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BCS

Current Report · Items 2.02, 5.07, 7.01, 9.01 · 8-K

ESCO Technologies, Inc.

ESENYSEEQUITYCurrent

Results of Operations and Financial Condition · Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

Item 2.02 Results of Operations and Financial Condition Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.

Filed Feb 5, 2026Accepted Feb 5, 2026, 4:15 PM ESTCIK 866706Accession 0001104659-26-010899
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Company context

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.

Current securities

Recent company filings

  1. Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 2, 2026
  2. SCHEDULE 13G - filed by Invesco Ltd. regarding ESCO TECHNOLOGIES INCAug 13, 2026
  3. 10-Q filingAug 10, 2026
  4. Results of Operations and Financial Condition · Regulation FD DisclosureAug 6, 2026
  5. Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementJun 3, 2026

Registered securities in this filing

ESCO TECHNOLOGIES INC. · 8-K · Filed 2026-02-05

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.01 per share

Symbol
ESE
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-01-30

Dimensions: Not supplied

Accession 000110465926010899 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 2.02, 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders The 2026 Annual Meeting of the Registrant’s stockholders was held on January 30, 2026. Each of the 25,874,368 shares of common stock entitled to vote at the meeting was entitled to one vote on each matter voted on at the meeting. The affirmative vote of a majority of the shares represented in person or by proxy at the meeting was required to elect each director and to approve each of the other proposals considered at the meeting. The vote totals below are rounded down to the nearest whole share, and Broker Non-Votes are not considered to be entitled to vote on the matter in question and are therefore not counted in determining the number of votes required for approval. At the meeting, there were 24,259,347 shares represented and entitled to vote on one or more matters at the meeting, or approximately 93.8% of the outstanding shares. The voting on each of the proposals was as follows: Proposal 1 - Election of Directors (for terms expiring at the 2029 Annual Meeting): Nominee “For” “Withhold” Broker Percent of Shares Percent of all Non-Votes Represented and Outstanding Entitled to Vote Shares on the Nominee Voting “For” Voting “For” Patrick M. Dewar 22,753,584 840,225 665,538 96.4% 87.9% Vinod M. Khilnani 22,799,411 794,398 665,538 96.6% 88.1% Robert J. Phillippy 20,609,699 2,984,110 665,538 87.4% 79.7% Because each nominee received a majority of the shares represented at the meeting and entitled to vote on the nominee, all of the nominees were duly elected. Proposal 2 - Advisory vote on the resolution to approve the compensation of the Registrant’s executive officers (“Say on Pay”): “For” “Against” “Abstain” Broker Percent of Shares Percent of all Non-Votes Represented and Outstanding Entitled to Vote Shares on the Proposal Voting “For” Voting “For” 23,188,942 383,828 21,038 665,538 98.3% 89.6% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved. Proposal 3 - Amendment to the Company’s Employee Stock Purchase plan as described in the Proxy Statement for the Meeting and attached hereto as Exhibit 10.1: “For” “Against” “Abstain” Broker Percent of Shares Percent of all Non-Votes Represented and Outstanding Entitled to Vote Shares on the Proposal Voting “For” Voting “For” 23,349,287 238,306 6,215 665,538 99.0% 90.2% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved. Proposal 4 - Ratification of the Registrant’s appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the 2026 fiscal year: “For” “Against” “Abstain” Broker Percent of Shares Percent of all Non-Votes Represented and Outstanding Entitled to Vote Shares on the Proposal Voting “For” Voting “For” 24,209,102 33,967 16,278 0 99.8% 93.6% Because the proposal received a majority of the shares represented at the meeting and entitled to vote on the matter, it was duly approved.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure Today, February 5, 2026, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 first quarter financial and operating results, and the Registrant will conduct a related webcast conference call today at 4:00 p.m. Central Time. The press release will be posted on the Registrant’s investor website (https://investor.escotechnologies.com), although the Registrant reserves the right to discontinue that availability at any time. The conference call webcast may also be accessed through the Registrant’s investor website, and a slide presentation will be utilized during the call and will be posted on the website prior to the call. For those unable to participate, a webcast replay will be available after the call on the website, although the Registrant reserves the right to discontinue that availability at any time.
Filed exhibits (1)
EX-99.1 (by filename) tm264950d1_ex99-1.htm

Exhibit 99.1 NEWS FROM For more information contact: Kate Lowrey - VP of Investor Relations (314) 213-7277 / klowrey@escotechnologies.com ESCO REPORTS FIRST QUARTER FISCAL 2026 RESULTS - Q1 Sales increase 35% to $290 Million - Q1 Entered Orders increase 143% to $557 Million - Q1 GAAP EPS from Continuing Operations increases 41% to $1.11 - - Q1 Adjusted EPS from Continuing Operations increases 73% to $1.64 - ST. LOUIS, February 5, 2026 - ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the first quarter ended December 31, 2025 (Q1 2026). Operating Highlights Q1 2026 Sales increased $75 million (35.0 percent) to $290 million compared to $215 million in Q1 2025. Q1 2026 organic sales increased $24 million (11.4 percent) and Maritime contributed $51 million (23.6 percent) of revenue growth in the quarter. Q1 2026 GAAP EPS from Continuing Operations increased 40.5 percent to $1.11 per share compared to $0.79 per share in Q1 2025. Q1 2026 Adjusted EPS from Continuing Operations increased 72.6 percent to $1.64 per share compared to $0.95 per share in Q1 2025. Q1 2026 Entered Orders increased $328 mill…

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