ESCO TECHNOLOGIES INC
For the period ended Sep 30, 2025. Filed Dec 1, 2025.
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FY2025 · Filed Dec 1, 2025
ESE$238.38-0.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| (a) | The following documents are filed as a part of this Report: |
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| (1) | Financial Statements. The Consolidated Financial Statements of the Company, and the Reports of Independent Registered Public Accounting Firm thereon of Grant Thornton LLP, are included in the Financial Information section of this Report beginning on page F-1; an Index thereto is set forth on page F-1. |
| (2) | Financial Statement Schedules. Financial Statement Schedules are omitted because either they are not applicable or the required information is included in the Consolidated Financial Statements or the Notes thereto. |
| (3) | Exhibits. The following exhibits are filed with this Report or incorporated herein by reference to the document location indicated: |
| Exhibit No. | Description | Document Location | ||
| 3.1(a) | | Restated Articles of Incorporation | | Exhibit 3(a) to the Company’s Form 10-K for the fiscal year ended September 30, 1999 |
| 3.1(b) | | Amended Certificate of Designation, Preferences and Rights of Series A Participating Cumulative Preferred Stock | | Exhibit 4(e) to the Company’s Form 10-Q for the fiscal quarter ended March 31, 2000 |
| 3.1(c) | | Articles of Merger, effective July 10, 2000 | | Exhibit 3(c) to the Company’s Form 10-Q for the fiscal quarter ended June 30, 2000 |
| 3.1(d) | | Amendment to Articles of Incorporation effective February 5, 2018 | | Exhibit 3.1 to the Company’s Form 8-K filed February 7, 2018 |
| 3.2 | | Bylaws of the Company | | Exhibit 3.1 to the Company’s Form 8-K filed November 22, 2022 |
| 4.1(a) | | Description of Common Stock | | Exhibit 4.1(a) to the Company’s Form 10-K for the fiscal year ended September 30, 2019 |
| 4.1(b) | | Specimen revised Common Stock Certificate | | Exhibit 4.1 to the Company’s Form 10-Q for the fiscal quarter ended March 31, 2010 |
| 4.2 | | Amended and Restated Credit Agreement dated as of August 30, 2023, incorporated by reference to Exhibit 10.1(a) hereto | | Exhibit 10.1(a) hereto |
| 10.1(a) | | Amended and Restated Credit Agreement dated as of August 30, 2023 (the 2023 Credit Agreement), among ESCO Technologies Inc., the foreign subsidiary Borrowers party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and certain other Lenders and Departing Lenders as defined therein | | Exhibit 10.1 to the Company’s Form 8-K filed September 6, 2023 |
| 10.1(b) | | Commitment Letter dated July 8, 2024 with JP Morgan Chase Bank N.A., relating to amendment of the 2023 Credit Agreement | | Exhibit 10.1(b) to the Company’s Form 10-K for the fiscal year ended September 30, 2024 |
| 10.1(c) | | Amendment No. 1 to the 2023 Credit Agreement, dated as of August 5, 2024 | | Exhibit 10.1(c) to the Company’s Form 10-K for the fiscal year ended September 30, 2024 |
| 10.2 | Form of Indemnification Agreement with each of ESCO’s non-employee directors | | Exhibit 10.1 to the Company’s Form 10-K for the fiscal year ended September 30, 2012 |
| Exhibit No. | Description | Document Location | ||
| 10.3(a) | * | Compensation Plan For Non-Employee Directors, as amended and restated to reflect all amendments through December 8, 2020 | | Exhibit 10.1 to the Company’s Form 8-K filed December 9, 2020 |
| 10.3(b) | * | Sub-Plan for Compensation of Non-Employee Directors under 2018 Omnibus Incentive Plan | | Exhibit 10.1 to the Company’s Form 10-Q filed May 10, 2022 |
| 10.3(c) | * | Form of Director Share Award Agreement (Non-Employee Director) (FY2024) | | Exhibit 10.1 to the Company’s Form 10-Q filed May 10, 2024 |
| 10.4 | * | 2018 Omnibus Incentive Plan as Amended and Restated February 3, 2023 | | Exhibit 10.1 to the Company’s Form 8-K filed February 8, 2023 |
| 10.5(a) | * | Form of Restricted Share Unit (RSU) Awards to Executive Officers under 2018 Omnibus Incentive Plan (FY 2022) | | Exhibit 10.1 to the Company’s Form 10-Q filed August 9, 2022 |
