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Espey dismisses Withum as independent auditor

Espey reported no accounting disagreements or reportable events with Withum during the fiscal years ended June 30, 2025 and 2026.

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

Espey Mfg. & Electronics Corp. dismissed WithumSmith+Brown, PC as its independent registered public accounting firm on October 13, 2026, and selected PKF O’Connor Davies for the fiscal year ending June 30, 2027, subject to completion of PKF’s standard client acceptance procedures. The company said Withum’s reports for the fiscal years ended June 30, 2025 and June 30, 2026 contained no adverse opinion or disclaimer of opinion and were not qualified or modified. For those years, Espey reported no disagreements that would have required reference in Withum’s reports and no reportable events. Espey also said neither it nor anyone acting on its behalf consulted PKF about the specified accounting, auditing, or reporting matters. Chief Financial Officer Kaitlyn O’Neil signed the report.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
independent registered public accounting firm financial
"as its independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"no “reportable events” within the meaning"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
disclaimer of opinion financial
"nor did they contain any adverse opinion or disclaimer of opinion"
A disclaimer of opinion is a formal statement from an independent auditor saying they cannot give an opinion on a company’s financial statements because they lacked the information or access needed to check the numbers. For investors it is a red flag—like a mechanic who couldn’t inspect an engine and won’t say if the car is safe—because it means the accounts can’t be relied on with confidence and invites extra caution and further investigation.

FAQ

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

Who will audit ESP for fiscal 2027?

Espey selected PKF O’Connor Davies as its independent registered public accounting firm for the fiscal year ending June 30, 2027, subject to completion of PKF’s standard client acceptance procedures.

Did ESP report disagreements with Withum?

Espey reported no disagreements with Withum during the fiscal years ended June 30, 2025 and June 30, 2026 that would have required reference in Withum’s reports, and no reportable events during those years.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report

October 13, 2026

 

 

ESPEY MFG. & ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

 

New York   001-04383   14-1387171
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

233 Ballston Avenue, Saratoga Springs, New York 12866

(Address of principal executive offices)

 

(518) 584-4100

(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock $.33-1/3 par value ESP NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

ITEM 4.01 Changes in Registrant’s Certifying Accountant

 

On October 13, 2026, upon the recommendation and approval of the Audit Committee of the Board of Directors of Espey Mfg. & Electronics Corp. (the “Company”), the Company dismissed WithumSmith+Brown, PC (“Withum”) as its independent registered public accounting firm. Concurrently, following the completion of an evaluation process, the Audit Committee selected PKF O’Connor Davies (“PKF”) as the Company’s new independent registered public accounting firm for the fiscal year ending June 30, 2027, subject to the completion of PKF’s standard client acceptance procedures.

 

Withum’s reports on the Company’s financial statements as of and for the fiscal years ended June 30, 2025 and June 30, 2026 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal years ended June 30, 2025 and June 30, 2026 there were: (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Withum on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to Withum’s satisfaction, would have caused Withum to make reference thereto in its reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided Withum with a copy of the disclosures it is making in this Current Report on Form 8-K and has requested that Withum furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with these statements. A copy of Withum’s letter, dated October 15, 2026, is attached hereto as Exhibit 16.1.

 

During the fiscal years ended June 30, 2025 and June 30, 2026, neither the Company nor anyone on its behalf has consulted with PKF regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that PKF concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

 

(d) Exhibits

 

Exhibit No.  Document
16.1  Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, October 15, 2026
104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 16, 2026 ESPEY MFG. & ELECTRONICS CORP.  
   
  By: /s/ Kaitlyn O’Neil
    Kaitlyn O’Neil
    Chief Financial Officer

 

 

2

 

Filing Exhibits & Attachments

4 documents

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