Form 8-K

8-K — ESCO TECHNOLOGIES INC

Accession: 0001104659-26-057162

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000866706

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613615d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613615d1_ex99-1.htm)

GRAPHIC (tm2613615d1_ex99-1img01.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613615d1_8k.htm · Sequence: 1

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0000866706

2026-05-07

iso4217:USD

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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 (Date of earliest event reported):

May 7, 2026

ESCO TECHNOLOGIES INC.

(Exact Name

of Registrant as Specified in Charter)

Missouri

1-10596

43-1554045

(State or Other

(Commission

(I.R.S. Employer

Jurisdiction of Incorporation)

File Number)

Identification No.)

645

Maryville Centre Drive, Suite 300, St.

Louis, Missouri

63141-5855

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number,

including area code: 314-213-7200

Securities registered pursuant to section 12(b) of

the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common Stock, par value $0.01 per share

ESE

New York Stock Exchange

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 240.113d-4 (c))

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 2.02 Results of Operations and Financial Condition

Today, May 7, 2026, the Registrant is issuing a press release (furnished

as Exhibit 99.1 to this report) announcing its fiscal 2026 second quarter financial and operating results. See Item 7.01, Regulation

FD Disclosure, below.

Item 7.01 Regulation FD Disclosure

Today, May 7, 2026, the Registrant is issuing a press release (furnished

as Exhibit 99.1 to this report) announcing its fiscal 2026 second quarter financial and operating results. 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 Registrant will conduct a related webcast conference call today

at 4:00 p.m. Central Time. The conference call webcast will be available on the Registrant’s investor website (https://investor.escotechnologies.com).

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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

of Exhibit

99.1

Press

Release dated May 7, 2026

104

Cover Page Inline Interactive

Data File

Other Matters

The information in this report furnished pursuant to Item 2.02 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 the Registrant does not intend them to be active links to

its website. Information contained on the Registrant’s website does not constitute part of this Form 8-K or the press release.

SIGNATURE

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: May 7, 2026

ESCO TECHNOLOGIES INC.

By:

/s/ Christopher L. Tucker

Christopher L. Tucker

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613615d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

NEWS FROM

For more information contact:

Kate Lowrey - VP of Investor Relations

(314)

213-7277 / klowrey@escotechnologies.com

ESCO REPORTS

SECOND QUARTER FISCAL 2026 RESULTS

- Q2 Sales increase 33% to $309 Million -

- Q2 Entered Orders increase 42% to $378

Million -

- Q2 GAAP EPS from Continuing Operations

increases 26% to $1.29 -

- Q2 Adjusted EPS from Continuing Operations

increases 63% to $1.91 -

ST. LOUIS, May 7, 2026 – ESCO Technologies Inc. (NYSE: ESE) (ESCO,

or the Company) today reported its operating results for the second quarter ended March 31, 2026 (Q2 2026).

Operating

Highlights

· Q2 2026 Sales increased $78 million (33.5 percent) to $309 million compared to $232 million in Q2 2025. Q2 2026 organic sales increased

$30 million (12.8 percent) and Maritime contributed $48 million (20.7 percent) of revenue growth in the quarter.

· Q2 2026 GAAP EPS from Continuing Operations increased 26.5 percent to $1.29 per share compared to $1.02 per share in Q2 2025. Q2 2026

Adjusted EPS from Continuing Operations increased 63.2 percent to $1.91 per share compared to $1.17 per share in Q2 2025.

· Q2 2026 Entered Orders increased $113 million (42.4 percent) to $378 million (book-to-bill of 1.22), resulting in record backlog of

$1.5 billion.

· Net cash provided by operating activities was $135 million YTD, an increase of $88 million compared to the prior year period.

Bryan

Sayler, Chief Executive Officer and President, commented, “Q2 was another excellent quarter, highlighted by $378 million in orders,

33% revenue growth, and 320 basis points of Adjusted EBITDA margin expansion. We saw broad-based revenue strength across our Navy, aerospace,

Test, and utilities markets. It has been particularly encouraging to see a strong rebound in our Test business, with increasing

orders driving solid revenue growth across many of their served markets.

“We believe this quarter’s results further

demonstrate the strength of our strategic positioning and our ability to execute consistently and deliver sustainable value. ESCO has

taken concrete steps to strengthen our business portfolio and we remain positive about the long-term outlook for our target markets. Across

these markets, durable demand drivers continue to be in place, and we are excited for the future.”

