ESCO Technologies Inc. filings document the regulatory record of a NYSE-listed engineered-products company with common stock traded under ESE. Its Form 8-K reports furnish quarterly and annual operating results, Regulation FD disclosures, material-event updates, exhibits, and capital-structure information tied to corporate actions and financing matters.
Proxy materials and shareholder-vote disclosures cover board elections, governance matters, compensation arrangements, equity incentive awards, and annual meeting proposals. The filings also provide formal disclosure around the company’s portfolio structure, including Aerospace & Defense, Utility Solutions Group, and RF Test & Measurement operations, as well as completed acquisition and divestiture activity reflected in its public-company reporting.
ESCO Technologies Inc. issued TBG AG 5,100,000 shares of common stock on October 1, 2026, as partial consideration for TBG's sale of Megger Group Limited to ESCO UK Global Holdings Ltd., an ESCO subsidiary. The agreement's aggregate consideration was $922,000,000 in cash and the shares, with a post-closing cash adjustment based on Megger's net debt and working capital. TBG beneficially owned 5,100,000 shares, approximately 16.45%, calculated using 25,907,567 shares outstanding as of July 31, 2026, plus the shares issued to TBG.
ESCO's board appointed Jeremy Abson, TBG's chief executive officer, as a Class III director effective October 1, 2026, with a term ending in 2029. The shareholder agreement restricts transfers during the 12-month period after completion; 50% of consideration shares are released from restrictions after six months, subject to exceptions and limitations. Board designation continues while TBG, permitted transferees and certain affiliates collectively beneficially own at least 50% of the consideration shares. Authorized signatories were Alain Scherrer and Ben Kelly.
ESCO Technologies Inc. (ESE) completed its purchase of all issued share capital of Megger Group Limited on October 1, 2026, for approximately $2.3 billion: $922 million in cash and 5.10 million common shares. The price is subject to a cash adjustment based on Megger's net debt and working capital.
At closing, ESCO borrowed approximately $1.0 billion under a new credit agreement to fund the cash purchase, refinance ESCO and Megger indebtedness, and pay transaction costs. It provides an initial $500 million revolving commitment and $500 million each in Term Loan A and Term Loan B. The revolver and Term Loan A mature October 1, 2031; Term Loan B matures October 1, 2033.
Under the seller agreement, transfer restrictions on consideration shares last 12 months, with 50% released after six months, subject to exceptions. Seller may designate one director while Seller Holders beneficially own at least 50% of the consideration shares. Seller Holders are also restricted from exceeding 24.5% of outstanding common shares without board consent until six months after the Seller Designee no longer serves and Seller irrevocably waives the designation right. ESCO expanded its board from eight to nine and appointed Jeremy P. Abson as an independent director through the 2029 annual meeting.
Invesco Ltd. filed a Schedule 13G reporting beneficial ownership of ESCO Technologies Inc common stock. Invesco, a Bermuda corporation, reports that it may be deemed to beneficially own 1,505,723 shares of ESCO, representing 5.8% of the outstanding common stock, held of record by its investment advisory clients. Invesco has sole voting power over 1,471,131 shares and sole dispositive power over 1,505,723 shares, with no shared voting or dispositive power. No individual client has greater than 5% economic ownership in these securities; as record holders, the relevant clients have the right to receive dividends and sale proceeds.
ESCO Technologies Inc. reported strong growth for the quarter and nine months ended June 30, 2026. Third‑quarter net sales were $339.0 million, up 14.4% from 2025, with earnings from continuing operations of $32.7 million and diluted EPS of $1.26, versus $24.8 million and $0.96 a year earlier.
For the first nine months of 2026, net sales rose to $938.0 million, up 26.3%, and earnings from continuing operations reached $95.0 million (diluted EPS $3.66) compared with $71.4 million (EPS $2.76) in 2025. Growth was led by the Aerospace & Defense segment, helped by the Maritime business, with additional gains in Utility Solutions Group and Test.
