and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. Any references to the Registrant’s website address in this Form 8-K and the press release are included only as inactive textual references, and…

Entry into a Material Definitive Agreement On May 29, 2026, the Registrant and certain of its subsidiaries entered into Credit Agreement with a group of banks led by JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, BMO Capital Markets Corp., Commerce Bank, Regions Capital Markets, a Division of Regions Bank, TD Bank, N.A. and Wells Fargo Bank, National Association as co-documentation agents (the “New Credit Agreement”). The New Credit Agreement wi…

Termination of a Material Definitive Agreement Upon the effectiveness of the New Credit Agreement defined and described in Item 1.01, the Existing Credit Agreement will be terminated. The Existing Credit Agreement had been scheduled to mature by its terms on August 30, 2028.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. Any references to the Registrant’s website address in this Form 8-K and the press release are included only as inactive textual references, and…

Entry into a Material Definitive Agreement Proposed Acquisition On April 15, 2026, ESCO Technologies Inc., a Missouri corporation (the “ Registrant ”), entered into a share purchase agreement (the “ Purchase Agreement ”) with TBG AG, a Swiss stock corporation (the “ Seller ”), pursuant to which the Seller agreed to sell, and the Registrant agreed to purchase, the entire issued share capital of Megger Group Limited, a company incorporated in England and Wales (the “ Company ,” and such transac…

Unregistered Sales of Equity Securities The information set forth above in the first three paragraphs of

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act. References to the Registrant’s web site address are included in this Form 8-K and the press release only as inactive textual references, an…

Regulation FD Disclosure On April 15, 2026, the Registrant issued a press release announcing that it has agreed to acquire the Megger Group Limited (Megger) business of TBG AG (TBG). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. References to the Registrant’s website address are included in this Form 8-K and the press release only as inactive textual references, and the…

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Company incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. Any references to the Company’s web site address included in this Form 8-K and the press release are intended only as inactive textual references…

The filing discloses the approval of annual long-term equity incentive awards (RSUs and PSUs) to executive officers, which is a routine compensation matter rather than a change in management personnel.

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. Any references to the Registrant’s website address in this Form 8-K and the press release are included only as inactive textual references, and…

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. Any references to the Registrant’s website address in this Form 8-K and the press release are included only as inactive textual references, and…

Regulation FD Disclosure On April 28, 2025, the Registrant issued a press release (furnished as Exhibit 99.1 to this report) announcing that it has completed the acquisition of the Business.

to the Registrant’s Current Report on Form 8-K filed July 8, 2024), the purchase price at closing was approximately $550 million in cash, subject to customary adjustments for cash, debt, working capital and transaction expenses (the “Purchase Price”). The Registrant funded the Purchase Price and the payment of acquisition-related expenses through a combination of cash on hand and proceeds from previously consummated debt financings described in

Completion of Acquisition or Disposition of Assets On April 25, 2025, the Registrant and certain of its wholly owned subsidiaries completed the previously announced acquisition of all the issued and outstanding equity interests of (i) Ultra PMES Limited, (ii) Measurement Systems, Inc., (iii) EMS Development Corporation, and (iv) DNE Technologies, Inc. (collectively, the “Business”) from Ultra Electronics Holdings Limited (“Seller”). Pursuant to the terms of the Purchase Agreement (as defined in

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. References to the Registrant’s web site address are included in this Form 8-K and the press release only as inactive textual references, and th…

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Company incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. Any references to the Company’s web site address included in this Form 8-K and the press release are intended only as inactive textual references…

The filing discloses the approval of annual long-term equity incentive awards (RSUs and PSUs) to executive officers, which is a routine compensation matter rather than a management change.

Director — Penelope M. Conner: The filing discloses the election of a new director to fill a vacancy created by a board size increase, which is a routine governance event.

Director — David A. Campbell: The filing discloses the election of a new director to fill a vacancy created by a board size increase, which is a routine governance event.

Director — Penelope M. Conner: The filing discloses the election of a new independent director to fill a vacancy created by a board size increase, which is a routine governance event rather than an executive departure.

Entry into a Material Definitive Agreement Pursuant to a Commitment Letter entered into on July 8, 2024 between the Company and JPMorgan Chase Bank, N.A., on August 5, 2024, the Registrant and certain of its subsidiaries entered into Amendment No. 1 (the “Amendment”) to its Amended and Restated Credit Agreement dated August 30, 2023 (the “2023 Credit Agreement”) among the Company and certain of its subsidiaries, JPMorgan Chase Bank, N.A. as administrative agent thereunder, the initial lenders…

and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act. References to the Registrant’s web site address are included in this Form 8-K and the press release only as inactive textual references, and th…