EnerSys (ENS) doubles quarterly earnings and advances lithium plant plan
EnerSys reported stronger results for the quarter ended July 5, 2026. Net sales were $935.6 million, up 4.8% year over year, driven by higher price/mix, modest volume growth and favorable currency. Network & Infrastructure and Precision Power segments grew, while Industrial Mobility declined modestly.
Gross profit rose to $313.4 million, a 33.5% margin, up 510 basis points, reflecting 45X production tax credits, IEEPA tariff refunds and improved pricing. Net earnings attributable to stockholders more than doubled to $116.5 million, with diluted EPS of $3.09. Operating cash flow was $230.2 million, lifting cash to $530.7 million against long-term debt of $1.01 billion.
The company continued restructuring, including planned plant closures in Tijuana, Sao Paulo and Monterrey, incurring $10.7 million in restructuring and exit charges. It repurchased $50.0 million of stock in the quarter and a further ~$50.0 million after quarter-end, and announced a planned $650 million lithium cell plant in South Carolina supported by an expected $150 million DOE grant and state incentives.
Positive
- Net earnings more than doubled to $116.5 million from $57.5 million, with diluted EPS rising to $3.09 from $1.46, reflecting stronger margins and one-time benefits.
- Gross profit increased 23.8% to $313.4 million and margin expanded 510 bps to 33.5%, supported by 45X tax credits, IEEPA tariff refunds and favorable price/mix.
- Operating cash flow was a robust $230.2 million for the quarter, increasing cash and cash equivalents to $530.7 million and supporting substantial liquidity.
- Network & Infrastructure Solutions and Precision Power Solutions segments delivered strong growth, with sales up 9.4% and 23.6%, respectively, on higher volumes and pricing.
- EnerSys plans a $650 million lithium-ion cell plant in South Carolina, backed by an expected $150 million DOE grant and about $200 million in state and local incentives.
- Primary operating capital efficiency improved, with the ratio declining from 27.8% to 22.9%, aided by higher receivables securitization under the Amended Receivables Purchase Agreement.
Negative
- Restructuring and other exit charges rose 82.7% year over year to $10.7 million, reflecting ongoing plant closures in Tijuana, Sao Paulo and Monterrey.
- Industrial Mobility Solutions segment net sales declined 3.2%, driven by a 5% volume drop amid macro uncertainty in the material handling market.
- EnerSys continues to carry substantial debt, with $1.01 billion of long-term debt and $600 million in Senior Notes outstanding, creating ongoing interest and refinancing exposure.
- Segment and footprint rationalization involves multiple facility closures and workforce reductions, which may create execution and transition risk despite expected long-term efficiencies.
Key Figures
Net sales: $935,641,000
Net earnings attributable to stockholders: $116,450,000
Diluted EPS: $3.09
+5 more
8 metrics
Net sales
$935,641,000
Quarter ended July 5, 2026; up 4.8% vs prior-year quarter
Net earnings attributable to stockholders
$116,450,000
Quarter ended July 5, 2026; up from $57,458,000
Diluted EPS
$3.09
Quarter ended July 5, 2026; prior-year quarter $1.46
Gross margin
33.5%
Quarter ended July 5, 2026; up from 28.4% (510 bps increase)
Net cash from operating activities
$230,161,000
Quarter ended July 5, 2026
Cash and cash equivalents
$530,663,000
Balance sheet as of July 5, 2026
Long-term debt, net
$1,010,265,000
As of July 5, 2026, net of unamortized issuance costs
Share repurchases in quarter
$49,958,000
219,204 shares bought during quarter ended July 5, 2026
Key Terms
Receivables Purchase Agreement, net investment hedges, Accumulated Other Comprehensive Income, primary operating capital, +2 more
6 terms
Receivables Purchase Agreement financial
"entered into an amendment to its existing Receivables Purchase Agreement ("Amended RPA")"
A receivables purchase agreement is a contract where a company sells its outstanding invoices or amounts owed by customers to a buyer in exchange for immediate cash, usually at a discount. Investors care because it improves a company’s short‑term cash flow and can change reported assets, liabilities and risk exposure—like selling IOUs to get money now instead of waiting, which affects liquidity and the firm’s financial picture.
net investment hedges financial
"uses cross currency fixed interest rate swaps to hedge its net investments in foreign operations"
A net investment hedge is a financial step a company takes to protect the reported value of its ownership in foreign subsidiaries from swings in exchange rates. By using derivatives or foreign‑currency borrowings to offset translation gains or losses, the company reduces how much its balance sheet and reported equity jump around when currencies move — like locking a price tag on a foreign store so its value in the home currency stays steadier for investors.
Accumulated Other Comprehensive Income financial
"reclassified from AOCI as part of cost of goods sold and interest expense"
Accumulated other comprehensive income is a running total on a company’s balance sheet that records certain gains and losses not included in reported profit, such as unrealized gains or losses on some investments, currency translation differences, and pension plan adjustments. Think of it like items in a shopping cart you haven’t paid for yet: it doesn’t affect current profit but changes the company’s overall equity and signals potential future swings in value that investors should watch.
primary operating capital financial
"We define primary operating capital as accounts receivable, plus inventories, minus accounts payable"
International Emergency Economic Powers Act regulatory
"tariffs levied since February 2025 under the International Emergency Economic Powers Act"
A U.S. law that gives the president broad authority to control trade, financial transactions, and assets during a declared national emergency, such as by imposing sanctions, freezing property, or restricting exports and imports. For investors it matters because those powers can suddenly block deals, cut off access to markets or funds, and change the value of companies or securities much like an emergency brake that can stop or reroute economic activity overnight.
Pillar 2 financial
"implement a global minimum corporate tax of 15% for companies... referred to as Pillar 2"
Earnings Snapshot
Net sales: $935,641,000
Quarter ended July 5, 2026
Net sales
$935,641,000
Up 4.8% vs quarter ended June 29, 2025
Net earnings attributable to EnerSys stockholders
$116,450,000
Increased from $57,458,000 in prior-year quarter
Diluted EPS
$3.09
Increased from $1.46 in prior-year quarter
Gross profit margin
33.5%
Up from 28.4%, a 510 basis point increase
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FAQ
How did EnerSys (ENS) perform financially in the quarter ended July 5, 2026?
EnerSys reported net sales of $935.6 million, up 4.8% year over year, and net earnings of $116.5 million. Diluted EPS was $3.09, more than double the prior-year quarter, supported by margin expansion and tax and tariff-related benefits.
Which EnerSys (ENS) segments drove revenue growth this quarter?
Network & Infrastructure Solutions revenue grew 9.4% to $428.3 million, and Precision Power Solutions rose 23.6% to $100.5 million. Industrial Mobility Solutions declined 3.2% to $406.8 million, reflecting weaker material handling demand but a transportation rebound.
How strong is EnerSys (ENS) liquidity and debt position as of July 5, 2026?
EnerSys held $530.7 million in cash and cash equivalents and had about $576.7 million of available, undrawn committed credit. Long-term debt, net of issuance costs, was $1.01 billion, primarily Senior Notes and borrowings under the Third Amended Revolver.
What restructuring and plant closure actions is EnerSys (ENS) undertaking?
EnerSys is closing facilities in Tijuana, Monterrey and Sao Paulo, tied to shifting demand from legacy lead-acid and flooded products. It recorded $10.7 million in restructuring and exit charges this quarter and expects additional charges as programs progress toward fiscal 2027 completion.
What is EnerSys (ENS) planning for lithium-ion manufacturing in South Carolina?
EnerSys plans a $650 million lithium-ion cell plant in Greenville, South Carolina, with initial capacity around 1 GWh. A revised DOE grant is expected to provide about $150 million, plus roughly $200 million in state and local incentives, with EnerSys funding the balance from operating cash flow.
How did government tariffs and tax credits impact EnerSys (ENS) results?
EnerSys recognized a $30.9 million reduction in cost of goods sold from IEEPA tariff refunds and continues to benefit from IRC 45X production tax credits. Together these items materially lifted gross margin and operating earnings in the quarter.
What share repurchase and dividend actions did EnerSys (ENS) take?
EnerSys repurchased 219,204 shares for $50.0 million in the quarter and a further 249,893 shares for about $50.0 million after quarter-end. It paid a quarterly dividend of $0.2625 per share and later approved an increase to $0.2875 per share.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended July 5, 2026
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-32253
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 610 -208-1991
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
| ý | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). ☐ Yes ý No.
