ESCO Technologies (NYSE: ESE) director granted new dividend-equivalent RSUs

Rhea-AI Filing Summary

ESCO Technologies director reports small RSU dividend grant

Director Patrick M. Dewar reported receiving 8.2922 restricted share units (RSUs) of ESCO Technologies Inc. on 01/16/2026. These RSUs were issued in lieu of cash dividends on RSUs he already held, and each RSU is the economic equivalent of one share of ESCO common stock.

After this dividend-equivalent grant, Dewar beneficially owned a total of 22,664.5956 RSUs, held directly. A portion of these RSUs relating to unvested shares will become payable in common stock and/or cash when the underlying shares vest or are distributed, while the remaining RSUs become payable in common stock when his service as a director ends or at an earlier time he has designated.

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^*

Dewar Patrick 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)
01/16/2026

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

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	(1)	01/16/2026		A		8.2922		(1)	(1)	Common Stock	8.2922	$218.58	22,664.5956	D

Explanation of Responses:

1. Restricted Share Units (RSUs) issued in lieu of cash dividends on the RSUs held by the reporting person on the payment date. Each RSU is the economic equivalent of one share of Common Stock. A portion of the RSU representing dividends on unvested shares becomes payable in Common Stock and/or cash when the underlying shares vest, or concurrently with the distribution of the underlying shares if the reporting person has so designated. Any remaining RSUs become payable in common stock upon, or at the election of the reporting person in installments beginning upon, the termination of the reporting person's service as a director or such earlier time as the reporting person may have designated.

Remarks:

Power of Attorney on file

	/s/ Jeffrey D. Fisher, Attorney-in-Fact	01/20/2026
	** 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.
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FAQ

Who reported an insider transaction in ESCO Technologies (ESE)?

Director Patrick M. Dewar reported the transaction, filing as a director of ESCO Technologies Inc. and not as an officer or 10% owner.

What type of security did Patrick M. Dewar report for ESCO Technologies (ESE)?

He reported Restricted Share Units (RSUs), which are derivative securities that are each the economic equivalent of one share of ESCO Technologies common stock.

How many RSUs did the ESCO Technologies (ESE) director acquire in this Form 4?

On 01/16/2026, Patrick M. Dewar acquired 8.2922 RSUs, coded as an acquisition (code "A") on the Form 4.

Why were these ESCO Technologies (ESE) RSUs issued to the director?

The 8.2922 RSUs were issued in lieu of cash dividends on RSUs he already held on the dividend payment date, effectively providing dividend equivalents in RSU form.

What is Patrick M. Dewar's RSU balance in ESCO Technologies (ESE) after this transaction?

Following the reported transaction, he beneficially owned 22,664.5956 RSUs of ESCO Technologies Inc., held in direct ownership.

When do the ESCO Technologies (ESE) RSUs become payable to the director?

RSUs relating to unvested shares become payable in common stock and/or cash when the underlying shares vest or are distributed, and remaining RSUs become payable in common stock upon, or in installments beginning upon, the termination of his service as a director or an earlier time he has designated.