Form 8-K

8-K — ESCO TECHNOLOGIES INC

Accession: 0001104659-26-043869

Filed: 2026-04-15

Period: 2026-04-15

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 — tm2611891d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2611891d1_ex99-1.htm)

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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):

April 15, 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

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

On April 15, 2026, ESCO Technologies Inc. (the “Registrant”)

issued a press release (furnished as Exhibit 99.1 to this report) announcing preliminary earnings results for the second quarter of fiscal

2026.

Item 7.01 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

Press Release dated April 15, 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.

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 the Registrant does not intend them to be active links

to its web site. Information contained on the Registrant’s web site 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: April 15, 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: tm2611891d1_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 ANNOUNCES AGREEMENT TO ACQUIRE MEGGER

GROUP LIMITED

- Global Provider of Test, Monitoring and Data

Analytics Solutions for Electric Power Assets -

- Adds Complementary Portfolio of Products Expanding

Presence in International Markets -

- Continues Transformational Shift Towards High

Margin/High Growth End-Markets -

ST. LOUIS, April 15, 2026 – ESCO Technologies Inc. (NYSE:

ESE) today announced that it has agreed to acquire the Megger Group Limited (Megger) business of TBG AG (TBG). Under

the terms of the definitive agreement ESCO will acquire Megger for total consideration of $2.35 billion, consisting of $0.9

billion in cash and ESCO equity valued at approximately $1.4 billion. The

cash portion will be funded through existing cash on hand and incremental debt, with committed financing in place. The value

represents approximately 14x projected 2026 EBITDA, including synergies.

Reflecting their confidence in ESCO’s growth and value creation,

TBG has agreed to certain lock-up provisions with respect to its equity ownership in ESCO common stock. Upon

closing of the transaction, TBG will have nomination rights for one seat on ESCO’s Board of Directors.

Megger is a leading global provider

of testing, monitoring, and data-driven solutions for utilities and critical electric infrastructure, including industrial, transportation,

data center and renewable end markets. Leveraging differentiated software and analytics capabilities, Megger empowers customers to operate

with confidence and efficiency. Megger has a strong presence across the globe with key hubs in the United Kingdom, Europe, North America,

and Asia.

Megger will become part of ESCO’s Utility Solution

Group (USG) segment. Their products and services include battery, cable, circuit breaker, relay, transformer, and motor test equipment,

on-line monitoring solutions, and data analytics for grid and electric power assets.

“This transformational transaction will

expand our scale and international reach, further strengthening our position as a valued partner to utilities worldwide. The addition

of Megger is a major milestone in our strategy to build a scaled, differentiated, high-margin utility solutions platform,” said

Bryan Sayler, President and Chief Executive Officer of ESCO Technologies. “We have long admired Megger and view it as an exceptional

strategic fit within our USG portfolio. Megger adds a respected and differentiated product portfolio, with highly complementary capabilities,

deep technical expertise, and strong customer and supplier relationships.”

“We are incredibly proud of the exceptional

platform we have built at Megger and believe ESCO is the ideal partner to accelerate the next stage of growth,” said Jeremy Abson,

Chief Executive Officer of TBG. “We believe in the strategic vision of what the Doble and Megger combination can be in the future

and are supportive of ESCO’s broader businesses and strategies.”

Compelling Strategic and Financial Benefits

· Adds a complementary portfolio of products: Megger adds complementary

test equipment that will expand our product offerings into key new areas across the electric utility end market. Together Doble and Megger

will deliver a more comprehensive set of solutions for our regulated electric utility customers.

· Expands scale and global presence: Megger has a strong global presence and will expand

both our product offerings in North America and our served markets in the United Kingdom, Europe, and Asia.

· Strong growth profile: Megger is expected to have approximately $590 million in revenue in 2026, with a strong growth outlook

for the future, driven by the need to maintain utility assets as they upgrade and expand grid infrastructure globally to meet the increasing

demand for electricity.

· Synergies: Through targeted collaboration between ESCO and

Megger, the combination is expected to realize approximately $60 million in cost synergies within the first three years

following closing.

· Continued expansion of ESCO’s exposure to high-growth, profitable

end markets: Approximately 85 percent of ESCO’s pro forma revenue is positioned to benefit from secular tailwinds across the

Utility and Aerospace & Defense end markets.

ESCO Preliminary Q2 2026 Earnings Results

The Company expects to report Q2 2026 results from Continuing

Operations which include Revenue of $309 million, GAAP EPS of $1.29, and Adjusted EPS of $1.91. These results reflect another quarter of strong sales

growth and margin improvement and are in excess of our prior guidance for the quarter.

The Company will report full second quarter results and an update to

the full year outlook after the market close on Thursday, May 7, 2026, followed by a conference call where the financial results and related

commentary will be discussed.

Advisors

J.P. Morgan Securities LLC acted as lead financial

advisor and Stephens Inc. acted as financial advisor to ESCO. Bryan Cave Leighton Paisner LLP is serving as legal counsel to ESCO. Rothschild

& Co acted as financial advisors to Megger and TBG. Willkie Farr & Gallagher LLP is serving as legal counsel to Megger and TBG.

Conference Call

The Company will host a conference call

tomorrow, April 16, at 7:30 a.m. Central Time, to discuss the acquisition. 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 Statement

Statements contained in this release regarding Management’s expectations

for Q2 Fiscal 2026 revenue, GAAP EPS and Adjusted EPS, as well as future growth, growth strategy, expectations, beliefs and benefits resulting from

the acquisition, and other statements which are not strictly historical are considered “forward-looking statements” within

the meaning of the safe harbor provisions of the Federal 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. There is no assurance that the acquisition will be consummated, and there are a number of risks and uncertainties

that could cause actual results to differ materially from the forward-looking statements made herein. The risks and uncertainties in connection

with such forward-looking statements related to the acquisition include, but are not limited to, the ability and timing to consummate

the acquisition, including obtaining the required regulatory approvals and financing to fund the acquisition; ESCO’s ability to

promptly and effectively integrate the acquired business after the acquisition has closed, and ESCO’s ability to obtain expected

cost savings and synergies of the acquisition; operating costs, customer loss and business disruption (including difficulties maintaining

relationships with the employees, customers or suppliers of the acquired business) that may be greater than expected following the consummation

of the acquisition; and other risks and uncertainties described in Item 1A, Risk Factors, of ESCO’s annual report on Form 10-K for

the year ended September 30, 2025.

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

Reconciliation of Non-GAAP Financial Measures (Unaudited)

EPS – Adjusted Basis Reconciliation – Q2 2026

EPS – GAAP Basis Continuing Operations – Q2 2026

$ 1.29

Adjustments (defined below)

0.62

EPS – As Adjusted Basis – Q2 2026

$ 1.91

Adjustments

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

costs and $0.53 of acquisition related amortization.

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