Segment Performance

Aerospace & Defense (A&D)

· Q2 2026 sales increased $60.7 million (67.7 percent) to $150.3 million from $89.6 million in Q2 2025. Organic sales increased $12.9

million (14.3 percent) and Maritime added $47.8 million (53.4 percent) of revenue growth in the quarter. Quarterly sales growth was led

by strong performance in Navy, commercial aerospace, and military aerospace.

· Q2 2026 EBIT increased $18.8 million to $43.0 million from $24.2 million in Q2 2025. Adjusted EBIT increased $18.9 million in Q2 2026

to $43.1 million (28.6 percent margin) from $24.2 million (27.0 percent margin) in Q2 2025. The 78 percent increase in Adjusted EBIT was

driven by the addition of Maritime as well as leverage on higher volume, and price increases, partially offset by inflationary pressures

and unfavorable mix.

· Q2 2026 entered orders increased $87.3 million (90.4 percent) to $183.8 million (book-to-bill of 1.22), resulting in record backlog

of $1.1 billion. Orders strength in the quarter was primarily driven by $53 million in orders at Maritime, $24 million in Virginia Class

orders at Globe, and higher commercial aerospace OEM orders.

Utility Solutions Group (USG)

· Q2 2026 sales increased $2.7 million (3.0 percent) to $93.5 million from $90.8 million in Q2 2025. Doble sales increased by $8.4 million

(11.3 percent) while NRG sales decreased by $5.7 million (35.8 percent). Sales growth in the quarter was driven by higher protection testing,

offline test equipment, and services revenue at Doble, partially offset by lower wind and solar revenue at NRG.

· Q2 2026 EBIT increased $1.7 million to $22.5 million from $20.8 million in Q2 2025. Adjusted EBIT increased $2.2 million in Q2 2026

to $23.1 million (24.7 percent margin) from $20.9 million (23.0 percent margin) in Q2 2025. The 11 percent increase in Adjusted EBIT was

driven by leverage on higher volume at Doble, price increases, and mix, partially offset by deleverage on lower volume at NRG and inflationary

pressures.

· Q2 2026 entered orders increased $9.1 million (9.9 percent) to $101.3 million (book-to-bill of 1.08), resulting in backlog of $162.5

million. Doble orders increased $15.5 million (20.3 percent) to $92.1 million due to strength in services, offline test equipment, and

condition monitoring orders. NRG orders decreased $6.4 million (41.3 percent) to $9.2 million, primarily due to lower wind and solar orders.

RF Test & Measurement (Test)

· Q2 2026 sales increased $14.1 million (27.5 percent) to $65.5 million from $51.4 million in Q2 2025. Sales growth in the quarter was

primarily driven by higher U.S Test & Measurement (EMC) and filter sales for government funded data centers.

· Q2 2026 EBIT increased $2.4 million to $8.8 million from $6.4 million in Q2 2025. Q2 2026 Adjusted EBIT increased $3.7 million to

$10.1 million (15.4 percent margin) from $6.4 million (12.4 percent margin) in Q2 2025. The 59 percent increase in Adjusted EBIT was driven

by leverage on higher volume and price increases, partially offset by inflationary pressures.

· Q2 2026 entered orders increased $16.1 million (21.0 percent) to $93.1 million (book-to-bill of 1.42), resulting in ending backlog

of $232.5 million. Orders strength in the quarter was driven by higher Test and Measurement (EMC) orders in the U.S. and EMEA, filter

orders for government funded data centers, and multiple industrial shielding projects.

Megger Acquisition

As announced on April 15, 2026, ESCO has agreed to

acquire Megger Group Limited. Megger will become part of ESCO’s Utility Solutions Group, creating a business of substantial scale

and expanding our capabilities as a valued partner to utilities worldwide. All filings for regulatory approval are underway and we anticipate

closing on the transaction in Q1 of fiscal 2027.

Business

Outlook – FY 2026

FY 2026 Sales and Adjusted EPS Guidance Update:

· Maintaining full year FY 2026 revenue guidance of $1.29 to $1.33 billion (18 to 21 percent growth over the prior year).

