Form 8-K

8-K — ESCO TECHNOLOGIES INC

Accession: 0001104659-26-092033

Filed: 2026-08-06

Period: 2026-08-06

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 — tm2621646d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621646d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2621646d1_8k.htm · Sequence: 1

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0000866706

2026-08-06

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):

August 6, 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, August 6, 2026, the Registrant is issuing a press release

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

Regulation FD Disclosure, below.

Item 7.01 Regulation FD Disclosure

Today, August 6, 2026, the Registrant is issuing a press release

(furnished as Exhibit 99.1 to this report) announcing its fiscal 2026 third 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 August 6,

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: August 6, 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: tm2621646d1_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

THIRD QUARTER FISCAL 2026 RESULTS

- Q3 Sales increase 14% to $339 Million

- Q3 GAAP EPS from Continuing Operations

increases 31% to $1.26 -

- Q3 Adjusted EPS from Continuing Operations

increases 38% to $2.20 -

ST. LOUIS, August 6, 2026 –

ESCO Technologies Inc. (NYSE: ESE) (ESCO, or the Company) today reported its operating results for the third quarter ended June 30,

2026 (Q3 2026).

Operating Highlights

· Q3

2026 Sales increased $43 million (14 percent) to $339 million compared to $296 million in

Q3 2025. Q3 2026 organic sales increased $20 million (8 percent), and Maritime contributed

$23 million of revenue growth in the quarter.

· Q3

2026 GAAP EPS from Continuing Operations increased 31 percent to $1.26 per share compared

to $0.96 per share in Q3 2025. Q3 2026 Adjusted EPS from Continuing Operations increased

38 percent to $2.20 per share compared to $1.60 per share in Q3 2025.

· Q3

2026 entered orders were $410 million, with a book-to-bill ratio of 1.21. This resulted in

record backlog at June 30 of $1.54 billion. Q3 2026 orders were lower than the prior

year due to $364 million of acquired backlog related to the acquisition of Maritime in Q3

2025.

· Net

cash provided by operating activities from Continuing Operations was $193 million YTD, an

increase of $105 million compared to the prior year period.

Bryan Sayler, Chief Executive Officer

and President, commented, “Q3 was another strong quarter, highlighted by 14 percent revenue growth, 90 basis points of Adjusted

EBIT margin expansion, and a 38 percent increase in Adjusted EPS.

“Year to date, we have

delivered double-digit organic sales growth across our aerospace, Navy, Test, and Doble businesses. This broad-based strength underscores

the long-term growth dynamics across our end markets. At the same time, our backlog has increased by over $400 million year-to-date driven

by momentum across our business platforms. This combination of durable growth drivers, leading market positions, and record backlog,

gives us confidence in our ability to continue delivering above-market growth and we are pleased to again raise our full-year FY 2026

guidance.”

Segment Performance

Aerospace & Defense (A&D)

· Q3

2026 sales increased $31.9 million (23 percent) to $168.2 million from $136.3 million in

Q3 2025. Organic sales increased $9.2 million (9 percent) and Maritime added $22.7 million

of revenue growth in the quarter. Quarterly sales growth was led by strong performance in

commercial aerospace and Navy.

· Q3

2026 EBIT increased $13.8 million to $50.4 million from $36.6 million in Q3 2025. Adjusted

EBIT increased $11.2 million in Q3 2026 to $50.5 million (30.0 percent margin) from $39.3

million (28.8 percent margin) in Q3 2025. The 28 percent increase in Adjusted EBIT was driven

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

and unfavorable mix.

· Q3

2026 Entered Orders decreased $386.7 million (66 percent) to $195.7 million, as Q3 2025 contained

$364.2 million in acquired backlog related to the Maritime acquisition along with $67 million

in Block V.2/VI Virginia Class and $15 million of Columbia Class orders. Book-to-bill

in the quarter was 1.16 driven by higher commercial and military aerospace OEM and aftermarket

orders, resulting in record backlog of $1.1 billion.

