Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 2.02 Results of Operations and Financial Condition Today, November 20, 2025, ESCO Technologies Inc. (the Registrant, or the “Company”) is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its financial and operating results for the fourth quarter and fiscal year ended September 30, 2025. See Item 7.01, Regulation FD Disclosure, below.
Filed Nov 20, 2025Accepted Nov 20, 2025, 4:16 PM ESTCIK 866706Accession 0001104659-25-114614
ESCO Technologies is a global provider of highly engineered products and solutions serving diverse end-markets. It manufactures filtration and fluid control products, advanced composites, as well as signature and power management solutions for aviation, Navy, and industrial customers. ESCO is an industry leader in designing and manufacturing RF test and measurement products and systems; and provides diagnostic instruments, software and services to industrial power users and the electric utility and renewable energy industries. Headquartered in St. Louis, Missouri, ESCO and its subsidiaries have offices and manufacturing facilities worldwide. For more information on ESCO and its subsidiaries, visit ESCO’s website at www.escotechnologies.com.
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Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations
and Financial Condition
Today, November 20, 2025, ESCO Technologies Inc. (the Registrant, or
the “Company”) is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its financial and operating
results for the fourth quarter and fiscal year ended September 30, 2025. See Item 7.01, Regulation FD Disclosure, below.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Executive Officers - Long-Term Equity
Incentive Awards
On November 17, 2025, the Human Resources and Compensation Committee
of the Company’s Board of Directors approved the fiscal 2026 awards of time-based Restricted Share Units (RSUs) and Performance
Share Units (PSUs) to the Company’s three executive officers and the other participants in the Company’s LTI program, effective
November 17, 2025.
Other than the share amounts, the terms of the fiscal 2026 RSUs (and
future RSUs except to the extent hereafter amended by the HRCC) are substantially similar to those awarded for fiscal 2025, vesting over
a period of approximately three years, in three equal portions approximately 12, 24 and 36 months after the grant date; for the fiscal
2026 awards, vesting will occur on the last NYSE trading days in November 2026, 2027 and 2028.
The terms of the fiscal 2026 PSUs (and future PSUs except to the extent
hereafter amended by the HRCC) are substantially similar to those awarded for fiscal 2025 other than the specific share amounts and performance
goals. The fiscal 2026 PSUs will vest after a three-year performance period beginning October 1, 2025 and ending on September 30, 2028,
on the last trading day of the month in which the HRCC approves and certifies the extent to which the applicable performance goals have
been achieved. Upon vesting, the awards will be converted into a currently undeterminable number of shares of Company common stock, which
may be less than or greater than the number of PSUs awarded, within certain specified threshold and maximum limits, depending on the degree
to which the Company has achieved one or more specified performance goals. If the performance is less than the threshold goal for a particular
performance measure, there will be no payout of that portion of the PSUs dependent on that measure.
The performance goals for the fiscal 2026 PSUs are specified Committee-approved
targets for EBITDA (60%) and Return on Invested Capital (40%), with the resulting number of shares potentially subject to increase or
decrease based on the Company’s Total Shareholder Return (TSR) over the performance period compared to the TSR of the companies
in a peer group based on the S&P Small-Cap 600 Industrials Index (rTSR). If the Company’s rTSR is below the 25th percentile or above the 75th percentile, the resulting number of shares will be decreased by 20% or increased by 20%, respectively;
if the Company’s rTSR is from the 25th percentile to the 75th percentile, no adjustment will be made.
The target number of shares in each RSU and PSU award equals the Committee-approved
target values divided by the 15-day average trading price of the Company’s stock. The actual payout of the RSUs and PSUs will be
in shares, whose value at the time of payout may be greater or less than the target values.
For the executive officers, the numbers of RSUs granted and the PSU
threshold, target and maximum numbers of shares payable according to the performance criteria, were as follows:
PSU Payout Potential (Shares)
Name and Title RSU Number PSU At Threshold At Target At
Target Values of RSUs Target Values Performance Performance Maximum
as of Granted as of (50% of Performance
Grant Date Grant Date Target) (200% of
Target)
Bryan H. Sayler $1,050,000 4,786 $2,450,000 5,583 11,166 22,332
Chief Executive Officer & President
Christopher L. Tucker $288,240 1,314 $672,560 1,533 3,065 6,130
Senior Vice President
& Chief Financial Officer
David M. Schatz $166,980 761 $389,620 888 1,776 3,552
Senior Vice President,
General Counsel & Secretary
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01
Regulation FD Disclosure
Today, November 20, 2025, the Company is issuing a press release (attached
as Exhibit 99.1) announcing its financial and operating results for the fourth quarter and fiscal year ended September 30, 2025. The
Company will conduct a related Webcast conference call today at 4:00 p.m. Central Time. The press release will be posted on the Company’s
web site located at http://www.escotechnologies.com. It can be viewed through the “Investor News” page of the web
site under the “Investor Center” tab, although the Company reserves the right to discontinue that availability at any time.
Filed exhibits (1)
EX-99.1 (by filename) tm2531749d1_ex99-1.htm
EX-99.1
2
tm2531749d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
NEWS FROM
For more information contact:
Kate Lowrey - VP of
Investor Relations
(314) 213-7277 / klowrey@escotechnologies.com
ESCO REPORTS
FOURTH QUARTER AND FISCAL 2025 RESULTS
- Q4 Sales increase 29% to $353 Million
- Q4 Entered Orders increase 30% to $321
Million
- Q4 GAAP EPS from Continuing Operations
increases 14% to $1.73 -
- Q4 Adjusted EPS from Continuing Operations
increases 30% to $2.32 -
- FY 2025 Sales increase 19% to $1.1 Billion
-
- FY 2025 Entered Orders increase 57% to
$1.6 Billion -
- FY 2025 GAAP EPS from Continuing Operations
increases 13% to $4.49 -
- FY 2025 Adjusted EPS from Continuing Operations
increases 26% to $6.03 -
ST. LOUIS, November 20, 2025 -
ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the fourth quarter and fiscal
year ended September 30, 2025 (Q4 2025 and FY 2025, respectively). During Q4 2025, the Company completed the sale of VACCO Industries.
The VACCO operating results are presented as Discontinued Operations in the attached tables and are excluded from the following discussion
of the Company’s results from Conti…