| 10.5(b) | * | Form of Restricted Share Unit (RSU) Awards to Executive Officers under 2018 Omnibus Incentive Plan (FY 2023-2026) | | Exhibit 10.1 to the Company’s Form 10-Q filed August 9, 2023 |
| 10.6(a) | * | Form of Performance Share Unit (PSU) Awards to Executive Officers under 2018 Omnibus Incentive Plan (FY 2023) | | Exhibit 10.1 to the Company’s Form 10-Q filed February 9, 2022 |
| 10.6(b) | * | Form of Performance Share Unit (PSU) Awards to Executive Officers under 2018 Omnibus Incentive Plan (FY 2024-2026) | | Exhibit 10.1 to the Company’s Form 10-Q filed February 9, 2024 |
| 10.7 | * | Tenth Amendment and Restatement of Employee Stock Purchase Plan, effective May 6, 2024 | | Exhibit 10.1 to the Company’s Form 10-Q filed August 9, 2024 |
| 10.8 | * | Performance Compensation Plan as amended August 2, 2023 effective October 2, 2023 | | Exhibit 10.2 to the Company’s Form 8-K filed October 3, 2023 |
| 10.9 | * | Fourth Amended and Restated Severance Plan dated November 17, 2020 | | Exhibit 10.2 to the Company’s Form 8-K filed November 19, 2020 |
| 10.10 | * | Employment and Compensation Agreement with Bryan H. Sayler effective January 1, 2023 | | Exhibit 10.3 to the Company’s Form 8-K filed January 6, 2023 |
| 10.11(a) | * | Employment and Compensation Agreement with Christopher L. Tucker effective April 30, 2021 | | Exhibit 10.4 to the Company’s Form 10-Q filed August 9, 2021 |
| 10.11(b) | * | Form of Restricted Stock Unit Award to Christopher L. Tucker dated February 3, 2023 | | Exhibit 10.5 to the Company’s Form 10-Q filed May 10, 2023 |
| 10.12 | * | Employment and Compensation Agreement with David M. Schatz effective April 30, 2021 | | Exhibit 10.5 to the Company’s Form 10-Q filed August 9, 2021 |
| 10.13 | * | ESCO Technologies Deferred Compensation Plan, Approved August 1, effective March 1, 2025 | | Exhibit 10.14 to the Company’s Form 10-K for the fiscal year ended September 30, 2024 |
| 10.14 | | Sale and Purchase Agreement dated July 8, 2024 relating to the sale of all the shares In Ultra PMES Limited and Measurement Systems, Inc. and EMS Development Corporation and DNE Technologies, Inc., between Ultra Electronics Holdings Limited as Parent Seller and ESCO Maritime Solutions Ltd. and ESCO Technologies Holding LLC as Buyers and ESCO Technologies Inc. as Guarantor | | Exhibit 10.15 to the Company’s Form 10-K for the fiscal year ended September 30, 2024 |
| 19 | | Insider Trading Policy | | Exhibit 19 to the Company’s Form 10-K for the fiscal year ended September 30, 2024 |
| Exhibit No. | Description | Document Location | ||
| 21 | | Subsidiaries of the Company | | Filed herewith |
| 23 | | Consent of Independent Registered Public Accounting Firm | | Filed herewith |
| 31.1 | | Certification of Chief Executive Officer | | Filed herewith |
| 31.2 | | Certification of Chief Financial Officer | | Filed herewith |
| 32 | ** | Certification of Chief Executive Officer and Chief Financial Officer | | Furnished herewith |
| 97.1 | | Compensation Recovery Policy, adopted effective February 4, 2010 | | Exhibit 10.6 to the Company’s Form 8-K filed February 10, 2010 |
| 97.2 | | Supplemental Clawback Policy, adopted August 2, 2023 effective October 2, 2023 | | Exhibit 10.1 to the Company’s Form 8-K filed October 3, 2023 |
| 101.INS | *** | Inline XBRL Instance Document | | Submitted herewith |
| 101.SCH | *** | Inline XBRL Schema Document | | Submitted herewith |
| 101.CAL | *** | Inline XBRL Calculation Linkbase Document | | Submitted herewith |
| 101.LAB | *** | Inline XBRL Label Linkbase Document | | Submitted herewith |
| 101.PRE | *** | Inline XBRL Presentation Linkbase Document | | Submitted herewith |
| 101.DEF | *** | Inline XBRL Definition Linkbase Document | | Submitted herewith |
| 104 | *** | Cover Page Inline Interactive Data File (contained in Exhibit 101) | | Submitted herewith |
- Indicates a management contract or compensatory plan or arrangement.
** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.
*** Exhibits 101 and 104 to this report consist of documents formatted in XBRL (Extensible Business Reporting Language) and filed with the Securities and Exchange Commission; they are not included in printed copies of this Report.
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