Common Stock outstanding at August 7, 2026: 36,065,224 shares
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EnerSys
INDEX – FORM 10-Q
| Page | |||||||||||
PART I – FINANCIAL INFORMATION | |||||||||||
| Item 1. | Financial Statements | ||||||||||
Consolidated Condensed Balance Sheets (Unaudited) as of July 5, 2026 and March 31, 2026 | 3 | ||||||||||
Consolidated Condensed Statements of Income (Unaudited) for the Quarters Ended July 5, 2026 and June 29, 2025 | 4 | ||||||||||
Consolidated Condensed Statements of Comprehensive Income (Unaudited) for the Quarters Ended July 5, 2026 and June 29, 2025 | 5 | ||||||||||
Consolidated Condensed Statements of Cash Flows (Unaudited) for the Three Months Ended July 5, 2026 and June 29, 2025 | 6 | ||||||||||
Notes to Consolidated Condensed Financial Statements (Unaudited) | 7 | ||||||||||
1 | Basis of Presentation | 7 | |||||||||
2 | Revenue Recognition | 8 | |||||||||
3 | Accounts Receivable | 8 | |||||||||
4 | Inventories | 9 | |||||||||
5 | Fair Value of Financial Instruments | 9 | |||||||||
6 | Derivative Financial Instruments | 10 | |||||||||
7 | Income Taxes | 13 | |||||||||
8 | Warranty | 14 | |||||||||
9 | Commitments, Contingencies and Litigation | 14 | |||||||||
10 | Restructuring and Other Exit Charges | 15 | |||||||||
11 | Debt | 18 | |||||||||
12 | Retirement Plans | 19 | |||||||||
13 | Stock-Based Compensation | 19 | |||||||||
14 | Stockholders’ Equity and Noncontrolling Interests | 19 | |||||||||
15 | Earnings Per Share | 23 | |||||||||
16 | Business Segments | 23 | |||||||||
17 | Subsequent Events | 25 | |||||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 26 | |||||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 38 | |||||||||
| Item 4. | Controls and Procedures | 40 | |||||||||
PART II – OTHER INFORMATION | |||||||||||
| Item 1. | Legal Proceedings | 41 | |||||||||
| Item 1A. | Risk Factors | 41 | |||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 42 | |||||||||
| Item 4. | Mine Safety Disclosures | 42 | |||||||||
| Item 5. | Other Information | 42 | |||||||||
| Item 6. | Exhibits | 43 | |||||||||
SIGNATURES | 44 | ||||||||||
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| PART I – | FINANCIAL INFORMATION | ||||
| ITEM 1. | FINANCIAL STATEMENTS | ||||
EnerSys
Consolidated Condensed Balance Sheets (Unaudited)
(In Thousands, Except Share and Per Share Data)
| July 5, 2026 | March 31, 2026 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable, net of allowance for doubtful accounts: July 5, 2026 - $ | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepaid and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant, and equipment, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Deferred taxes | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Short-term debt | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Accrued expenses | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, net of unamortized debt issuance costs | ||||||||||||||
| Deferred taxes | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Equity: | ||||||||||||||
Preferred Stock, $ | ||||||||||||||
Common Stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury stock at cost, | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total EnerSys stockholders’ equity | ||||||||||||||
| Nonredeemable noncontrolling interests | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See accompanying notes.
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EnerSys
Consolidated Condensed Statements of Income (Unaudited)
(In Thousands, Except Share and Per Share Data)
| Quarter ended | ||||||||||||||
| July 5, 2026 | June 29, 2025 | |||||||||||||
| Sales from products | $ | $ | ||||||||||||
| Sales from services | ||||||||||||||
| Net sales | ||||||||||||||
| Cost of goods sold | ||||||||||||||
| Cost of services | ||||||||||||||
| Gross profit | ||||||||||||||
| Operating expenses | ||||||||||||||
| Restructuring and other exit charges | ||||||||||||||
| Operating earnings | ||||||||||||||
| Interest expense | ||||||||||||||
| Other expense (income), net | ||||||||||||||
| Earnings before income taxes | ||||||||||||||
| Income tax expense | ||||||||||||||
| Net earnings attributable to EnerSys stockholders | $ | $ | ||||||||||||
| Net earnings per common share attributable to EnerSys stockholders: | ||||||||||||||
| Basic | $ | $ | ||||||||||||
| Diluted | $ | $ | ||||||||||||
| Dividends per common share | $ | $ | ||||||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||
| Basic | ||||||||||||||
| Diluted | ||||||||||||||
See accompanying notes.
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EnerSys
Consolidated Condensed Statements of Income (Unaudited)
(In Thousands, Except Share and Per Share Data)
| Quarter ended | ||||||||||||||||||||||||||
| July 5, 2026 | June 29, 2025 | |||||||||||||||||||||||||
| Net earnings | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Net unrealized gain (loss) on derivative instruments, net of tax | ||||||||||||||||||||||||||
| Pension funded status adjustment, net of tax | ( | |||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
| Total comprehensive income (loss) | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to EnerSys stockholders | $ | $ | ||||||||||||||||||||||||
See accompanying notes.
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EnerSys
Consolidated Condensed Statements of Cash Flows (Unaudited)
(In Thousands)
| Quarter ended | ||||||||||||||
| July 5, 2026 | June 29, 2025 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net earnings | $ | $ | ||||||||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Write-off of assets relating to exit activities | ( | |||||||||||||
| Derivatives not designated in hedging relationships: | ||||||||||||||
| Net losses (gains) | ( | |||||||||||||
| Cash (settlements) proceeds | ||||||||||||||
| Provision for doubtful accounts | ( | |||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||
| Non-cash interest expense | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Loss (gain) on disposal of property, plant, and equipment | ||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | ||||||||||||||
| Inventories | ( | ( | ||||||||||||
| Prepaid and other current assets | ( | |||||||||||||
| Other assets | ||||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued expenses | ( | ( | ||||||||||||
| Other liabilities | ||||||||||||||
| Net cash provided by (used in) operating activities | ||||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Purchase of business | ( | |||||||||||||
| Proceeds from disposal of property, plant, and equipment | ||||||||||||||
| Net cash (used in) provided by investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Net borrowings (repayments) on short-term debt | ( | |||||||||||||
| Proceeds from Second Amended Revolver borrowings | ||||||||||||||
| Repayments of Second Amended Revolver borrowings | ( | ( | ||||||||||||
| Options proceeds, net | ||||||||||||||
| Purchase of treasury stock | ( | ( | ||||||||||||
| Dividends paid to stockholders | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Net cash (used in) provided by financing activities | ( | |||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Net increase (decrease) in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
See accompanying notes.
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EnerSys
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
(In Thousands, Except Share and Per Share Data)
1. Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments except those otherwise described herein) considered necessary for a fair presentation have been included, unless otherwise disclosed. Operating results for the current quarter ended July 5, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2027.
The Consolidated Condensed Balance Sheet at March 31, 2026 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
The financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s 2026 Annual Report on Form 10-K (SEC File No. 001-32253), which was filed on May 20, 2026 (the “2026 Annual Report”).
EnerSys (the “Company”) reports interim financial information for 13-week periods, except for the first quarter, which always begins on April 1, and the fourth quarter, which always ends on March 31. The four quarters in fiscal 2027 end on July 5, 2026, October 4, 2026, January 3, 2027, and March 31, 2027, respectively. The four quarters in fiscal 2026 ended on June 29, 2025, September 28, 2025, December 28, 2025, and March 31, 2026, respectively.
The Consolidated Condensed Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and any partially owned subsidiaries that the Company has the ability to control. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions take into account historical and forward looking factors that the Company believes are reasonable, and the Company’s estimates and assumptions may evolve as conditions change. Actual results could differ from those estimates.
Examples of significant estimates include the allowance for credit losses, the recoverability of property, plant and equipment, the incremental borrowing rate for lease liabilities, the recoverability of intangible assets and other long-lived assets, fair value measurements, including those related to financial instruments, fair value of goodwill and intangible assets, valuation allowances on tax assets, production tax credits under the Inflation Reduction Act, pension and postretirement benefit obligations, contingencies and the identification and valuation of assets acquired and liabilities assumed in connection with business combinations.
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board issued a final standard on disaggregation of income statement expenses. The standard requires disclosure of more detailed information about certain costs and expenses in the notes to the financial statements. The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted. The standard is applied prospectively with an option for retrospective adoption. The Company is currently evaluating the impact of adopting this standard on its disclosures.
In December 2025, the Financial Accounting Standards Board issued a final standard on accounting for governmental grants. The standard provides guidance on how business entities should recognize, measure, and present government grants received. The standard is effective for fiscal years beginning after December 15, 2028 and interim periods within those fiscal years. Early
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adoption is permitted. The standard may be applied using a modified prospective, modified retrospective, or retrospective approach. The Company is currently evaluating the impact of adopting this standard on its disclosures.
2. Revenue Recognition
The Company’s revenues by reportable segments are presented in Note 16 and are consistent with how we organize and manage our operations, as well as product line net sales information.
Service revenues related to the work performed for the Company’s customers by its maintenance technicians generally represent a separate and distinct performance obligation. Control for these services passes to the customer as the services are performed.
A small portion of the Company's customer arrangements oblige the Company to create customized products for its customers that require combining both products and services into a single performance obligation because the individual products and services that are required to fulfill the customer requirements do not meet the definition for a distinct performance obligation. These customized products generally have no alternative use to the Company and the terms and conditions of these arrangements give the Company the enforceable right to payment for performance completed to date, including a reasonable profit margin. For these arrangements, control transfers over time and the Company measures progress towards completion by selecting the input or output method that best depicts the transfer of control of the underlying goods and services to the customer for each respective arrangement. Methods used by the Company to measure progress toward completion include labor hours, costs incurred and units of production. Revenues recognized over time for the first quarter of fiscal 2027 and 2026 amounted to $41,518 and $37,496 , respectively.