· Raising full year Adjusted EPS guidance to be in the range of $8.00 - $8.25 per share (33 to 37 percent growth), which reflects a midpoint

increase of $0.48 per share from our initial November guidance ($7.50 - $7.80) and $0.10 per share from our more recent February guidance

update ($7.90 - $8.15).

· Q3’26 Adjusted EPS is expected to be in the range of $2.05 - $2.15 per share (28 to 34 percent growth compared to Q3’25 Adjusted

EPS).

Dividend

Payment

The next quarterly

cash dividend of $0.08 per share will be paid on July 17, 2026 to stockholders of record on July

2, 2026.

Conference Call

The

Company will host a conference call today, May 7, at 4:00 p.m. Central Time, to discuss the Company’s Q2 2026 results. A live audio

webcast and an accompanying slide presentation will be available in the Investor Center of ESCO’s website. Participants may

also access the webcast using this registration link. For those unable to participate, a webcast replay will be available after the call

in the Investor Center of ESCO’s website.

Forward-Looking Statements

Statements

in this press release regarding Management’s intentions, expectations and guidance for fiscal 2026, including restructuring

and cost reduction actions, sales, orders, revenues, margin, earnings, Adjusted EPS, acquisition related amortization, and any other statements

which are not strictly historical, are “forward-looking statements” within the meaning of the safe harbor provisions of the

U.S. securities laws.

Investors

are cautioned that such statements are only predictions and speak only as of the date of this release, and the Company undertakes no duty

to update them except as may be required by applicable laws or regulations. The Company’s actual results in the future may differ

materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the Company’s operations

and business environment including but not limited to those described in Item 1A, “Risk Factors”, of the Company’s Annual

Report on Form 10-K for the fiscal year ended September 30, 2025 and the following: the impacts of climate change and related regulation

of greenhouse gases; the impacts of labor disputes, civil disorder, wars including the conflicts involving Iran and Lebanon, elections,

political changes, tariffs and trade disputes, terrorist activities, cyberattacks or natural disasters on the Company’s operations

and those of the Company’s customers and suppliers; disruptions in manufacturing or delivery arrangements due to shortages or unavailability

of materials or components; restrictions or closures of critical supply routes such as the Strait of Hormuz; other supply chain disruptions;

inability to access work sites; the timing and content of future contract awards or customer orders; the timely appropriation, allocation

and availability of Government funds; the termination for convenience of Government and other customer contracts or orders; weakening

of economic conditions in served markets; the success of the Company’s competitors; changes in customer demands or customer insolvencies;

competition; intellectual property rights; technical difficulties or data breaches; the availability of acquisitions; delivery delays

or defaults by customers; performance issues with key customers, suppliers and subcontractors; material changes in the costs and availability

of certain raw materials; material changes in the cost of credit; changes in laws and regulations including but not limited to changes

in accounting standards and taxation; changes in interest, inflation and employment rates; costs relating to environmental matters arising

from current or former facilities; uncertainty regarding the ultimate resolution of current disputes, claims, litigation or arbitration;

and the integration and performance of acquired businesses.

Non-GAAP Financial Measures

The financial measures EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA,

and Adjusted EPS are presented in this press release. The Company defines “EBIT” as earnings before interest and taxes, “EBITDA”

as earnings before interest, taxes, depreciation and amortization, “Adjusted EBIT” and “Adjusted EBITDA” as excluding

the net impact of the items described in the attached Reconciliation of Non-GAAP Financial Measures, and “Adjusted EPS” as

GAAP earnings per share excluding the net impact of the items described and reconciled in the attached Reconciliation of Non-GAAP Financial

Measures.

EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and

Adjusted EPS are not recognized in accordance with U.S. generally accepted accounting principles (GAAP). However, Management believes

EBIT, Adjusted EBIT, EBITDA, and Adjusted EBITDA are useful in assessing the operational profitability of the Company’s business

segments because they exclude interest, taxes, depreciation, and amortization, which are generally accounted for across the entire Company

on a consolidated basis. EBIT is also one of the measures used by Management in determining resource allocations within the Company as

well as incentive compensation. The presentation of EBIT, Adjusted EBIT, EBITDA, Adjusted EBITDA, and Adjusted EPS provides important

supplemental information to investors by facilitating comparisons with other companies, many of which use similar non-GAAP financial measures

to supplement their GAAP results. The use of non-GAAP financial measures is not intended to replace any measures of performance determined

in accordance with GAAP.

