Employee plan holds 18% of Espey (ESP) common stock

Rhea-AI Filing Summary

Espey Mfg. & Electronics Corp.’s Employee Retirement Plan and Trust reports beneficial ownership of 537,345 shares of the company’s common stock as of 12/31/2025, representing 18% of the outstanding shares. The ESOP has sole voting and dispositive power over 189,817 unallocated shares and shared voting and dispositive power over 537,345 shares allocated to participant accounts.

Participants in the ESOP can instruct the trustees on how to vote allocated shares, while unallocated shares are voted by the trustees as directed by the company’s board of directors, currently in the same proportion as allocated share instructions. Jennifer Pickering and Kaitlyn O’Neil serve as ESOP trustees and each disclaims beneficial ownership of ESOP shares, other than 670 shares allocated to Ms. Pickering’s account.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

ESPEY MFG & ELECTRONICS CORP

(Name of Issuer)

Common Stock

(Title of Class of Securities)

296650104

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 296650104

1

Names of Reporting Persons

Espey Mfg. & Electronics Corp. Employee Retirement Plan & Trust

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 189,817.00
6	Shared Voting Power 537,345.00
7	Sole Dispositive Power 189,817.00
8	Shared Dispositive Power 537,345.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

537,345.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

18 %

12

Type of Reporting Person (See Instructions)

EP

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ESPEY MFG & ELECTRONICS CORP
(b)	Address of issuer's principal executive offices: 233 Ballston Ave., Saratoga Springs, NY 12866
Item 2.
(a)	Name of person filing: Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust, Jennifer Pickering and Kaitlyn O'Neil, Trustees.
(b)	Address or principal business office or, if none, residence: 233 Ballston Ave., Saratoga Springs, NY 12866
(c)	Citizenship: New York
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 296650104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 537,345 The ESOP holds an aggregate of 537,345 shares of the Company's Common Stock (18% of the outstanding shares). The ESOP has the sole voting power with respect to shares held by it which have not been allocated to participant accounts, and shared voting power with respect to shares held by it which have been allocated to participant accounts. Pursuant to the ESOP, participants are entitled to instruct the Trustees as to the voting of shares allocated to their accounts unless the Trustees determine that the instructions would be a violation of ERISA. Subject to ERISA, the Trustees votes the unallocated shares in the manner directed by the Board of Directors of the Company, which is currently in the same proportion as the instructions received on the allocated shares. Jennifer Pickering was appointed ESOP Trustee effective July 1, 2024. Kaitlyn O'Neil was appointed ESOP Trustee effective March 15, 2025. Jennifer Pickering and Kaitlyn O'Neil disclaim beneficial ownership of the shares held by the ESOP, with the exception, in the case of Ms. Pickering, of 670 shares which are allocated to her account. Kaitlyn O'Neil does not have any shares allocated to her under the plan.
(b)	Percent of class: 18 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 189,817
	(ii) Shared power to vote or to direct the vote: 537,345
	(iii) Sole power to dispose or to direct the disposition of: 189,817
	(iv) Shared power to dispose or to direct the disposition of: 537,345
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Espey Mfg. & Electronics Corp. Employee Retirement Plan & Trust

Signature:	/s/Jennifer M. Pickering
Name/Title:	Jennifer M. Pickering/Trustee
Date:	01/23/2026

FAQ

What ownership stake in Espey (ESP) does the employee retirement plan report?

The Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust reports beneficial ownership of 537,345 shares of common stock, representing 18% of the outstanding shares as of 12/31/2025.

Who are the trustees for the Espey (ESP) Employee Retirement Plan and Trust?

Jennifer Pickering and Kaitlyn O’Neil are the trustees of the Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust and are the reporting persons on this Schedule 13G/A.

How are voting rights structured for the Espey (ESP) ESOP shares?

The ESOP has sole voting power over 189,817 unallocated shares and shared voting power over 537,345 allocated shares. Participants can instruct the trustees on voting allocated shares, while unallocated shares are voted by the trustees as directed by the board of directors.

Do the ESOP trustees personally own Espey (ESP) shares through the plan?

Jennifer Pickering and Kaitlyn O’Neil disclaim beneficial ownership of ESOP shares, except that Ms. Pickering has 670 shares allocated to her account. Ms. O’Neil has no shares allocated to her under the plan.

What type of entity is filing this Schedule 13G/A for Espey (ESP)?

The filing is made by the Espey Mfg. & Electronics Corp. Employee Retirement Plan and Trust, which is an employee benefit plan organized in New York.

Is the Espey (ESP) ESOP seeking to influence control of the company?

The certification states that the ESOP shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Espey Mfg. & Electronics Corp.