On July 5, 2026, the aggregate transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations was approximately $210,640 , of which, the Company estimates that approximately $117,085 will be recognized as revenue in fiscal 2027, $58,415 in fiscal 2028, and $23,281 in fiscal 2029, $11,668 in fiscal 2030, and $191 in fiscal 2031 and after.
Any payments that are received from a customer in advance, prior to the satisfaction of a related performance obligation and billings in excess of revenue recognized, are deferred and treated as a contract liability. Advance payments and billings in excess of revenue recognized are classified as current or non-current based on the timing of when recognition of revenue is expected. As of July 5, 2026, the current and non-current portion of contract liabilities were $47,042 and $1,967 , respectively. As of March 31, 2026, the current and non-current portion of contract liabilities were $48,080 and $1,830 , respectively. Revenues recognized during the first quarter of fiscal 2027 and 2026 that were included in the contract liability at the beginning of the quarter amounted to $10,073 and $7,576 , respectively.
Amounts representing work completed and not billed to customers represent contract assets and were $88,975 and $93,798 as of July 5, 2026 and March 31, 2026, respectively.
The Company uses historic customer product return data as a basis of estimation for customer returns and records the reduction of sales at the time revenue is recognized. At July 5, 2026, the right of return asset related to the value of inventory anticipated to be returned from customers was $4,270 and refund liability representing amounts estimated to be refunded to customers was $6,810 .
3. Accounts Receivable
| July 5, 2026 | March 31, 2026 | |||||||||||||
| Accounts receivable | $ | $ | ||||||||||||
| Allowance for doubtful accounts | ||||||||||||||
| Accounts receivable, net | $ | $ | ||||||||||||
On December 15, 2025, the Company entered into an amendment to its existing Receivables Purchase Agreement ("Amended RPA"). Under the Amended RPA, the Company continuously sells its interest in designated pools of trade accounts receivables, at a discount, to a special purpose entity, which in turn sells certain of the receivables to unaffiliated financial institutions ("unaffiliated financial institutions") on a monthly basis. The Company may sell certain US-originated accounts receivable balances to a maximum amount of $250,000 plus an additional $50,000 accordion feature that is uncommitted and subject to certain additional conditions. The Amended RPA matures on December 15, 2028. In return for these sales, the Company receives a cash payment equal to the face value of the receivables and is charged a fee of Secured Overnight Financing Rate (“SOFR”) plus 85 basis points against the sold receivable balance. The program is conducted through EnerSys Finance LLC
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("EnerSys Finance"), an entity structured to be bankruptcy remote. The Company is deemed the primary beneficiary of EnerSys Finance as the Company has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive the benefits that could potentially be significant to the entity from the transfer of the trade accounts receivables into the special purpose entity. Accordingly, EnerSys Finance is included in the Company’s Consolidated Condensed Financial Statements.
Receivables sold to unaffiliated financial institutions under the program are excluded from “Accounts receivable, net” on the Company’s Consolidated Condensed Balance Sheets, and cash receipts are reflected as cash provided by operating activities on the Consolidated Condensed Statements of Cash Flows. The purchase price is received in cash when the receivables are sold, and fees charged relating to this balance are recorded to other (income) expense. Certain unsold receivables held by EnerSys Finance serve as collateral to unaffiliated financial institutions. These unsold receivables are included in “Accounts receivable, net” in the Company’s Consolidated Condensed Balance Sheets. The Company continues servicing the receivables which were sold and in exchange receives a servicing fee from EnerSys Finance under the program.
During the first quarter of fiscal 2027, the Company sold $336,186 of accounts receivables for $336,186 in proceeds to an unaffiliated financial institution, of which $336,186 were collected as of July 5, 2026. During the first quarter of fiscal 2026, the Company sold $189,892 of accounts receivables for $189,892 in net proceeds to an unaffiliated financial institution, of which $189,892 were collected as of June 29, 2025. Total collateralized accounts receivables of approximately $371,874 were held by EnerSys Finance at July 5, 2026.
4. Inventories
| July 5, 2026 | March 31, 2026 | |||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work-in-process | ||||||||||||||
| Finished goods | ||||||||||||||
| Total | $ | $ | ||||||||||||
5. Fair Value of Financial Instruments
Recurring Fair Value Measurements
The following tables represent the financial assets and (liabilities) measured at fair value on a recurring basis as of July 5, 2026 and March 31, 2026, and the basis for that measurement:
| Total Fair Value Measurement July 5, 2026 | Quoted Price in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||
| Lead forward contracts | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Foreign currency forward contracts | ||||||||||||||||||||||||||
| Interest Rate Swaps | ( | ( | ||||||||||||||||||||||||
| Net investment hedges | ( | ( | ||||||||||||||||||||||||
| Total derivatives | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
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Total Fair Value Measurement March 31, 2026 | Quoted Price in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||
| Lead forward contracts | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Foreign currency forward contracts | ||||||||||||||||||||||||||
| Interest Rate Swaps | ( | ( | ||||||||||||||||||||||||
| Net investment hedges | ( | ( | ||||||||||||||||||||||||
| Total derivatives | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
The fair values of lead forward contracts are calculated using observable prices for lead as quoted on the London Metal Exchange (“LME”) and, therefore, were classified as Level 2 within the fair value hierarchy, as described in Note 1- Summary of Significant Accounting Policies to the Company's Consolidated Financial Statements included in the 2026 Annual Report.
The fair values for foreign currency forward contracts and net investment hedges are based upon current quoted market prices and are classified as Level 2 based on the nature of the underlying market in which these derivatives are traded.
The fair value of interest rate swap agreements is based on observable prices as quoted for receiving the variable one-month term SOFR and paying fixed interest rates and, therefore, were classified as Level 2.
Financial Instruments
The fair values of the Company’s cash and cash equivalents approximate carrying value due to their short maturities.
The fair value of the Company’s short-term debt and borrowings under the credit facilities as included in Note 11, approximate their respective carrying value, as they are variable rate debt and the terms are comparable to market terms as of the balance sheet dates and are classified as Level 2.
The fair value of the Company's 2032 Notes and 2027 Notes (each as defined in Note 11 and collectively, the "Senior Notes"), represents the trading values based upon quoted market prices and are classified as Level 2. The 2032 Notes were trading at approximately 102 % and 102 % of face value on July 5, 2026 and March 31, 2026, respectively. The 2027 Notes were trading at approximately 99 % and 99 % of the face value on July 5, 2026 and March 31, 2026, respectively.
The carrying amounts and estimated fair values of the Company’s derivatives and Senior Notes at July 5, 2026 and March 31, 2026 were as follows:
| July 5, 2026 | March 31, 2026 | |||||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||
Senior Notes (1) | $ | $ | $ | $ | ||||||||||||||||||||||
Derivatives (2) | $ | $ | $ | $ | ||||||||||||||||||||||
(1)The fair value amount of the Senior Notes at July 5, 2026 and March 31, 2026 represent the trading value of the instruments.
(2)Represents lead, foreign currency forward contracts, interest rate swaps, and net investment hedges (see Note 6 for asset and liability positions of the lead, foreign currency forward contracts, interest rate swaps, and net investment hedges at July 5, 2026 and March 31, 2026).
6. Derivative Financial Instruments
The Company utilizes derivative instruments to reduce its exposure to fluctuations in commodity prices, foreign exchange rates and interest, under established procedures and controls. The Company does not enter into derivative contracts for speculative purposes. The Company’s agreements are with creditworthy financial institutions and the Company anticipates performance by counterparties to these contracts and therefore no material loss is expected.
Derivatives in Cash Flow Hedging Relationships
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Lead Forward Contracts
The Company enters into lead forward contracts to fix the price for a portion of its lead purchases. Management considers the lead forward contracts to be effective against changes in the cash flows of the underlying lead purchases. The vast majority of such contracts are for a period not extending beyond one year . At July 5, 2026 and March 31, 2026, the Company has hedged the price to purchase approximately 59.3 million pounds and 82.7 million pounds of lead, respectively, for a total purchase price of $53,363 and $74,909 , respectively.
Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts and options to hedge a portion of the Company’s foreign currency exposures for lead, as well as other foreign currency exposures so that gains and losses on these contracts offset changes in the underlying foreign currency denominated exposures. The vast majority of such contracts are for a period not extending beyond one year . As of July 5, 2026 and March 31, 2026, the Company had entered into a total of $24,102 and $36,771 , respectively, of such contracts.
Interest Rate Swap Agreements
The Company is exposed to changes in variable interest rates on borrowings under our credit agreement. On a selective basis, from time to time, it enters into interest rate swap agreements to reduce the negative impact that increases in interest rates could have on its outstanding variable rate debt. At July 5, 2026 and March 31, 2026, such agreements effectively convert $200,000
Derivatives in Net Investment Hedging Relationships
Net Investment Hedges
The Company uses cross currency fixed interest rate swaps to hedge its net investments in foreign operations against future volatility in the exchange rates between the U.S. Dollar and Euro.