About ESCO

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.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars

in thousands, except per share amounts)

Three Months

Ended

March

31, 2026

Three Months

Ended

March

31, 2025

Net Sales

$ 309,341

231,777

Cost and Expenses:

Cost of sales

178,026

132,504

Selling, general and administrative expenses

62,830

54,294

Amortization of intangible assets

20,420

7,989

Interest expense

2,399

2,195

Other expenses (income), net

1,802

375

Total costs and expenses

265,477

197,357

Earnings before income taxes

43,864

34,420

Income tax expense

10,308

8,037

Earnings from continuing operations

33,556

26,383

Earnings from discontinued operations,

net of tax expense of $363 and $1,429, respectively

1,177

4,650

Net earnings

$ 34,733

31,033

Diluted - GAAP

Continuing operations

$ 1.29

1.02

Discontinued operations

0.05

0.18

Net earnings

$ 1.34

1.20

Diluted - As Adjusted Basis

Continuing Operations

$1.91 (1)

1.17 (2)

Diluted average common shares O/S:

25,938

25,877

(1) Q2

2026 Adjusted EPS from continuing operations excludes $0.62 per share of after-tax charges consisting of: $0.06 of Test & USG segment

restructuring charges, $0.03 of Corporate acquisition costs and $0.53 of acquisition related amortization.

(2) Q2

2025 Adjusted EPS from continuing operations excludes $0.15 per share of after-tax charges consisting primarily of acquisition related

amortization.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share amounts)

Six Months

Ended

March 31,

2026

Six Months

Ended

March 31,

2025

Net Sales

$ 599,000

446,370

Cost and Expenses:

Cost of sales

347,766

256,718

Selling, general and administrative expenses

124,037

109,263

Amortization of intangible assets

40,744

15,982

Interest expense

5,279

4,452

Other expenses (income), net

1,832

(262 )

Total costs and expenses

519,658

386,153

Earnings before income taxes

79,342

60,217

Income tax expense

17,095

13,527

Earnings from continuing operations

62,247

46,690

Earnings from discontinued operations,

net of tax expense of $363 and $2,407, respectively

1,177

7,816

Net earnings

$ 63,424

54,506

Diluted - GAAP

Continuing operations

$ 2.40

1.81

Discontinued operations

0.05

0.30

Net earnings

$ 2.45

2.11

Diluted - As Adjusted Basis

Continuing Operations

$ 3.55 (1)

2.12 (2)

Diluted average common shares O/S:

25,909

25,854

(1) YTD

Q2 2026 Adjusted EPS from continuing operations excludes $1.15 per share of after-tax charges consisting primarily of: $0.07 of restructuring

charges within Test, USG & A&D segments, $0.03 of Corporate acquisition costs and $1.05 of acquisition related amortization.

(2) YTD

Q2 2025 Adjusted EPS from continuing operations excludes $0.31 per share of after-tax charges consisting of: $0.01 of restructuring charges

within the Test segment and $0.30 of acquisition related amortization.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Business Segment Information (Unaudited) - Continuing Operations basis

(Dollars in thousands)

GAAP

As Adjusted

Q2 2026

Q2 2025

Q2 2026

Q2 2025

Net Sales

Aerospace & Defense

$ 150,310

89,627

150,310

89,627

USG

93,529

90,767

93,529

90,767

Test

65,502

51,383

65,502

51,383

Totals

$ 309,341

231,777

309,341

231,777

EBIT

Aerospace & Defense

$ 42,967

24,217

43,062

24,219

USG

22,486

20,779

23,068

20,862

Test

8,773

6,369

10,095

6,369

Corporate

(27,963 )

(14,750 )

(9,011 )

(9,648 )

Consolidated EBIT

46,263

36,615

67,214

41,802

Less: Interest expense

(2,399 )

(2,195 )

(2,399 )

(2,195 )

Less: Income tax expense

(10,308 )

(8,037 )

(15,126 )

(9,230 )

Net earnings

$ 33,556

26,383

49,689

30,377

Note 1: Adjusted net earnings of $49.7 million in Q2 2026 exclude $16.2 million (or $0.62 per share) of after-tax charges consisting of: $0.06 of Test & USG segment restructuring charges, $0.03 of Corporate acquisition costs and $0.53 of acquisition related amortization.

