ESCO Technologies (ESE) director Khilnani gains 1,349 shares as RSUs vest

Rhea-AI Filing Summary

ESCO Technologies director Vinod M. Khilnani reported vesting of restricted share units and the 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, based on the NYSE closing price that day. A remaining fractional RSU of 0.2536 was settled in cash, and Khilnani now directly holds 21,817 shares of ESCO Technologies common stock and 772 RSUs after these transactions. The RSUs that vested were originally granted on February 5, 2025, with a one-year vesting period.

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^*

KHILNANI VINOD 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	21,817	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) report for Vinod M. Khilnani?

ESCO Technologies director Vinod M. Khilnani reported the vesting of 1,349 restricted share units on February 5, 2026. These RSUs were converted into 1,349 shares of common stock, with a small remaining fractional unit settled in cash at the NYSE closing price.

How many ESCO Technologies (ESE) shares did Vinod M. Khilnani receive from RSU vesting?

Vinod M. Khilnani received 1,349 shares of ESCO Technologies common stock from RSU vesting. The vested RSUs converted on February 5, 2026, at a reference price of $238.40 per share, matching the NYSE closing price used for the settlement.

What is Vinod M. Khilnani’s ESCO Technologies (ESE) share ownership after this Form 4?

After the reported transactions, Vinod M. Khilnani directly holds 21,817 shares of ESCO Technologies common stock. He also continues to hold 772 restricted share units, which represent deferred stock-based compensation that may convert into additional shares in the future.

What happened to the fractional restricted share unit in the ESCO Technologies (ESE) filing?

A remaining fractional restricted share unit of 0.2536 was disposed of for cash to ESCO Technologies. The cash value was based on the NYSE closing price of $238.40 per share on the February 5, 2026 vesting date, as disclosed in the footnotes.

When were the ESCO Technologies (ESE) RSUs granted that vested in February 2026?

The restricted share units that vested on February 5, 2026 were granted on February 5, 2025. They were structured to vest one year after the grant date, reflecting a typical one-year vesting schedule for director equity compensation at the company.

Is the ESCO Technologies (ESE) Form 4 transaction a stock sale by Vinod M. Khilnani?

The Form 4 primarily reflects conversion of RSUs into common stock, not an open-market sale. Only a small 0.2536 fractional RSU was settled in cash to the issuer at the NYSE closing price used for the vesting conversion.