Utility Solutions Group (USG)

· Q3

2026 sales increased $7.6 million (8 percent) to $100.0 million from $92.4 million in Q3

2025. Doble sales increased by $12.9 million (17 percent) while NRG sales decreased by $5.3

million (29 percent). Sales growth in the quarter was driven by higher protection testing,

offline test equipment, and services revenue at Doble, partially offset by lower renewables

revenue at NRG.

· Q3

2026 EBIT increased $0.5 million to $22.0 million from $21.5 million in Q3 2025. Adjusted

EBIT increased $0.5 million in Q3 2026 to $22.3 million (22.3 percent margin) from $21.8

million (23.6 percent margin) in Q3 2025. The increase in Adjusted EBIT was driven by leverage

on higher volume at Doble and price increases, mostly offset by EBIT reductions at NRG due

to lower sales volumes.

· Q3

2026 entered orders increased $21.4 million (20 percent) to $126.9 million (book-to-bill

of 1.27), resulting in backlog of $189.4 million. Doble orders increased $26.4 million (30

percent) to $113.3 million as the business continues to experience broad based increases

in demand from utility customers. NRG orders decreased $5.0 million (27 percent) to $13.5

million, related to the expiration of U.S. renewables tax credits.

RF Test & Measurement (Test)

· Q3

2026 sales increased $3.2 million (5 percent) to $70.9 million from $67.7 million in Q3 2025.

Sales growth in the quarter was primarily driven by higher U.S Test & Measurement

(EMC), and medical and industrial shielding.

· Q3

2026 EBIT increased $0.2 million to $10.9 million from $10.7 million in Q3 2025. Q3 2026

Adjusted EBIT increased $0.9 million to $11.6 million (16.4 percent margin) from $10.7 million

(15.9 percent margin) in Q3 2025. The 8 percent increase in Adjusted EBIT was driven by leverage

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

· Q3

2026 entered orders increased $25.8 million (42 percent) to $87.0 million (book-to-bill of

1.23), resulting in record backlog of $248.6 million. Orders strength in the quarter was

driven by industrial shielding projects and electromagnetic interference (EMI) filters for

U.S. data centers.

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 continue to anticipate

closing on the transaction in Q1 of fiscal 2027.

Business

Outlook – FY 2026

FY 2026 Sales and Adjusted EPS Guidance Update:

· Raising

the lower end of FY 2026 Sales guidance and now expect Sales to be in the range of $1.30

to $1.33 billion (19 to 21 percent growth over the prior year).

· Raising

full year Adjusted EPS guidance to a range of $8.30 - $8.40 per share (38 to 39 percent growth),

which reflects a midpoint increase of $0.70 per share from our initial November guidance

($7.50 - $7.80) and $0.22 per share from our more recent May guidance update of ($8.00

- $8.25).

· Q4’26

Adjusted EPS is expected to be in the range of $2.55 - $2.65 per share (10 to 14 percent

growth compared to Q4’25 Adjusted EPS).

Dividend

Payment

The next quarterly cash dividend of

$0.08 per share will be paid on October 15, 2026 to stockholders of record on October 1, 2026.

Conference Call

The Company will host a conference call

today, August 6, at 4:00 p.m. Central Time, to discuss the Company’s Q3 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

June 30, 2026

Three Months

Ended

June 30, 2025

Net Sales

$ 339,027

296,344

Cost and Expenses:

Cost of sales

197,508

174,350

Selling, general and administrative expenses

71,002

62,042

Amortization of intangible assets

20,342

16,753

Interest expense

8,713

7,921

Other expenses (income), net

508

2,209

Total costs and expenses

298,073

263,275

Earnings before income taxes

40,954

33,069

Income tax expense

8,219

8,314

Earnings from continuing operations

32,735

24,755

Earnings from discontinued operations, net of tax expense of $0 and $599, respectively

1,310

Net earnings

$ 32,735

26,065

Diluted - GAAP

Continuing operations

$ 1.26

0.96

Discontinued operations

0.00

0.05

Net earnings

$ 1.26

1.01

Diluted - As Adjusted Basis

Continuing Operations

$ 2.20 (1)

1.60 (2)

Diluted average common shares O/S:

25,980

25,918

(1)

Q3 2026 Adjusted EPS from continuing operations excludes $0.94 per share of after-tax charges consisting of: $0.03 of Test & USG segment restructuring charges, $0.20 of debt financing and $0.19 of acquisition costs at Corporate related to the pending Megger acquisition that was announced in April 2026, and $0.52 of acquisition related amortization.