Note 2: Adjusted net earnings of $30.4 million in Q2 2025 exclude $4.0 million (or $0.15 per share) of after-tax charges consisting primarily of acquisition related amortization.

EBITDA Reconciliation to Net earnings:

Q2 2026 -

Q2 2025 -

Q2 2026

Q2 2025

As Adj

Consolidated EBITDA

$ 73,100

49,685

76,380

49,912

Less: Depr & Amort

(26,837 )

(13,070 )

(9,166 )

(8,110 )

Consolidated EBIT

46,263

36,615

67,214

41,802

Less: Interest expense

(2,399 )

(2,195 )

(2,399 )

(2,195 )

Less: Income tax expense

(10,308 )

(8,037 )

(15,126 )

(9,230 )

Net earnings

$ 33,556

26,383

49,689

30,377

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Business Segment Information (Unaudited) - Continuing Operations basis

(Dollars in thousands)

GAAP

As Adjusted

YTD

Q2 2026

Q2 2025

Q2 2026

Q2 2025

Net Sales

Aerospace & Defense

$ 294,139

171,495

294,139

171,495

USG

181,013

177,427

181,013

177,427

Test

123,848

97,448

123,848

97,448

Totals

$ 599,000

446,370

599,000

446,370

EBIT

Aerospace & Defense

$ 80,954

41,669

81,195

41,697

USG

42,015

41,268

42,647

41,351

Test

16,815

10,791

18,137

11,256

Corporate

(55,163 )

(29,059 )

(18,644 )

(18,958 )

Consolidated EBIT

84,621

64,669

123,335

75,346

Less: Interest expense

(5,279 )

(4,452 )

(5,279 )

(4,452 )

Less: Income tax

(17,095 )

(13,527 )

(25,998 )

(15,983 )

Net earnings

$ 62,247

46,690

92,058

54,911

Note

1: Adjusted net earnings of $92.1 million in YTD 2025 exclude $29.8 million (or $1.15 per share) of after-tax charges consisting of:

$0.07 of restructuring charges within Test, USG, A&D segments, $0.03 of Corporate acquisition costs and $1.05 of acquisition related

amortization.

Note

2: Adjusted net earnings of $54.9 million in YTD 2025 exclude $8.2 million (or $0.31 per share) of after-tax charges consisting of: $0.01

of restructuring charges within the Test segment and $0.30 of acquisition related amortization.

EBITDA Reconciliation to Net earnings:

YTD

Q2 2026 -

Q2 2025 -

Q2 2026

Q2 2025

As Adj

Consolidated EBITDA

$ 137,951

90,710

141,427

91,430

Less: Depr & Amort

(53,330 )

(26,041 )

(18,092 )

(16,084 )

Consolidated EBIT

84,621

64,669

123,335

75,346

Less: Interest expense

(5,279 )

(4,452 )

(5,279 )

(4,452 )

Less: Income tax expense

(17,095 )

(13,527 )

(25,998 )

(15,983 )

Net earnings

$ 62,247

46,690

92,058

54,911

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

March 31,

2026

September 30

2025

Assets

Cash and cash equivalents

$ 92,252

101,350

Accounts receivable, net

256,835

253,554

Contract assets

103,532

90,730

Inventories

237,090

217,807

Other current assets

37,084

25,065

Total current assets

726,793

688,506

Property, plant and equipment, net

170,860

172,493

Intangible assets, net

682,372

723,973

Goodwill

761,181

761,931

Operating lease assets

48,977

47,707

Other assets

15,622

15,778

$ 2,405,805

2,410,388

Liabilities and Shareholders’ Equity

Current maturities of long-term debt

$ 20,000

20,000

Accounts payable

106,677

96,534

Contract liabilities

269,402

216,590

Current income tax payable

5,619

62,007

Other current liabilities

98,667

113,017

Total current liabilities

500,365

508,148

Deferred tax liabilities

115,140

112,390

Non-current operating lease liabilities

45,707

44,403

Other liabilities

34,173

38,576

Long-term debt

125,000

166,000

Shareholders’ equity

1,585,420

1,540,871

$ 2,405,805

2,410,388

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

Six Months

Ended

March 31,

2026

Six Months

Ended

March 31,

2025

Cash flows from operating activities:

