ESCO Technologies director converts RSUs into shares

ESCO Technologies director Gloria L. Valdez reported compensation-related equity transactions involving restricted share units (RSUs).

Rhea-AI Filing Summary

ESCO Technologies director Gloria L. Valdez reported compensation-related equity transactions involving restricted share units (RSUs). On May 1, 2026, she converted 197 RSUs into the same number of common shares at a reference price of $326.96 per share, bringing her direct common stock holdings to 3,677 shares. She also disposed of 106.4604 RSUs back to the issuer for cash at the NYSE closing price that day. The RSUs were originally granted in 2020 in lieu of stock or cash awards and related dividends, and are scheduled to be distributed in a series of semiannual and annual installments beginning on May 1, 2025.

Insider Trade Summary

197 shares exercised/converted

Exercise 3 txns

Insider Valdez Gloria L

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	197	$326.96	$64K
Disposition	Restricted Share Units	106.4604	$326.96	$35K
Exercise	Common Stock	197	$326.96	$64K

Holdings After Transaction: Restricted Share Units — 8,138.7799 contracts (Direct); Common Stock — 3,677 shares (Direct)

Footnotes (4)

1. F1. Represents conversion of specified number of RSUs into underlying whole shares of common stock.
2. F2. RSUs were issued in lieu of stock award in 2020 and in lieu of subsequent cash dividends thereon, and are distributable in common stock pursuant to the prior election of the reporting person in 10 semiannual installments beginning May 1, 2025.
3. F3. Represents disposition to issuer of specified number of RSUs for cash at a price per share equal to the NYSE closing price on the disposition date.
4. F4. RSUs were issued in lieu of cash award in 2020 and in lieu of subsequent cash dividends theron, and are distributable as cash pursuant to the prior election of the reporting person in 5 annual installments beginning May 1, 2025.

Key Figures

RSUs converted to common stock: 197 RSUs / 197 shares Reference price per share: $326.96 per share Common shares held after transactions: 3,677 shares +2 more

5 metrics

RSUs converted to common stock 197 RSUs / 197 shares Conversion on May 1, 2026 at $326.96 per share

Reference price per share $326.96 per share NYSE closing price on disposition date

Common shares held after transactions 3,677 shares Direct ownership following May 1, 2026 Form 4 activity

RSUs disposed to issuer for cash 106.4604 RSUs Returned to issuer at $326.96 NYSE closing price

RSU balance after derivative transactions 8,245.2403 RSUs Direct RSU holdings following May 1, 2026 entries

Key Terms

Restricted Share Units, disposition to issuer, NYSE closing price, semiannual installments, +1 more

5 terms

Restricted Share Units financial

"The filing reports transactions involving Restricted Share Units (RSUs)."

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.

disposition to issuer financial

"Represents disposition to issuer of specified number of RSUs for cash."

NYSE closing price financial

"for cash at a price per share equal to the NYSE closing price on the disposition date"

semiannual installments financial

"distributable in common stock pursuant to the prior election... in 10 semiannual installments"

annual installments financial

"distributable as cash pursuant to the prior election... in 5 annual installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ESCO Technologies (ESE) director Gloria L. Valdez report on this Form 4?

Gloria L. Valdez reported equity compensation activity involving restricted share units. She converted RSUs into common stock and returned a smaller block of RSUs to ESCO Technologies for cash, reflecting routine adjustments in her mix of stock and RSU-based compensation.

How many ESCO Technologies shares does Gloria L. Valdez hold after these transactions?

After the reported transactions, Gloria L. Valdez directly holds 3,677 shares of ESCO Technologies common stock. This figure reflects the addition of 197 shares from RSU conversion and provides context for the overall scale of the director’s direct equity position.

What RSU-to-stock conversion did the ESCO Technologies director complete?

Valdez converted 197 restricted share units into 197 shares of common stock at a reference price of $326.96 per share. This non-market exercise reflects previously awarded equity compensation moving from RSU form into directly held ESCO Technologies shares.

Did the ESCO Technologies director sell shares in the open market?

The filing does not report any open-market share sales. Instead, it shows an RSU conversion into common stock and a disposition of 106.4604 RSUs to the issuer for cash at the NYSE closing price, which is a compensation-related adjustment rather than a market trade.

How are Gloria L. Valdez’s ESCO Technologies RSUs scheduled to be paid out?

According to the footnotes, certain RSUs issued in 2020 are distributable in common stock in 10 semiannual installments beginning May 1, 2025, while other RSUs are distributable in cash in 5 annual installments beginning on the same date, reflecting pre-elected payout schedules.

What price was used for the ESCO Technologies RSU disposition to the issuer?

The RSUs disposed to ESCO Technologies were cashed out at a price per unit equal to the NYSE closing price on the disposition date, which the Form 4 lists as $326.96 per RSU. This ties the cash value directly to the company’s market closing price that day.

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Accepted by SEC EDGAR 05/04/2026 - 12:24 PM EDT Learn about SEC filing dates

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^*

Valdez Gloria L

(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)
05/01/2026

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
Common Stock	05/01/2026		M		197(1)	A	$326.96	3,677	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	05/01/2026		M			197(1)	05/01/2026(2)	05/01/2026(2)	Common Stock	197(1)	$326.96	8,245.2403	D
Restricted Share Units	$0	05/01/2026		D			106.4604(3)	05/01/2026(4)	05/01/2026(4)	Common Stock	106.4604(1)	$326.96	8,138.7799	D

Explanation of Responses:

1. Represents conversion of specified number of RSUs into underlying whole shares of common stock.

2. RSUs were issued in lieu of stock award in 2020 and in lieu of subsequent cash dividends thereon, and are distributable in common stock pursuant to the prior election of the reporting person in 10 semiannual installments beginning May 1, 2025.

3. Represents disposition to issuer of specified number of RSUs for cash at a price per share equal to the NYSE closing price on the disposition date.

4. RSUs were issued in lieu of cash award in 2020 and in lieu of subsequent cash dividends theron, and are distributable as cash pursuant to the prior election of the reporting person in 5 annual installments beginning May 1, 2025.

Remarks:

Power of Attorney on file

	/s/ Jeffrey D. Fisher, Attorney-in-Fact	05/04/2026
	** 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)