On September 29, 2022, the Company entered into cross-currency fixed interest rate swap contracts with an aggregate notional amount of $150,000 , maturing on December 15, 2027. On July 2, 2024, the Company entered into cross-currency fixed interest rate swap contracts with an aggregate notional amount of $150,000 , maturing on January 15, 2029. Additionally, on December 23, 2024 and December 24, 2024 , the Company entered into cross-currency fixed interest rate swap contracts each with an aggregate notional amount of $150,000 , maturing on June 15, 2028 and December 15, 2026, respectively. The cross-currency fixed interest rate swap contracts qualify for hedge accounting as a net investment hedging instrument, which allows for them to be remeasured to foreign currency translation adjustment within AOCI (“Accumulated Other Comprehensive Income”) to offset the translation risk from those investments. Balances in the foreign currency translation adjustment accounts remain until the sale or substantially complete liquidation of the foreign entity, upon which they are recognized as a component of other income (expense).
Impact of Hedging Instruments on AOCI
In the coming twelve months, the Company anticipates that $5,505 of pretax gain relating to lead, foreign currency forward contracts, interest rate swaps, and net investment hedges will be reclassified from AOCI as part of cost of goods sold and interest expense. This amount represents the current net unrealized impact of hedging lead, foreign exchange rates and interest rates, which will change as market rates change in the future. This amount will ultimately be realized in the Consolidated Condensed Statements of Income as an offset to the corresponding actual changes in lead, foreign exchange rates and interest costs resulting from variable lead cost, foreign exchange and interest rates hedged.
Derivatives not Designated in Hedging Relationships
Foreign Currency Forward Contracts
The Company also enters into foreign currency forward contracts to economically hedge foreign currency fluctuations on intercompany loans and foreign currency denominated receivables and payables. These are not designated as hedging instruments and changes in fair value of these instruments are recorded directly in the Consolidated Condensed Statements of
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Income. As of July 5, 2026 and March 31, 2026, the notional amount of these contracts was $111,509 and $76,262 , respectively.
Presented below in tabular form is information on the location and amounts of derivative fair values in the Consolidated Condensed Balance Sheets and derivative gains and losses in the Consolidated Condensed Statements of Income:
Fair Value of Derivative Instruments
July 5, 2026 and March 31, 2026
| Derivatives and Hedging Activities Designated as Cash Flow Hedges | Derivatives and Hedging Activities Designated as Net Investment Hedges | Derivatives and Hedging Activities Not Designated as Hedging Instruments | ||||||||||||||||||||||||||||||||||||
| July 5, 2026 | March 31, 2026 | July 5, 2026 | March 31, 2026 | July 5, 2026 | March 31, 2026 | |||||||||||||||||||||||||||||||||
| Prepaid and other current assets: | ||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Accrued expenses: | ||||||||||||||||||||||||||||||||||||||
| Lead forward contracts | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net investment hedges | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other liabilities: | ||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||||||||||||||
| Net investment hedges | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The Effect of Derivative Instruments on the Consolidated Condensed Statements of Income
For the quarter ended July 5, 2026
| Derivatives Designated as Cash Flow Hedges | Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion) | Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | |||||||||||||||||
| Lead forward contracts | $ | ( | Cost of goods sold | $ | ( | |||||||||||||||
| Foreign currency forward contracts | Cost of goods sold | |||||||||||||||||||
| Interest rate swaps | Interest expense | ( | ||||||||||||||||||
| Total | $ | ( | $ | ( | ||||||||||||||||
| Derivatives Designated as Net Investment Hedges | Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion) | Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | |||||||||||||||||
| Cross currency fixed interest rate swaps | $ | Interest expense | $ | |||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in Income on Derivatives | Pretax Gain (Loss) | |||||||||
| Foreign currency forward contracts | Other (income) expense, net | $ | |||||||||
| Total | $ | ||||||||||
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The Effect of Derivative Instruments on the Consolidated Condensed Statements of Income
For the quarter ended June 29, 2025
| Derivatives Designated as Cash Flow Hedges | Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion) | Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | |||||||||||||||||
| Lead forward contracts | $ | Cost of goods sold | $ | ( | ||||||||||||||||
| Foreign currency forward contracts | ( | Cost of goods sold | ||||||||||||||||||
| Interest rate swaps | ( | Interest expense | ( | |||||||||||||||||
| Total | $ | ( | $ | ( | ||||||||||||||||
| Derivatives Designated as Net Investment Hedges | Pretax Gain (Loss) Recognized in AOCI on Derivative (Effective Portion) | Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | Pretax Gain (Loss) Reclassified from AOCI into Income (Effective Portion) | |||||||||||||||||
| Cross currency fixed interest rate swaps | $ | ( | Interest expense | $ | ( | |||||||||||||||
| Total | $ | ( | $ | ( | ||||||||||||||||
| Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in Income on Derivatives | Pretax Gain (Loss) | |||||||||
| Foreign currency forward contracts | Other (income) expense, net | $ | |||||||||
| Total | $ | ||||||||||
7. Income Taxes
The Company’s income tax provision consists of federal, state and foreign income taxes. The tax provision for the first quarter of fiscal 2027 and 2026 was based on the estimated effective tax rates applicable for the full years ending March 31, 2027 and March 31, 2026, respectively, after giving effect to items specifically related to the interim periods. The Company’s effective income tax rate with respect to any period may be volatile based on the mix of income in the tax jurisdictions, in which the Company operates, changes in tax laws and the amount of the Company's consolidated earnings before taxes.
The Organization for Economic Co-operation and Development (OECD) has adopted model rules to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective for taxable years beginning after December 31, 2023.
On January 5, 2026, the OECD issued the Side-by-Side package (the “SbS Package”), which provides administrative guidance that modifies the application of the Pillar 2 rules. The SbS Package includes simplifications and additional safe harbors intended to facilitate coordination between domestic and international tax regimes and the Pillar 2 framework. Certain provisions of the SbS Package intend for U.S.-parented groups being exempt from the application of two of the three Pillar 2 top-up taxes.
The SbS Package is expected to be available for fiscal years beginning on or after January 1, 2026. The safe harbors are not self-executing and generally would require enactment through domestic legislation (and related interpretive guidance) by each Inclusive Framework member, subject to local legislative processes and timelines, as well as guidance related to the European Union (“EU”) Minimum Tax Directive. The Company continues to monitor developments and assess the potential impact of the SbS Package on its results of operations. In addition, the SbS Package extends the Transitional Country-by-Country Reporting (“CbCR”) Safe Harbor by one year, through the end of fiscal year 2028. The Company continues to refine the effective tax rate and cash tax impact for Pillar 2 considering legislative changes in multiple countries.
On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted into law. The law included permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and changes to the tax treatment for certain business provisions and energy credits.
The impact of the enacted legislation is included in our effective tax rate. The Company will continue to monitor and evaluate as new legislation and guidance is issued.
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The consolidated effective income tax rates for the first quarter of fiscal 2027 and 2026 were 13.7 % and 12.5 %. The rate increase in the first quarter compared to the prior year period is primarily due to changes in the mix of earnings among tax jurisdictions.
8. Warranty
The Company provides for estimated product warranty expenses when products are sold, with related liabilities included within accrued expenses and other liabilities. As warranty estimates are forecasts that are based on the best available information, primarily historical claims experience, costs of claims may ultimately differ from amounts provided. An analysis of changes in the liability for product warranties is as follows:
| Quarter ended | ||||||||||||||
| July 5, 2026 | June 29, 2025 | |||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
| Current period provisions | ||||||||||||||
| Costs incurred | ( | ( | ||||||||||||
| Foreign currency translation adjustment | ( | |||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
9. Commitments, Contingencies and Litigation
Litigation and Other Legal Matters
In the ordinary course of business, the Company and its subsidiaries are routinely defendants in or parties to pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants. These actions and proceedings are generally based on alleged violations of environmental, anticompetition, employment, contract and other laws. In some of these actions and proceedings, claims for substantial monetary damages are asserted against the Company and its subsidiaries. In the ordinary course of business, the Company and its subsidiaries are also subject to regulatory and governmental examinations, information gathering requests, inquiries, investigations, and threatened legal actions and proceedings. In connection with formal and informal inquiries by federal, state, local and foreign agencies, the Company and its subsidiaries receive numerous requests, subpoenas and orders for documents, testimony and information in connection with various aspects of their activities.
Environmental Issues
As a result of its operations, the Company is subject to various federal, state, and local, as well as international environmental laws and regulations and is exposed to the costs and risks of registering, handling, processing, storing, transporting, and disposing of hazardous substances, especially lead and acid. The Company’s operations are also subject to federal, state, local and international occupational safety and health regulations, including laws and regulations relating to exposure to lead in the workplace. The Company believes that it has adequate reserves to satisfy its environmental liabilities.