Backlog increased to $1,540.5 million, with about 59% expected to convert to revenue within 12 months. Operating cash flow from continuing operations was $193.4 million, funding $24.6 million of capital expenditures and $7.9 million of capitalized software. Total debt was $85.0 million against $73.2 million in cash and $442 million of unused revolving capacity. ESCO also agreed to acquire Megger Group Limited for $2.35 billion, to be funded with $0.9 billion in cash and ESCO equity valued at about $1.4 billion, expected to close in the first quarter of fiscal 2027.
ESCO Technologies reported strong Q3 2026 results for the quarter ended June 30, 2026. Sales increased 14% to $339 million, GAAP EPS from continuing operations rose 31% to $1.26, and Adjusted EPS grew 38% to $2.20, with 90 basis points of Adjusted EBIT margin expansion. Management cited double-digit organic sales growth across its aerospace, Navy, Test, and Doble businesses and a record backlog that has increased by over $400 million year to date.
For the first nine months of fiscal 2026, GAAP EPS from continuing operations was $3.66 and Adjusted EPS was $5.75. The company has again raised its full-year fiscal 2026 sales and Adjusted EPS guidance, continues to pursue regulatory approvals for its pending acquisition of Megger Group Limited, expected to close in Q1 fiscal 2027, and declared a quarterly dividend of $0.08 per share payable October 15, 2026 to stockholders of record on October 1, 2026.
Valdez Gloria L reported acquisition or exercise transactions in this Form 4 filing.
ESCO Technologies Inc. director Gloria L. Valdez received a grant of 2.0441 Restricted Share Units (RSUs) on July 17, 2026, issued in lieu of cash dividends on RSUs she already holds. Each RSU equals one share of common stock, bringing her direct RSU holdings to 8,140.824. These dividend-equivalent RSUs become payable in common stock and/or cash when the related RSUs vest or, depending on her elections, upon or after the end of her board service.
ESCO Technologies Inc. director Vinod M. Khilnani reported an acquisition of 0.1940 Restricted Share Units (RSUs) on 2026-07-17. These RSUs were issued in lieu of cash dividends on RSUs he already holds, each RSU being the economic equivalent of one share of common stock.
After this dividend-equivalent grant, Khilnani directly holds 772.3901 RSUs. A portion of these dividend RSUs becomes payable in common stock and/or cash when the underlying RSUs vest or are distributed, with any remaining RSUs payable in common stock upon or after the end of his board service, according to his prior elections.
ESCO Technologies Inc. reported that director Janice L. Hess acquired 0.2478 Restricted Share Units (RSUs) on July 17, 2026, issued in lieu of cash dividends on RSUs she already holds. Each RSU equals one share of common stock, bringing her directly held RSU balance to 987.0079.
Dewar Patrick M reported acquisition or exercise transactions in this Form 4 filing.
ESCO Technologies Inc. director Patrick M. Dewar received a grant of 5.9606 Restricted Share Units (RSUs) on July 17, 2026 as a dividend-equivalent issued in lieu of cash dividends on RSUs he already held, valued at $318.5200 per unit. Each RSU is the economic equivalent of one share of common stock; a portion representing dividends on unvested shares becomes payable in stock and/or cash when the underlying shares vest, and any remaining RSUs are payable in common stock upon, or in installments beginning upon, the termination of his board service or an earlier designated time. Following this grant, Dewar directly holds 23738.1711 RSUs linked to ESCO common stock.
ESCO Technologies Inc reported that director Penelope M. Conner acquired 0.1940 Restricted Share Units (RSUs) on July 17, 2026, as RSUs issued in lieu of cash dividends on RSUs she already holds. Each RSU is the economic equivalent of one share of common stock. After this grant, she holds 772.3901 RSUs, which will generally become payable in common stock and/or cash when the underlying RSUs vest or upon, or in installments beginning upon, the end of her board service, depending on her prior elections.