	19,833.73	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	19,833.4764	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 did ESCO Technologies (ESE) director Robert J. Phillippy report on this Form 4?

He reported vesting of 1,349 restricted share units that converted into 1,349 ESCO common shares at $238.40 each, plus cash settlement of a 0.2536 fractional RSU, increasing his directly held share position through equity compensation.

Did Robert J. Phillippy buy or sell ESCO Technologies (ESE) shares on the market?

The activity reflects RSU vesting and conversion, not an open-market trade. 1,349 RSUs vested into 1,349 common shares, and a small 0.2536 fractional RSU was settled in cash with the issuer at $238.40 per share.

How many ESCO Technologies (ESE) shares does Phillippy own after this transaction?

Following the reported RSU vesting and share conversion, Robert J. Phillippy directly owns 7,868 shares of ESCO common stock. He also holds 19,833.4764 restricted share units, which represent additional potential future share deliveries, subject to their terms.

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

Both the conversion of 1,349 RSUs into common shares and the cash settlement of the 0.2536 fractional RSU used a price of $238.40 per share, equal to the NYSE closing price on the RSU vesting date of February 5, 2026.

When were the ESCO Technologies (ESE) RSUs originally granted to Robert J. Phillippy?

The restricted share units referenced in this filing were granted on February 5, 2025. According to the disclosure, they vested one year after the grant date, leading to the February 5, 2026 conversion into ESCO common stock and related fractional cash settlement.