Every material Form 8-K ESCO Technologies has filed with the SEC since October 01, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On October 1, 2026, ESCO Technologies completed its purchase of all shares of Megger Group Limited from TBG AG for about $2.3 billion, paid in $922 million cash and 5.10 million shares of common stock. The company funded the cash portion and refinancing with about $1.0 billion borrowed under a new credit agreement, which replaced its existing credit agreement. Shareholders face higher debt and dilution from the new shares, and the seller gains a board seat right while it holds at least 50% of the consideration shares.
Purchase price of about $2.3 billion: $922 million in cash and 5.10 million shares of common stock, subject to a cash post-closing adjustment for net debt and working capital
New $1.5 billion credit facilities (revolver, Term Loan A and Term Loan B, $500 million each) became effective on the closing date, with about $1.0 billion borrowed
Existing credit agreement, scheduled to mature August 30, 2028, was terminated on the closing date
Board increased from eight to nine members; Jeremy P. Abson elected as a director effective October 1, 2026
ESCO Technologies reported fiscal third-quarter 2026 sales of $339 million, up 14% from a year earlier, with GAAP EPS from continuing operations up 31% to $1.26 and adjusted EPS up 38% to $2.20. The company raised its full-year fiscal 2026 adjusted EPS guidance to $8.30 to $8.40 per share and raised the lower end of its sales guidance to $1.30 to $1.33 billion.
Q3 2026 sales rose $43 million (14%) to $339 million; organic sales rose 8%, and Maritime contributed $23 million of growth
Q3 2026 GAAP EPS from continuing operations was $1.26 versus $0.96 a year earlier; adjusted EPS was $2.20 versus $1.60
Full-year fiscal 2026 adjusted EPS guidance is $8.30 to $8.40, up from $8.00 to $8.25 in May; Q4 2026 adjusted EPS is expected at $2.55 to $2.65
The pending Megger Group acquisition is expected to close in Q1 of fiscal 2027, and the next quarterly dividend is $0.08 per share, payable October 15, 2026
ESCO Technologies entered a new credit agreement on May 29, 2026, with a group of banks led by JPMorgan Chase Bank. The facilities take effect at the closing of an unnamed Transaction and will replace the company's existing credit agreement, which will be terminated at that point. The filing says the borrowings will fund the cash portion of the Transaction's purchase price, refinance existing debt and pay transaction costs, which makes the financing significant for shareholders.
New facilities include a $500 million senior secured revolving credit facility and a $500 million term loan A facility.
A term loan B facility is not yet syndicated and is expected to be up to $500 million in initial principal.
The existing credit agreement, dated August 30, 2023 and scheduled to mature August 30, 2028, will be terminated when the new agreement takes effect.
ESCO Technologies reported fiscal second-quarter 2026 sales of $309 million, up 33.5% from a year earlier, with GAAP EPS from continuing operations of $1.29 and adjusted EPS of $1.91. The company raised its full-year adjusted EPS guidance to $8.00 to $8.25 per share while keeping its revenue guidance at $1.29 billion to $1.33 billion, which signals higher expected profit for shareholders.
Q2 sales rose $78 million (33.5%) to $309 million; organic sales grew 12.8%, and the Maritime acquisition added $48 million.
GAAP EPS from continuing operations was $1.29 versus $1.02; adjusted EPS was $1.91 versus $1.17.
FY2026 adjusted EPS guidance raised to $8.00 to $8.25 from $7.90 to $8.15; revenue guidance maintained at $1.29 billion to $1.33 billion.
The pending Megger Group acquisition is expected to close in Q1 of fiscal 2027.
ESCO Technologies agreed on April 15, 2026 to buy Megger Group Limited from TBG AG for about $2.35 billion, consisting of $922 million in cash and 5.10 million new ESCO common shares, subject to a cash post-closing adjustment. Closing depends on US antitrust, national security and foreign approvals, and the deal can be terminated if closing conditions are not met by April 15, 2027.
