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 ~~February~~March 1811, 2025

ESPEY MFG & ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

New York		001-04383		14-1387171
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

233 Ballston Avenue, Saratoga Springs, New York 12866

(Address of principal executive offices)

(518) 584-4100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock $.33-1/3 par value	ESP	NYSE American

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~1

~~Katrina~~ITEM ~~Sparano~~5.02. ~~retired~~Departure asof ~~the~~Directors ~~Company’s~~or ~~Chief Financial~~Certain ~~Officer~~Officers; ~~and~~Election ~~Treasurer~~of ~~effective~~Directors; ~~February~~Appointment ~~15,~~of ~~2025.~~Certain ~~Kaitlyn~~Officers; ~~O’Neil~~Compensatory ~~was~~Arrangements ~~appointed~~of asCertain ~~the Company’s new Principal Financial Officer and Treasurer, effective such date~~Officers.

~~Ms.~~On ~~O’Neil~~March 7, ~~age 32~~2025, ~~has~~the ~~been~~Company ~~employed~~entered byinto ~~the~~new ~~Company~~employment ~~since~~agreements ~~January~~with 6Jennifer Pickering, ~~2025.~~its ~~From~~Chief ~~September~~Human ~~2021~~Resources ~~until~~Officer ~~her~~and ~~employment~~Corporate bySecretary ~~the~~and ~~Company,~~with ~~she~~Kaitlyn ~~was employed by Octo Telematics North America~~O’Neil, ~~LLC,~~its ~~Auburndale,~~Principal MAFinancial asOfficer ~~Finance~~and ~~Director~~Treasurer. ~~Prior~~The ~~thereto,~~agreements ~~from~~will ~~April~~automatically ~~2017~~renew toannually ~~September~~unless ~~2021,~~either ~~she~~party ~~was~~gives ~~employed~~notice byat ~~Precisely Holdings, LLC,~~least ~~Burlington,~~60 ~~MA,~~days inprior ~~various~~to ~~finance~~that ~~department~~date ~~positions.~~of ~~From~~an ~~January~~intention ~~2015~~not to ~~April 2017, she was employed by KPMG LLP as Senior Audit Associate~~renew.

~~Ms.~~ ~~O’Neil~~Each isof athe ~~Certified~~new ~~Public~~employment ~~Accountant.~~agreements cover Inthe ~~her~~duties, ~~prior~~exclusivity, place of employment, ~~she~~and ~~was~~compensation ~~engaged~~and inbenefits offered ~~financial~~to ~~planning~~each ~~and~~officer. ~~analysis,~~The ~~tax~~agreements ~~compliance~~also specify that if Ms. Pickering or Ms. O’Neil are terminated without cause, ~~the~~or ~~financial~~if ~~aspects~~they ofvoluntarily ~~merger~~terminate ~~and~~employment ~~acquisition~~for ~~activity~~“good reason”, ~~and~~they ~~the~~are ~~audits~~entitled to severance pay equal to 9 months of ~~publicly~~their ~~traded~~base ~~companies~~salary.

Ms. O’Neil is unrelated to David O’Neil, the Company’s President and Chief Executive Officer.

Item 8.01. Other Events.

On February 18, 2025, the Company issued a press release announcing the retirement of Katrina Sparano, Chief Finance Officer and Treasurer and the appointment of Kaitlyn O’Neil as Principal Financial Officer and Treasurer. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit 9910.~~1 Press~~21 ~~Release~~Executive ~~dated~~Employment ~~February~~Agreement ~~18,~~with ~~2025~~Jennifer Pickering

Exhibit 10.22 Executive Employment Agreement with Kaitlyn O’Neil

SIGNATURES

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: February 18, 2025		ESPEY MFG. & ELECTRONICS CORP.
Date: March 11, 2025		ESPEY MFG. & ELECTRONICS CORP.
	By:	/s/ David O’Neil
		David O’Neil Chief Executive Officer

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