Net earnings

$ 63,424

54,506

(Earnings) loss from discontinued operations

(1,177 )

(7,816 )

Adjustments to reconcile net earnings to net cash provided by

operating activities:

Depreciation and amortization

53,330

26,041

Stock compensation expense

6,565

5,323

Changes in assets and liabilities

7,304

(30,033 )

Effect of deferred taxes

5,176

(1,714 )

Net cash provided by operating activities - continuing operations

134,622

46,307

Net cash used by operating activities - discontinued operations

(59,340 )

11,968

Net cash provided by operating activities

75,282

58,275

Cash flows from investing activities:

Acquisition of business, net of cash acquired

(10,232 )

Capital expenditures

(13,134 )

(14,864 )

Additions to capitalized software and other

(4,801 )

(5,465 )

Net cash used by investing activities - continuing operations

(28,167 )

(20,329 )

Net cash provided by investing activities - discontinued operations

1,540

(486 )

Net cash used by investing activities

(26,627 )

(20,815 )

Cash flows from financing activities:

Proceeds from long-term debt and short term borrowings

110,000

66,000

Principal payments on long-term debt and short-term borrowings

(151,000 )

(100,000 )

Dividends paid

(4,143 )

(4,130 )

Other

(10,645 )

(6,146 )

Net cash used by financing activities

(55,788 )

(44,276 )

Effect of exchange rate changes on cash and cash equivalents

(1,965 )

(1,750 )

Net decrease in cash and cash equivalents

(9,098 )

(8,566 )

Cash and cash equivalents, beginning of period

101,350

65,963

Cash and cash equivalents, end of period

$ 92,252

57,397

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Other Selected Financial Data (Unaudited)

(Dollars in thousands)

Backlog And Entered Orders - Q2 2026

A&D

USG

Test

Total

Beginning Backlog - 1/1/26

$ 1,041,514

154,772

204,863

1,401,149

Entered Orders

183,783

101,267

93,146

378,196

Sales

(150,310 )

(93,529 )

(65,502 )

(309,341 )

Ending Backlog - 3/31/26

$ 1,074,987

162,510

232,507

1,470,004

Backlog And Entered Orders - YTD Q2 2026

A&D

USG

Test

Total

Beginning Backlog - 10/1/25

$ 803,002

143,460

187,175

1,133,637

Entered Orders

566,124

200,063

169,180

935,367

Sales

(294,139 )

(181,013 )

(123,848 )

(599,000 )

Ending Backlog - 3/31/26

$ 1,074,987

162,510

232,507

1,470,004

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures (Unaudited)

EPS – Adjusted Basis Reconciliation – Q2 2026

EPS Continuing Operations – GAAP Basis – Q2 2026

$ 1.29

Adjustments (defined below)

0.62

EPS Continuing Operations – As Adjusted Basis – Q2 2026

$ 1.91

Adjustments

of $0.62 per share consist of: $0.06 of restructuring charges within the Test & USG segments, $0.03 of Corporate acquisition costs

and $0.53 of acquisition related amortization.

EPS – Adjusted Basis Reconciliation – Q2 2025

EPS Continuing Operations– GAAP Basis – Q2 2025

$ 1.02

Adjustments (defined below)

0.15

EPS Continuing Operations– As Adjusted Basis – Q2 2025

$ 1.17

Adjustments

of $0.15 per share consist of acquisition related amortization.

EPS – Adjusted Basis Reconciliation – YTD Q2 2026

EPS Continuing Operations – GAAP Basis – YTD Q2 2026

$ 2.40

Adjustments (defined below)

1.15

EPS Continuing Operations – As Adjusted Basis – YTD Q2 2026

$ 3.55

Adjustments

of $1.15 per share consist of: $0.07 of restructuring charges within the Test, USG and A&D segments, $0.03 of Corporate acquisition

costs and $1.05 of acquisition related amortization.

EPS – Adjusted Basis Reconciliation – YTD Q2 2025

EPS Continuing Operations– GAAP Basis – YTD Q2 2025

$ 1.81

Adjustments (defined below)

0.31

EPS Continuing Operations– As Adjusted Basis – YTD Q2 2025

$ 2.12

Adjustments

of $0.31 per share consist of: $0.01 of restructuring charges within the Test segment, and $0.30 of acquisition related amortization.

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