Purchase price is about $2.35 billion: $922 million in cash plus 5.10 million ESCO common shares
ESCO obtained a Commitment Letter from JPMorgan Chase Bank, N.A. for up to $1,500 million in best-efforts senior secured facilities, with a $975 million bridge loan as a fallback
After closing, TBG AG would have the right to one board seat while it holds at least 50% of the consideration shares
Closing requires approvals under HSR, CFIUS and DCSA, plus foreign merger control and investment laws
ESCO Technologies agreed to acquire the Megger Group business of TBG AG for total consideration of $2.35 billion, made up of $0.9 billion in cash and ESCO equity valued at about $1.4 billion. The company also said preliminary second-quarter 2026 results were above its prior guidance, with revenue of $309 million, GAAP EPS of $1.29 and adjusted EPS of $1.91.
Deal value: $2.35 billion, including $0.9 billion in cash and about $1.4 billion in ESCO equity; cash to come from cash on hand and incremental debt, with committed financing in place
Megger is expected to have about $590 million in revenue in 2026; the deal values it at about 14x projected 2026 EBITDA, including synergies
Expected cost synergies of about $60 million within three years of closing; TBG would receive one board seat after closing
Preliminary Q2 2026: revenue $309 million, GAAP EPS $1.29, adjusted EPS $1.91; full results and outlook update due after the market close on May 7, 2026
ESCO Technologies reported first-quarter fiscal 2026 sales of $290 million, up 35% from a year earlier, and GAAP earnings per share from continuing operations of $1.11, up 41%. The company raised its full-year adjusted EPS guidance to $7.90 to $8.15 per share, which the filing says reflects a midpoint increase of $0.38.
Q1 sales rose $75 million (35.0%) to $290 million; entered orders rose 143% to $557 million.
GAAP EPS from continuing operations was $1.11, up from $0.79; adjusted EPS was $1.64, up from $0.95.
Full-year fiscal 2026 revenue guidance raised by $20 million to $1.29 billion to $1.33 billion; adjusted EPS guidance raised to $7.90 to $8.15 from $7.50 to $7.80.
Quarterly dividend of $0.08 per share is payable April 17, 2026 to holders of record on April 2, 2026.
ESCO Technologies reported fourth quarter fiscal 2025 sales of $353 million, up 28.9 percent, and GAAP earnings per share from continuing operations of $1.73, up from $1.52 a year earlier. Results include the Maritime acquisition and exclude VACCO Industries, which was sold in the quarter for an after-tax gain of $173 million. The company expects fiscal 2026 Adjusted EPS of $7.50 to $7.80, an increase of 24 to 29 percent, and filed separate details of fiscal 2026 executive equity awards.
Q4 2025 sales rose $79 million (28.9 percent) to $353 million; organic sales rose 7.7 percent
Q4 2025 GAAP EPS from continuing operations was $1.73 versus $1.52; Adjusted EPS was $2.32 versus $1.79
FY 2025 net sales were $1.1 billion, up 19.2 percent; FY 2025 GAAP EPS from continuing operations was $4.49
FY 2026 guidance: net sales of $1.27 to $1.31 billion and Adjusted EPS of $7.50 to $7.80
ESCO reported fiscal third-quarter 2025 sales of $296.3 million, up 27% from a year earlier, and adjusted EPS from continuing operations of $1.60, up 25%, while GAAP EPS fell 13% to $0.96 after acquisition costs. The company raised its full-year 2025 revenue guidance by $20 million to a range of $1.075 billion to $1.105 billion and set adjusted EPS guidance at $5.75 to $5.90 for continuing operations, after the July 21, 2025 sale of VACCO Industries and the addition of Maritime.
Q3 sales were $296.3 million, up $62.7 million (27%); organic sales rose 11% excluding Maritime
GAAP EPS from continuing operations was $0.96, down 13% from $1.10; adjusted EPS was $1.60, up 25% from $1.28
FY2025 revenue guidance raised to $1.075 billion to $1.105 billion; adjusted EPS guidance set at $5.75 to $5.90
Quarterly dividend of $0.08 per share payable October 16, 2025 to holders of record on October 2, 2025
ESCO Technologies reported fiscal second-quarter 2025 results for the quarter ended March 31, 2025, with sales up 7% to $265.5 million and adjusted EPS up 24% to $1.35. The company raised its FY 2025 adjusted EPS guidance by $0.10 to $5.65-$5.85 excluding Maritime, and it closed the SM&P acquisition, now ESCO Maritime Solutions, on April 25.