(2)

Q3 2025 Adjusted EPS from continuing operations excludes $0.64 per share of after-tax charges consisting of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.01 of restructuring charges (primarily severance) within the USG segment, and $0.40 of acquisition related amortization.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in thousands, except per share amounts)

Nine Months

Ended

June 30, 2026

Nine Months

Ended

June 30, 2025

Net Sales

$ 938,027

742,714

Cost and Expenses:

Cost of sales

545,274

431,068

Selling, general and administrative expenses

195,039

171,305

Amortization of intangible assets

61,086

32,735

Interest expense

13,992

12,373

Other expenses (income), net

2,340

1,947

Total costs and expenses

817,731

649,428

Earnings before income taxes

120,296

93,286

Income tax expense

25,314

21,841

Earnings from continuing operations

94,982

71,445

Earnings from discontinued operations, net of tax expense of $363 and $3,006, respectively

1,177

9,126

Net earnings

$ 96,159

80,571

Diluted - GAAP

Continuing operations

$ 3.66

2.76

Discontinued operations

0.05

0.35

Net earnings

$ 3.71

3.11

Diluted - As Adjusted Basis

Continuing Operations

$ 5.75 (1)

3.71 (2)

Diluted average common shares O/S:

25,932

25,876

(1)

YTD Q3 2026 Adjusted EPS from continuing operations excludes $2.09 per share of after-tax charges consisting primarily of: $0.09 of restructuring charges within Test, USG & A&D segments, $0.20 of debt financing and $0.23 of acquisition costs at Corporate related to the pending Megger acquisition that was announced in April 2026, and $1.57 of acquisition related amortization.

(2)

YTD Q3 2025 Adjusted EPS from continuing operations excludes $0.95 per share of after-tax charges consisting of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.02 of restructuring charges within the Test and USG segments, and $0.70 of acquisition related amortization.

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Business Segment Information (Unaudited)

- Continuing Operations basis

(Dollars in thousands)

GAAP

Adjusted

Q3 2026

Q3 2025

Q3 2026

Q3 2025

Net Sales

Aerospace & Defense

$ 168,202

136,324

168,202

136,324

USG

99,963

92,357

99,963

92,357

Test

70,862

67,663

70,862

67,663

Totals

$ 339,027

296,344

339,027

296,344

EBIT

Aerospace & Defense

$ 50,418

36,577

50,455

39,319

USG

21,983

21,540

22,282

21,789

Test

10,882

10,732

11,617

10,732

Corporate

(33,616 )

(27,859 )

(9,678 )

(9,184 )

Consolidated EBIT

49,667

40,990

74,676

62,656

Less: Interest expense

(8,713 )

(7,921 )

(1,850 )

(7,921 )

Less: Income tax expense

(8,219 )

(8,314 )

(15,548 )

(13,297 )

Net earnings

$ 32,735

24,755

57,278

41,438

Note 1: Adjusted net earnings of $57.3 million in Q3 2026 exclude

$24.5 million (or $0.94 per share) of after-tax charges consisting of: $0.03 of Test & USG segment restructuring charges, $0.20

of debt financing and $0.19 of acquisition costs at Corporate related to the pending Megger acquisition and $0.52 of acquisition related

amortization.

Note 2: Adjusted net earnings of $41.4 million in Q3 2025 exclude

$16.6 million (or $0.64 per share) of after-tax charges consisting of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory

step-up charges and stamp duties, $0.01 of restructuring charges (primarily severance) within the USG segment, and $0.40 of acquisition

related amortization.