Lead, Foreign Currency Forward Contracts and Swaps
To stabilize its lead costs and reduce volatility from currency and interest rate movements, the Company entered into contracts with financial institutions. The vast majority of lead and foreign currency contracts are for a period not extending beyond one year . The Company also entered into a cross currency fixed interest rate swap agreements, maturing on December 15, 2026, December 15, 2027, June 15, 2028, and January 15, 2029, to hedge its net investments in foreign operations against future volatility in the exchange rates between the U.S. Dollar and Euro. The Company also entered into floating to fixed interest rate swap agreements maturing on September 30, 2026, to hedge its exposure to variable interest rates. Please refer to Note 6 - Derivative Financial Instruments for more details.
Tariff refunds
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In February 2026, the Supreme Court of the United States ruled against the current administration’s use of the International Emergency Economic Powers Act (“IEEPA”) to impose certain tariffs levied since February 2025. Pursuant to a court order on March 4, 2026 from the U.S. Court of International Trade (“CIT”) directing the refund of such tariffs, including applicable interest, on April 20, 2026, U.S. Customs and Border Protection (“CBP”) launched the Consolidated Administration and Processing of Entries (“CAPE”) system to facilitate refund claims, to which the Company successfully submitted its refund claim.
The Company recognized any previously paid IEEPA tariff refunds when the gain was realized or realizable. During the three months ended July 5, 2026, the Company recognized a $30,870 reduction in cost of goods sold in the Company’s condensed consolidated statements of income, representing the majority of the CAPE Phase 1 IEEPA tariffs on inventory sold to customers since the tariffs were enacted in February 2025. As of July 5, 2026, the Company recorded a receivable of approximately $16,468 related to IEEPA tariffs paid by the Company between February 2025 and February 2026, which is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets.
10. Restructuring and Other Exit Charges
Restructuring Programs
As disclosed in the 2026 Annual Report, the Company committed to restructuring plans aimed at improving operational efficiencies across its lines of business.
On July 22, 2025, the Company announced a reduction in force plan (the "Plan") as part of the Company's strategic restructuring plan under its new leadership to better align resources with current business priorities and long-term objectives. The Plan is expected to reduce non-production global workforce by approximately 11 %, or approximately 575 employees, and is focused primarily on corporate and management positions. The Company recorded $21,651 in costs relating to the Plan consisting of severance payments, notice period payments in applicable jurisdictions, employee benefits and related costs. The Plan was substantially completed as of March 31, 2026.
Restructuring and exit charges for the first quarter of fiscal 2027 by reportable segments are as follows:
Quarter ended July 5, 2026 | ||||||||||||||||||||||||||||||||
| Network & Infrastructure Solutions | Industrial Mobility Solutions | Precision Power Solutions | Corporate Other | Total | ||||||||||||||||||||||||||||
| Restructuring charges | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Exit charges | ||||||||||||||||||||||||||||||||
| Restructuring and other exit charges | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
A roll-forward of the restructuring reserve, excluding exit charges, is as follows:
| Balance as of March 31, 2026 | $ | |||||||
| Accrued | ||||||||
| Costs incurred | ( | |||||||
| Foreign currency impact | ||||||||
| Balance as of July 5, 2026 | $ | |||||||
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Exit Charges
Fiscal 2026 Programs
Tijuana
On March 25, 2026, EnerSys announced a plan to close its facility in Tijuana, Mexico, which focused on manufacturing legacy lead acid batteries. Management determined that the closure was appropriate as part of its efforts to optimize its cost structure, maximize near-term advanced manufacturing production tax benefits, and mitigate future risks associated with potential tariffs while reinforcing EnerSys’ commitment to strengthening domestic industrial capacity and supply chain resilience. In connection with this restructuring plan, which is estimated to be substantially complete by December 2027, EnerSys plans to sell the land and buildings and possibly the plant and equipment to other parties. In addition, EnerSys estimates that there will be a reduction of approximately 474 employees upon completion. EnerSys expects to incur a pre-tax charge of approximately $37 million under this restructuring plan when completed, the majority of which is expected to be incurred by the second half of fiscal year 2027, of which $14 million is expected to be non-cash charges primarily from accelerated depreciation. Cash charges of approximately $23 million, include severance and employee retention costs, environmental related expenses and equipment decommissioning, along with contractual releases and legal expenses.
During fiscal 2026, the Company recorded $10,969 in severance costs.
During fiscal 2027, the Company recorded $237 in retention costs and $3,284 in accelerated depreciation of fixed assets.
Sao Paulo
On March 25, 2026, EnerSys announced a plan to close its facility in Sao Paulo, Brazil. Management continually evaluates the Company's footprint and decided to exit this facility that operated under NIS and IMS segments due to the challenging local economic environment. In connection with this closure, which is estimated to be substantially complete by the end of fiscal 2027, the Company estimates there will be a reduction of approximately 141 employees. EnerSys expects to incur a pre-tax charge of approximately $7,500 under this restructuring plan, of which includes cash charges of approximately $4,500 , primarily related to severance and employee retention costs, and other cash and non-cash items.
During fiscal 2026, the Company recorded $2,984 in cash charges relating to severance and contract termination costs and $1,767 in non cash charges relating to right of use and fixed asset impairments.
During fiscal 2027, the Company recorded a $2,369 in additional contract termination costs.
Monterrey
On April 1, 2025, the Company's Board of Directors approved a plan to close its facility in Monterrey, Mexico, which focused on manufacturing flooded IMS batteries. Management determined that future demand for traditional IMS flooded cells will decrease as customers transition to maintenance free product solutions in lithium and Thin Plate Pure Lead (TPPL). Production of products being manufactured in Monterrey, Mexico will be moved to EnerSys’ existing facility in Richmond, Kentucky. The Company expects to incur a pre-tax charge of approximately $13,700 under this restructuring plan when completed, the majority of which was recorded by the end of the 2026 fiscal year, of which $1,500 is expected to be a non-cash charge from fixed asset and inventory charges. Cash charges of approximately $12,200 , include severance and employee retention costs, environmental related expenses and equipment decommissioning, along with contractual releases and legal expenses.
During fiscal 2026, the Company recorded cash charges totaling $5,182 primarily relating to severance costs and unusual manufacturing variances of $2,268
During fiscal 2027, the Company recorded $664 in site cleanup and decommissioning equipment and losses on disposal of assets of $2,464 .
Fiscal 2023 Programs
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Ooltewah
On June 29, 2022, the Company committed to a plan to close its facility in Ooltewah, Tennessee, which produced flooded IMS batteries for electric forklifts. Management determined that future demand for traditional IMS flooded cells will decrease as customers transition to maintenance free product solutions in lithium and TPPL. The Company currently estimates that the total charges for these actions will amount to approximately $18,500 . Cash charges for employee severance related payments, cleanup related to the facility, contractual releases and legal expenses are estimated to be $9,200 and non-cash charges from inventory and fixed asset write-offs are estimated to be $9,300 . These actions will result in the reduction of approximately 165 employees. The plan was completed as of the first quarter of fiscal 2026.
During fiscal 2023, the Company recorded cash charges relating to severance and manufacturing variances of $2,735 and non-cash charges of $7,261 relating to fixed asset write-offs. The Company also recorded a non-cash write-off relating to inventories of $1,613 , which was reported in cost of goods sold.
During fiscal 2024, the Company recorded cash charges relating to site cleanup and decommissioning equipment of $4,399 .
During fiscal 2025, the Company recorded $474 cash charges relating to site cleanup.
During fiscal 2026, the Company recorded a $1,142 gain of the sale of the building.
Fiscal 2021 Program
Hagen, Germany
In fiscal 2021, the Company's Board of Directors approved a plan to close substantially all of its facility in Hagen, Germany, which produced flooded IMS batteries for electric forklifts. Management determined that future demand for the IMS batteries produced at this facility was not sufficient, given the conversion from flooded to maintenance free batteries by customers, the existing number of competitors in the market, as well as the near term decline in demand and increased uncertainty from the pandemic. The Company plans to retain the facility with limited sales, service and administrative functions along with related personnel for the foreseeable future.
These actions resulted in the reduction of approximately 200 employees. This program is considered substantially complete as of the end of fiscal 2026.
During fiscal 2021, the Company recorded cash charges relating to severance of $23,331 and non-cash charges of $7,946 primarily relating to fixed asset write-offs.
During fiscal 2022, the Company recorded cash charges primarily relating to severance of $8,069 and non-cash charges of $3,522 primarily relating to fixed asset write-offs. The Company also recorded a non-cash write-off relating to inventories of $960 , which was reported in cost of goods sold.
During fiscal 2023, the Company recorded cash charges of $2,207 relating to primarily to site cleanup and $562 of non-cash charges relating to accelerated depreciation of fixed assets.
During fiscal 2024, the Company recorded cash charges of $2,118 relating primarily to site cleanup and $526 of non-cash charges relating to accelerated depreciation of fixed assets.
During fiscal 2025, the Company recorded cash charges of $3,625 relating primarily to site cleanup and $598 of non-cash charges relating to accelerated depreciation of fixed assets.