Q2 sales were $265.5 million, up from $249.1 million; entered orders were $290.8 million, a book-to-bill of 1.10x
GAAP EPS was $1.20 versus $0.90 a year earlier; adjusted EPS was $1.35 versus $1.09
FY 2025 adjusted EPS guidance was raised to $5.65-$5.85 excluding Maritime, or $5.85-$6.15 including Maritime, from $5.55-$5.75
Q3 2025 adjusted EPS guidance excluding Maritime is $1.50-$1.60; the $0.08 quarterly dividend is payable July 17, 2025
ESCO Technologies closed its acquisition of the Signature Management & Power (SM&P) business from Ultra Electronics Holdings on April 25, 2025, for an approximate $550 million cash price subject to customary adjustments. The company funded the deal with cash on hand and proceeds from previously completed debt financings, and said its FY 2025 guidance does not yet include SM&P and will be updated on May 7, 2025.
Closed April 25, 2025; purchase price approximately $550 million in cash, subject to customary adjustments for cash, debt, working capital and transaction expenses
Acquired Ultra PMES Limited, Measurement Systems, Inc., EMS Development Corporation and DNE Technologies, Inc.
SM&P will become part of the Aerospace & Defense segment; FY 2025 guidance excludes its impact until the Q2 2025 earnings announcement on May 7, 2025
ESCO reported fiscal first-quarter 2025 sales of $247.0 million, up 13.2%, and GAAP EPS of $0.91 versus $0.59 a year earlier. The company raised its full-year fiscal 2025 adjusted EPS guidance to $5.55 to $5.75 from $5.30 to $5.50, though it now excludes acquisition-related amortization from adjusted EPS. The filing also covered the annual meeting, where directors and executive pay were approved, and a board reduction from nine to eight directors.
Q1 fiscal 2025 sales were $247.0 million, up from $218.3 million; GAAP EPS was $0.91 versus $0.59.
Adjusted EPS excluding acquisition-related amortization was $1.07, up 41% from $0.76 a year earlier.
Full-year fiscal 2025 adjusted EPS guidance raised by $0.25 to $5.55 to $5.75; Q2 adjusted EPS guidance is $1.20 to $1.30.
Pending $550 million SM&P acquisition; US closing conditions met, UK review in final stages. Board size cut to eight after Leon J. Olivier retired.
ESCO Technologies reported fourth-quarter sales up 9.5% to $299 million and fiscal 2024 sales up 7.4% to $1.03 billion, with GAAP EPS of $1.32 for the quarter and $3.94 for the year. The company guided fiscal 2025 sales to $1.09 to $1.11 billion and adjusted EPS to $4.70 to $4.90, excluding the pending $550 million SM&P acquisition and a strategic review of its VACCO Space business.
Q4 2024 sales rose $26 million (9.5%) to $299 million; GAAP EPS was $1.32 and adjusted EPS was $1.46, up 16.8%.
FY 2024 sales rose 7.4% to $1.03 billion; GAAP EPS was $3.94 and adjusted EPS was $4.18.
FY 2025 guidance: sales of $1.09 to $1.11 billion and adjusted EPS of $4.70 to $4.90, excluding the SM&P acquisition and the VACCO Space review.
Q4 2024 entered orders fell 14.9% to $289 million; the company did not repurchase shares in Q4.
ESCO Technologies increased the size of its Class II board seats from two to three and appointed Penelope M. Conner to fill the new seat, effective October 17, 2024. The Federal Energy Regulatory Commission approved the change on October 17, which was a required prior condition.
Class II board size increased from two to three members, effective October 17, 2024
Penelope M. Conner elected Class II director, serving a term ending at the 2025 annual meeting
Conner also joined the Nominating and Corporate Governance Committee
FERC approval granted October 17 as a prior requirement
ESCO Technologies increased the size of Class I of its Board from two to three members and named David A. Campbell to fill the new seat, effective September 25, 2024. Mr. Campbell's term runs to the 2027 annual meeting, and he also joined the Audit and Finance Committee; the Federal Energy Regulatory Commission approved the change on September 25.
Class I board seats increased from two to three, effective September 25, 2024
David A. Campbell elected Class I director, term ending at the 2027 annual meeting
Mr. Campbell joined the Audit and Finance Committee upon starting his term
FERC prior approval for the position was granted on September 25
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