EBITDA Reconciliation to Net earnings:

Q3 2026 -

Q3 2025 -

Q3 2026

Q3 2025

As Adj

Consolidated EBITDA

$ 76,410

63,350

83,755

71,545

Less: Depr & Amort

(26,743 )

(22,360 )

(9,079 )

(8,889 )

Consolidated EBIT

49,667

40,990

74,676

62,656

Less: Interest expense

(8,713 )

(7,921 )

(1,850 )

(7,921 )

Less: Income tax expense

(8,219 )

(8,314 )

(15,548 )

(13,297 )

Net earnings

$ 32,735

24,755

57,278

41,438

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Business Segment Information (Unaudited)

- Continuing Operations basis

(Dollars in thousands)

GAAP

As Adjusted

YTD

Q3 2026

Q3 2025

Q3 2026

Q3 2025

Net Sales

Aerospace & Defense

$ 462,341

307,819

462,341

307,819

USG

280,976

269,784

280,976

269,784

Test

194,710

165,111

194,710

165,111

Totals

$ 938,027

742,714

938,027

742,714

EBIT

Aerospace & Defense

$ 131,372

78,246

131,650

81,016

USG

63,998

62,808

64,929

63,140

Test

27,697

21,523

29,754

21,988

Corporate

(88,779 )

(56,918 )

(28,322 )

(28,142 )

Consolidated EBIT

134,288

105,659

198,011

138,002

Less: Interest expense

(13,992 )

(12,373 )

(7,129 )

(12,373 )

Less: Income tax

(25,314 )

(21,841 )

(41,546 )

(29,279 )

Net earnings

$ 94,982

71,445

149,336

96,350

Note 1: Adjusted net earnings of $149.3 million in YTD 2026 exclude

$54.3 million (or $2.09 per share) of after-tax charges consisting of: $0.09 of restructuring charges within Test, USG & A&D

segments, $0.20 of debt financing and $0.23 of acquisition costs at Corporate related to the pending Megger acquisition and $1.57 of

acquisition related amortization.

Note 2: Adjusted net earnings of $96.4 million in YTD 2025 exclude

$24.9 million (or $0.95 per share) of after-tax charges consisting of: $0.15 of Corporate acquisition costs, $0.08 of Maritime inventory

step-up charges and stamp duties, $0.02 of restructuring charges within the Test and USG segments, and $0.70 of acquisition related amortization.

EBITDA Reconciliation to Net earnings:

YTD

Q3 2026 -

Q3 2025 -

Q3 2026

Q3 2025

As Adj

Consolidated EBITDA

$ 214,361

154,060

225,182

162,975

Less: Depr & Amort

(80,073 )

(48,401 )

(27,171 )

(24,973 )

Consolidated EBIT

134,288

105,659

198,011

138,002

Less: Interest expense

(13,992 )

(12,373 )

(7,129 )

(12,373 )

Less: Income tax expense

(25,314 )

(21,841 )

(41,546 )

(29,279 )

Net earnings

$ 94,982

71,445

149,336

96,350

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

June 30,

2026

September 30,

2025

Assets

Cash and cash equivalents

$ 73,236

101,350

Accounts receivable, net

267,493

253,554

Contract assets

127,620

90,730

Inventories

240,542

217,807

Other current assets

46,620

25,065

Total current assets

755,511

688,506

Property, plant and equipment, net

175,282

172,493

Intangible assets, net

664,450

723,973

Goodwill

760,275

761,931

Operating lease assets

47,271

47,707

Other assets

17,214

15,778

$ 2,420,003

2,410,388

Liabilities and Shareholders' Equity

Current maturities of long-term debt

$ 20,000

20,000

Accounts payable

116,539

96,534

Contract liabilities

288,142

216,590

Current income tax payable

5,754

62,007

Other current liabilities

116,258

113,017

Total current liabilities

546,693

508,148

Deferred tax liabilities

115,333

112,390

Non-current operating lease liabilities

44,107

44,403

Other liabilities

31,608

38,576

Long-term debt

65,000

166,000

Shareholders' equity

1,617,262

1,540,871

$ 2,420,003

2,410,388

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

Nine

Months

Ended June

30, 2026

Nine

Months

Ended June

30, 2025

Cash flows from operating activities:

Net earnings

$ 96,159

80,571

(Earnings) loss from discontinued operations

(1,177 )

(9,126 )

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

80,073

48,401

Stock compensation expense

10,182

7,934

Changes in assets and liabilities

2,983

(33,473 )

Effect of deferred taxes

5,157

(6,008 )

Net cash provided by operating activities - continuing operations

193,377

88,299

Net cash provided (used) by operating activities-discontinued ops

(59,340 )