During fiscal 2026, the Company recorded cash charges of $2,432 relating primarily to site cleanup and $32 of non-cash charges relating to accelerated depreciation of fixed assets. Additionally, the Company recorded a gain on assets held for sale previously impaired of $1,187 .
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11. Debt
A summary of the Company's short-term borrowings, long term debt and available credit facilities can be found in Note 11 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended March 31, 2026.
The following summarizes the Company’s long-term debt as of July 5, 2026 and March 31, 2026:
| July 5, 2026 | March 31, 2026 | |||||||||||||||||||||||||
| Principal | Unamortized Issuance Costs | Principal | Unamortized Issuance Costs | |||||||||||||||||||||||
| Senior Notes | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Amended Credit Facility | ||||||||||||||||||||||||||
Third Amended Revolver due 2030 (1) | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Less: Unamortized issuance costs | ||||||||||||||||||||||||||
| Long-term debt, net of unamortized issuance costs | $ | $ | ||||||||||||||||||||||||
Short-Term Debt
As of July 5, 2026 and March 31, 2026, the Company had $28,667 and $29,201 , respectively, of short-term borrowings. The weighted average interest rate on these borrowings was approximately 4.0 % and 4.0 %, respectively, at July 5, 2026 and March 31, 2026.
Letters of Credit
As of July 5, 2026 and March 31, 2026, the Company had $5,872 and $5,856 of standby letters of credit, respectively.
Debt Issuance Costs
Amortization expense, relating to debt issuance costs, included in interest expense was $483 and $479 , respectively, for the first quarter ended July 5, 2026 and June 29, 2025.
Available Lines of Credit
As of July 5, 2026 and March 31, 2026, the Company had available and undrawn, under all its lines of credit, $632,896 and $565,015 , respectively, including $56,227 and $58,347 , respectively, of uncommitted lines of credit.
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12. Retirement Plans
The following tables present the components of the Company’s net periodic benefit cost related to its defined benefit pension plans:
| United States Plans | International Plans | |||||||||||||||||||||||||
| Quarter ended | Quarter ended | |||||||||||||||||||||||||
| July 5, 2026 | June 29, 2025 | July 5, 2026 | June 29, 2025 | |||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | |||||||||||||||||||||||
| Amortization and deferral | ( | |||||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | ( | $ | $ | |||||||||||||||||||||
13. Stock-Based Compensation
As of July 5, 2026, the Company maintains the 2023 Equity Incentive Plan (“2023 EIP”). The 2023 EIP reserved 3,614,500 shares of common stock for the grant of various classes of nonqualified stock options, restricted stock units, market condition-based on total shareholder return (“TSR”) and performance condition-based share units (“PSU”) and other forms of equity-based compensation.
The Company recognized stock-based compensation expense associated with its equity incentive plans of $7,778 for the first quarter of fiscal 2027 and $17,601 for the first quarter of fiscal 2026. The Company recognizes compensation expense using the straight-line method over the vesting period of the awards.
During the current quarter of fiscal 2027, the Company granted to non-employee directors 4,699 restricted stock units, under the deferred compensation plan for non-employee directors. The awards vest immediately upon the date of grant and are settled in shares of common stock.
Common stock activity during the current quarter of fiscal 2027 included 64,923 exercises of stock options and the vesting or release of 5,163 restricted stock units including non-employee director restricted stock units
14. Stockholders’ Equity and Noncontrolling Interests
Common Stock
The following demonstrates the change in the number of shares of common stock outstanding during the current quarter ended July 5, 2026:
| Shares outstanding as of March 31, 2026 | ||||||||
| Purchase of treasury stock | ( | |||||||
| Shares issued under equity-based compensation plans, net of equity awards surrendered for option price and taxes | ||||||||
| Shares outstanding as of July 5, 2026 | ||||||||
Treasury Stock
During the current quarter ended July 5, 2026, the Company purchased 219,204 shares for $49,958 and purchased 1,740,161 shares for $150,034 during the three months ended June 29, 2025. At July 5, 2026 and March 31, 2026, the Company held 21,305,909 and 21,089,229 shares as treasury stock, respectively. During the current quarter ended July 5, 2026, the Company also issued 2,524 shares out of its treasury stock, valued at $62.55 per share to participants under the Company's Employee
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Stock Purchase Plan. During the prior quarter ended June 29, 2025, the Company issued 4,154 shares out of its treasury stock, valued at $62.55 per share, to participants under the Company's Employee Stock Purchase Plan.
Accumulated Other Comprehensive Income (“AOCI ”)
The components of AOCI, net of tax, as of July 5, 2026 and March 31, 2026, are as follows:
| March 31, 2026 | Before Reclassifications | Amounts Reclassified from AOCI | July 5, 2026 | |||||||||||||||||||||||
| Pension funded status adjustment | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Net unrealized gain (loss) on derivative instruments | ( | ( | ( | |||||||||||||||||||||||
Foreign currency translation adjustment (1) | ( | ( | ( | |||||||||||||||||||||||
| Accumulated other comprehensive (loss) income | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
The following table presents reclassifications from AOCI during the first quarter ended July 5, 2026:
| Components of AOCI | Amounts Reclassified from AOCI | Location of (Gain) Loss Recognized on Income Statement | ||||||||||||
Derivatives in cash flow hedging relationships: | ||||||||||||||
| Net unrealized loss on derivative instruments | $ | Cost of goods sold | ||||||||||||
| Tax expense | ( | |||||||||||||
| Net unrealized loss on derivative instruments, net of tax | $ | |||||||||||||
Derivatives in net investment hedging relationships: | ||||||||||||||
| Net unrealized gain on derivative instruments | $ | ( | Interest expense | |||||||||||
| Tax expense | ||||||||||||||
| Net unrealized gain on derivative instruments, net of tax | $ | ( | ||||||||||||
Defined benefit pension costs: | ||||||||||||||
| Prior service costs and deferrals | $ | ( | Net periodic benefit cost, included in other (income) expense, net - See Note 12 | |||||||||||
| Tax benefit | ||||||||||||||
| Net periodic benefit cost, net of tax | $ | ( | ||||||||||||
The following table presents reclassifications from AOCI during the first quarter ended June 29, 2025:
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| Components of AOCI | Amounts Reclassified from AOCI | Location of (Gain) Loss Recognized on Income Statement | ||||||||||||
| Derivatives in cash flow hedging relationships: | ||||||||||||||
| Net unrealized gain on derivative instruments | $ | ( | Cost of goods sold | |||||||||||
| Tax expense | ||||||||||||||
| Net unrealized gain on derivative instruments, net of tax | $ | ( | ||||||||||||
| Derivatives in net investment hedging relationships: | ||||||||||||||
| Net unrealized gain on derivative instruments | $ | ( | Interest expense | |||||||||||
| Tax expense | ||||||||||||||
| Net unrealized gain on derivative instruments, net of tax | $ | ( | ||||||||||||
| Defined benefit pension costs: | ||||||||||||||
| Prior service costs and deferrals | $ | Net periodic benefit cost, included in other (income) expense, net - See Note 12 | ||||||||||||
| Tax benefit | ( | |||||||||||||
| Net periodic benefit cost, net of tax | $ | |||||||||||||
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The following demonstrates the change in equity attributable to EnerSys stockholders and nonredeemable noncontrolling interests during the first quarter ended July 5, 2026:
(In Thousands, Except Per Share Data) | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total EnerSys Stockholders’ Equity | Non- redeemable Non- Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income: | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pension funded status adjustment (net of tax benefit of $ | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Net unrealized gain (loss) on derivative instruments (net of tax gain of $ | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at July 5, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
The following demonstrates the change in equity attributable to EnerSys stockholders and nonredeemable noncontrolling interests during the first quarter ended June 29, 2025:
(In Thousands, Except Per Share Data) | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total EnerSys Stockholders’ Equity | Non- redeemable Non- Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common stock | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income: | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pension funded status adjustment (net of tax benefit of $ | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net unrealized gain (loss) on derivative instruments (net of tax gain of $ | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 29, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
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15. Earnings Per Share
The following table sets forth the reconciliation from basic to diluted weighted-average number of common shares outstanding and the calculations of net earnings per common share attributable to EnerSys stockholders.
| Quarter ended | ||||||||||||||||||||||||||
| July 5, 2026 | June 29, 2025 | |||||||||||||||||||||||||
| Net earnings attributable to EnerSys stockholders | $ | $ | ||||||||||||||||||||||||
| Weighted-average number of common shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Dilutive effect of: | ||||||||||||||||||||||||||
| Common shares from exercise and lapse of equity awards, net of shares assumed reacquired | ||||||||||||||||||||||||||
| Diluted weighted-average number of common shares outstanding | ||||||||||||||||||||||||||
| Basic earnings per common share attributable to EnerSys stockholders | $ | $ | ||||||||||||||||||||||||
| Diluted earnings per common share attributable to EnerSys stockholders | $ | $ | ||||||||||||||||||||||||
| Anti-dilutive equity awards not included in diluted weighted-average common shares | ||||||||||||||||||||||||||
16. Business Segments
The Company's chief operating decision maker, or CODM (the Company's Chief Executive Officer), reviews financial information for purposes of assessing business performance and allocating resources, by focusing on the lines of business on a global basis. Effective May 28, 2026, the Company realigned its reportable segments to better serve customers and enhance organizational focus. The Company realigned its previous four operating segments into three
•Network & Infrastructure Solutions (NIS) — providing power solutions and services to broadband, telecommunications, data center, and industrial utility customers.