43,703

Net cash provided by operating activities

134,037

132,002

Cash flows from investing activities:

Acquisition of business, net of cash acquired

(10,232 )

(472,006 )

Capital expenditures

(24,560 )

(24,210 )

Additions to capitalized software and other

(7,874 )

(13,018 )

Net cash used by investing activities - continuing operations

(42,666 )

(509,234 )

Net cash provided (used) by investing activities - discontinued ops

1,540

(966 )

Net cash used by investing activities

(41,126 )

(510,200 )

Cash flows from financing activities:

Proceeds from long-term debt

130,000

645,000

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

(231,000 )

(242,000 )

Debt issuance costs

(1,293 )

Dividends paid

(6,216 )

(6,196 )

Other

(10,646 )

(6,205 )

Net cash (used) provided by financing activities

(119,155 )

390,599

Effect of exchange rate changes on cash and cash equivalents

(1,870 )

452

Net (decrease) increase in cash and cash equivalents

(28,114 )

12,853

Cash and cash equivalents, beginning of period

101,350

65,963

Cash and cash equivalents, end of period

$ 73,236

78,816

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Other Selected Financial Data (Unaudited)

(Dollars in thousands)

Backlog And Entered Orders - Q3 2026

A&D

USG

Test

Total

Beginning Backlog - 4/1/26

$ 1,074,987

162,510

232,507

1,470,004

Entered Orders

195,661

126,879

86,998

409,538

Sales

(168,202 )

(99,963 )

(70,862 )

(339,027 )

Ending Backlog - 6/30/26

$ 1,102,446

189,426

248,643

1,540,515

Backlog And Entered Orders - YTD Q3 2026

A&D

USG

Test

Total

Beginning Backlog - 10/1/25

$ 803,002

143,460

187,175

1,133,637

Entered Orders

761,785

326,942

256,178

1,344,905

Sales

(462,341 )

(280,976 )

(194,710 )

(938,027 )

Ending Backlog - 6/30/26

$ 1,102,446

189,426

248,643

1,540,515

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

EPS – Adjusted Basis Reconciliation – Q3 2026

EPS Continuing Operations– GAAP Basis – Q3 2026

$ 1.26

Adjustments (defined below)

0.94

EPS Continuing Operations– As Adjusted Basis – Q3 2026

$ 2.20

Adjustments of $0.94 per share consisting primarily of:

$0.03 of Test and USG segment restructuring charges, $0.20 of debt financing and $0.19 of acquisition costs at Corporate related to the

pending Megger acquisition, and $0.52 of acquisition related amortization.

EPS – Adjusted Basis Reconciliation – Q3 2025

EPS Continuing Operations– GAAP Basis – Q3 2025

$ 0.96

Adjustments (defined below)

0.64

EPS Continuing Operations– As Adjusted Basis – Q3 2025

$ 1.60

Adjustments of $0.64 per share consisting primarily of:

$0.15 of Corporate acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.01 of restructuring charges within

the USG segment and $0.40 of acquisition related amortization.

EPS – Adjusted Basis Reconciliation – YTD Q3 2026

EPS Continuing Operations– GAAP Basis – YTD Q3 2026

$ 3.66

Adjustments (defined below)

2.09

EPS Continuing Operations – As Adjusted Basis – YTD Q3 2026

$ 5.75

Adjustments of $2.09 per share consisting primarily of: $0.09 of restructuring charges within Test, USG and A&D segments, $0.20 of debt financing and $0.23 of acquisition costs related to the pending Megger acquisition, and $1.57 of acquisition related amortization.

EPS – Adjusted Basis Reconciliation – YTD Q3 2025

EPS Continuing Operations– GAAP Basis – YTD Q3 2025

$ 2.76

Adjustments (defined below)

0.95

EPS Continuing Operations – As Adjusted Basis – YTD Q3 2025

$ 3.71

Adjustments of $0.95 per share consisting primarily of: $0.15 of Corporate

acquisition costs, $0.08 of Maritime inventory step-up charges and stamp duties, $0.02 of restructuring charges within the Test and USG

segments, and $0.70 of acquisition related amortization.

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