•Industrial Mobility Solutions (IMS) — providing power for electric industrial forklifts, and other material handling equipment as well as transportation applications, primarily Class 8 trucks.
•Precision Power Solutions (PPS) — providing energy solutions primarily for military vehicles, advanced defense programs, soldier powering and autonomous systems.
The operating segments of NIS, IMS, and PPS also represent the Company's reportable segments under ASC 280, Segment Reporting. All prior comparative periods presented have been recast to conform to these changes.
The following table presents summarized financial information for the reportable segments at July 5, 2026 and June 29, 2025. The Company does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset information.
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| Quarter ended | |||||||||||||||||||||||||||||
| July 5, 2026 | |||||||||||||||||||||||||||||
| Network & Infrastructure Solutions | Industrial Mobility Solutions | Precision Power Solutions | Corporate and other unallocated (3) | Total | |||||||||||||||||||||||||
Net Sales by segment to unaffiliated customers (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
Other segment items(4) | $ | $ | $ | $ | |||||||||||||||||||||||||
| Segment income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Restructuring and other exit charges | ( | ||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Stock-based Compensation | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
Total operating earnings (2) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1)Reportable segments do not record inter-segment revenues and accordingly there are none to report.
(2)The Company does not allocate interest expense or other (income) expense, net, to the reportable segments.
(3) Corporate and other unallocated includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRC 45X production tax credits and refunds of IEEPA tariffs recognized relating to amounts paid in prior periods. Also, included are start-up costs for exploration of a new lithium plant.
(4) Primarily includes cost of sales and operating expenses.
| Quarter ended | |||||||||||||||||||||||||||||
| June 29, 2025 | |||||||||||||||||||||||||||||
| Network & Infrastructure Solutions | Industrial Mobility Solutions | Precision Power Solutions | Corporate and other unallocated (3) | Total | |||||||||||||||||||||||||
Net Sales by segment to unaffiliated customers (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
Other segment items(4) | $ | $ | $ | $ | |||||||||||||||||||||||||
| Segment income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Restructuring and other exit charges | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Stock-based Compensation | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
Total operating earnings (2) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital Expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1)Reportable segments do not record inter-segment revenues and accordingly there are none to report.
(2)The Company does not allocate interest expense or other (income) expense, net, to the reportable segments.
(3) Corporate and other includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRC 45X production tax credits. Also, included are start-up costs for exploration of a new lithium plant.
(4) Primarily includes cost of sales and operating expenses.
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Goodwill
Concurrent with the change in reporting segments effective May 28, 2026, goodwill was reassigned to the affected reporting units that have been identified within each operating segment, using a relative fair value approach outlined in ASC 350, Intangibles - Goodwill and Other.
The following table presents the amount of goodwill that has been reassigned to each of the Company's reportable segments as of May 28, 2026, using the relative fair value approach, as well as any changes in the carrying amount of goodwill by segment during the first quarter of fiscal 2027:
| Energy Systems | Motive Power | Specialty | Network & Infrastructure Solutions | Industrial Mobility Solutions | Precision Power Solutions | Total | ||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Reassigned | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
Balance as of July 5, 2026 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
17. Subsequent Events
Between July 6, 2026 and August 7, 2026, the Company repurchased 249,893 shares for approximately $50,042 .
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward-looking statements made by or on behalf of EnerSys. EnerSys and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in EnerSys’ filings with the Securities and Exchange Commission (“SEC”) and its reports to stockholders. Generally, the inclusion of the words “anticipate,” “believe,” “expect,” “future,” “intend,” “estimate,” “will,” “plans,” or the negative of such terms and similar expressions identify statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. All statements addressing operating performance, events, or developments that EnerSys expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based on management’s then-current beliefs and assumptions regarding future events and operating performance, on information currently available to management, and are applicable only as of the dates of such statements.
Forward-looking statements involve risks, uncertainties and assumptions. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Actual results may differ materially from those expressed in these forward-looking statements due to a number of uncertainties and risks, including the risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (our “2026 Annual Report”) and other unforeseen risks. You should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by us on our website or otherwise, and we undertake no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Our actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons, including the following factors:
•economic, financial and other impacts of the pandemic, including global supply chain disruptions;
•general cyclical patterns of the industries in which our customers operate;
•global economic trends, competition and geopolitical risks, including impacts from the ongoing conflict between Russia and Ukraine and the related sanctions and other measures, tensions across the Middle East, changes in the rates of investment or economic growth in key markets we serve, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and China or other countries, and related impacts on our global supply chains and strategies;
•the extent to which we cannot control our fixed and variable costs;
•the raw materials in our products may experience significant fluctuations in market price and availability;
•certain raw materials constitute hazardous materials that may give rise to costly environmental and safety claims;
•legislation, regulation, or policy regarding the restriction of the use of energy or certain hazardous substances in our products;
•risks involved in our operations such as supply chain issues, disruption of markets, changes in government priorities or budgets, and changes in import and export laws, environmental regulations, currency restrictions and local currency exchange rate fluctuations;
•our ability to raise our selling prices to our customers when our product costs increase;
•the extent to which we are able to efficiently utilize our global manufacturing facilities and optimize our capacity;
•changes in macroeconomic and market conditions and market volatility, including inflation, interest rates, the value of securities and other financial assets, transportation costs, costs and availability of electronic components, lead, plastic resins, steel, copper and other commodities used by us, and the impact of such changes and volatility on our financial position and business;
•competitiveness of the battery markets and other energy solutions for industrial applications throughout the world;
•our timely development of competitive new products and product enhancements in a changing environment and the acceptance of such products and product enhancements by customers;
•our ability to adequately protect our proprietary intellectual property, technology and brand names;
•litigation and regulatory proceedings to which we might be subject;
•our expectations concerning indemnification obligations;
•changes in our market share in the business segments where we operate;
•our ability to implement our cost reduction initiatives successfully and improve our profitability;
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•quality problems associated with our products;
•our ability to implement business strategies, including our acquisition strategy, manufacturing expansion and restructuring plans;
•our acquisition strategy may not be successful in identifying advantageous targets;
•our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies, strategic gains, and cost savings may be significantly harder to achieve, if at all, or may take longer to achieve;
•our effective income tax rate with respect to any period may fluctuate based on the mix of income in the tax jurisdictions, in which we operate, changes in tax laws and the amount of our consolidated earnings before taxes;
•potential goodwill impairment charges, future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames;
•our debt and debt service requirements which may restrict our operational and financial flexibility, as well as imposing unfavorable interest and financing costs;
•our ability to maintain our existing credit facilities or obtain satisfactory new credit facilities or other borrowings;
•adverse changes in our short and long-term debt levels under our credit facilities;
•our exposure to fluctuations in interest rates on our variable-rate debt;
•our ability to attract and retain qualified management and personnel;
•our ability to maintain good relations with labor unions;
•credit risk associated with our customers, including risk of insolvency and bankruptcy;
•our ability to successfully recover in the event of a disaster affecting our infrastructure, supply chain, or our facilities;
•delays or cancellations in shipments;
•occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics, vaccine mandates, outbreaks of hostilities or terrorist acts, or the effects of climate change, and our ability to deal effectively with damages or disruptions caused by the foregoing; and
•the operation, capacity and security of our information systems and infrastructure.
This list of factors that may affect future performance is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
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Overview
EnerSys (the “Company,” “we,” or “us”) is a global leader in stored energy solutions helping industrial, infrastructure and defense customers address critical power and operational needs with batteries, chargers other power equipment. The company delivers integrated solutions that combine energy storage technologies, power electronics, software-enabled intelligence, technical expertise and comprehensive global customer support. EnerSys supports customers across communications networks, data centers, energy infrastructure, material handling, transportation, aerospace and defense — including applications where power continuity is essential. Serving customers in more than 100 countries, EnerSys helps organizations manage energy more reliably, efficiently and intelligently in complex operating environments where uptime, safety and resilience matter.
The Company's three operating segments, based on lines of business, are as follows:
•Network & Infrastructure Solutions (NIS) — providing power solutions and services to broadband, telecommunications, data center, and industrial utility customers.
•Industrial Mobility Solutions (IMS) — providing power for electric industrial forklifts, and other material handling equipment as well as transportation applications, primarily Class 8 trucks.
•Precision Power Solutions (PPS) — providing energy solutions primarily for military vehicles, advanced defense programs, soldier powering and autonomous systems.
Economic Climate
Global economic conditions are mixed with the impacts from the uncertainty surrounding U.S. tariffs, elevated interest rates and heightened geopolitical tensions having various levels of impacts in North America, China and EMEA. On February 1, 2025, the U.S. signed an executive order, effective February 3, 2025, whereby the U.S. will apply additional tariffs on imported goods from Canada, Mexico, and China. Since that announcement, the tariffs to be applied to these three countries, and others, were suspended and/or renegotiated several times with varying results and some new negotiations delayed to take effect until later dates. The impact of the U.S. tariffs and retaliatory actions by other countries could be substantial. We are currently assessing the impacts these tariffs could have on the organization, and we believe that the international nature of our organizational structure will allow us to mitigate some of the financial impact of these potential tariffs.
The war in Ukraine continues to have widespread economic repercussions, particularly in Europe. The ongoing Israel-Hamas conflict is disrupting stability in the Middle East, raising significant concerns about the potential for further escalation across the region.
Inflation in North America, China and EMEA, while more controlled compared to the sharp increases in 2023, remains a challenge despite some cooling in the U.S. and Europe through 2024 and 2025. After reducing rates three consecutive times in 2025, the Fed has held the policy rate steady at 3.50%–3.75% since January 2026, citing improving economic activity and stabilizing unemployment. After several rate cuts the European Central Bank (ECB) held its main interest rates stable from June 2025 through June 2026 when it increased rates due to concerns that the war in the Middle East is generating inflation pressure. Both economies continue to face uncertainties such as potential tariffs and policy changes from a new presidential administration in the U.S. and potential global trade frictions, macroeconomic fragmentation and geopolitical tensions in the euro area. Policy actions in China signal a shift towards more proactive fiscal measures to stabilize consumption and support economic growth. While increasing travel and consumer spending due to relaxed COVID policies have provided some bright spots in 2024 and 2025, China's economy continues to face challenges from a prolonged weak real estate market and declining exports.
The supply chain is generally stable, however, the ongoing Israel-Hamas conflict has periodically disrupted some shipments in the Red Sea. As a result, some ocean freight costs and transit times may temporarily increase until shipping in the region returns to normal. Generally, our mitigation efforts and ongoing lean initiatives have tempered the impact of broad market challenges.
The market demand in the forklift truck and Class 8 truck markets has been impacted by tariff policy uncertainty, causing some customers to pause larger projects and general spending activity until there is more clarity on global tariff impacts to their supply chains. The data center and communications markets tend to be less sensitive to tariff policy, with budget and spending plans based on their unique capital spending needs. The data center market is in the midst of a growth cycle driven by AI and increasing digitization. The communications market is currently in a modest, but slow spending recovery as investments in maintenance and network build outs are necessary to support the increased data required to be moved through their infrastructure. Global defense budgets are increasing in response to rising geopolitical tensions. Spending in EMEA has increased at a higher rate than in the US, as large program spending has outpaced sustainment spending with the U.S. Department of War.
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Volatility of Commodities and Foreign Currencies
Our most significant commodity and foreign currency exposures are related to lead and the Euro, respectively. Historically, volatility of commodity costs and foreign currency exchange rates have caused large swings in our production costs. In the fiscal year 2027, we have experienced a range in lead prices from approximately $0.85 per pound to $0.95 per pound. Costs in some of our other raw materials such as steel, acid, separator paper and electronics have moderated since the middle of fiscal year 2024, but we have seen some price increases in other raw materials such as copper and antimony since the beginning of fiscal year 2026.
Customer Pricing
Our selling prices fluctuated during the last several years to offset the volatile cost of commodities. Approximately 25% of our revenue is now subject to agreements that adjust pricing to a market-based index for lead. Customer pricing changes generally lag movements in lead prices and other costs by approximately six to nine months. In fiscal 2025 and 2026, customer pricing increased due to certain commodity prices and other costs having increased throughout the year.
Based on current commodity markets, it is difficult to predict with certainty whether commodity prices will be higher or lower in fiscal 2027 versus fiscal 2026. However, given the lag related to increasing our selling prices for inflationary cost increase, on average our selling prices should be higher in fiscal 2027 versus fiscal 2026. As we concentrate more on energy systems and non-lead chemistries, the emphasis on lead is expected to continue to decline.
Primary Operating Capital
As part of managing the performance of our business, we monitor the level of primary operating capital, and its ratio to net sales. We define primary operating capital as accounts receivable, plus inventories, minus accounts payable. The resulting net amount is divided by the trailing three-month net sales (annualized) to derive a primary operating capital percentage. We believe these three elements included in primary operating capital are mostly operationally driven, and this performance measure provides us with information about the asset intensity and operating efficiency of the business on a company-wide basis that management can monitor and analyze trends over time. Primary operating capital was $858.3 million (yielding a primary operating capital percentage of 22.9%) at July 5, 2026, $876.6 million (yielding a primary operating capital percentage of 22.2%) at March 31, 2026 and $993.0 million at June 29, 2025 (yielding a primary operating capital percentage of 27.8%). The primary operating capital percentage of 22.9% at July 5, 2026 increased by 70 basis points compared to March 31, 2026 and decreased 490 basis points compared to June 29, 2025. The increase in primary operating capital percentage at July 5, 2026 compared to March 31, 2026 was primarily due to strategic inventory building and timing of accounts payable payments. The decrease in primary operating capital percentage at July 5, 2026 compared to June 29, 2025 was primarily due to higher amounts of receivables securitized from the Amended Receivables Purchase Agreement (Amended RPA).
Primary operating capital and primary operating capital percentages at July 5, 2026, March 31, 2026 and June 29, 2025 are computed as follows:
| ($ in Millions) | July 5, 2026 | March 31, 2026 | June 29, 2025 | |||||||||||||||||
| Accounts receivable, net | $ | 454.8 | $ | 506.1 | $ | 566.8 | ||||||||||||||
| Inventory, net | 738.7 | 724.7 | 789.3 | |||||||||||||||||
| Accounts payable | (335.2) | (354.2) | (363.1) | |||||||||||||||||
Total primary operating capital | $ | 858.3 | $ | 876.6 | $ | 993.0 | ||||||||||||||
| Trailing 3 months net sales | $ | 935.6 | $ | 987.9 | $ | 893.0 | ||||||||||||||
| Trailing 3 months net sales annualized | $ | 3,742.4 | $ | 3,951.6 | $ | 3,572.0 | ||||||||||||||
Primary operating capital as a % of annualized net sales | 22.9 | % | 22.2 | % | 27.8 | % | ||||||||||||||
Liquidity and Capital Resources
We believe that our financial position is strong, and we have substantial liquidity to cover short-term liquidity requirements and anticipated growth in the foreseeable future, with $530.7 million of available cash and cash equivalents and available and undrawn committed credit lines of approximately $576.7 million at July 5, 2026, availability subject to credit agreement financial covenants.
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A substantial majority of the Company’s cash and investments are held by foreign subsidiaries and are considered to be indefinitely reinvested and expected to be utilized to fund local operating activities, capital expenditure requirements and acquisitions. The Company believes that it has sufficient sources of domestic and foreign liquidity.
We issued $300 million in aggregate principal amount of our 4.375% Senior Notes due December 15, 2027 (the “2027 Notes”) and $300 million in aggregate principal amount of our 6.625% Senior Notes due 2032 (the “2032 Notes”).
The Company maintains the sixth amendment to the 2017 Credit Facility (as amended, the “Sixth Amended Credit Facility”). The Sixth Amended Credit Facility provides (i) an upsized revolving credit facility in an aggregate committed amount of $1.0 billion (the “ Third Amended Revolver”), which represents an increase of $150 million from the existing revolving credit facility and which matures on September 30, 2030 and (ii) certain other modifications to the existing credit agreement as further set forth in the Sixth Amended Credit Facility. In connection with the Sixth Amended Credit Facility, (i) all of the outstanding term loans (including accrued and unpaid interest thereon) and (ii) all accrued and unpaid interest and fees on the outstanding revolving loans, in each case, under the existing credit agreement were repaid in full.
During the current quarter of fiscal 2027, we purchased 219,204 shares for $50.0 million, and from July 6, 2026 through August 7, 2026, the Company repurchased 249,893 shares for approximately $50.0 million.
On July 23, 2026, we revised the scope of our planned lithium-ion cell manufacturing facility in Greenville, South Carolina. We were awarded a revised grant from the U.S. Department of Energy (DOE) of approximately $150 million, subject to final documentation and customary conditions. Initial capacity is now approximately 1 gigawatt-hour with production focused on aerospace, defense, and specialized industrial applications. The revised DOE grant provides approximately $150 million toward the facility’s estimated $650 million cost. We expect EnerSys’ net investment of approximately $500 million to be funded entirely through operating cash flow. In addition, and as previously announced, EnerSys has also been awarded a comprehensive incentive package through South Carolina and Greenville County valued at approximately $200 million, which includes a combination of short-term and long-term incentives that will help support ongoing operations of the plant. Construction is expected to begin in the first half of fiscal 2028, subject to finalization of the DOE award and other customary conditions, with full production approximately three years thereafter.
We believe that our strong capital structure and liquidity affords us access to capital for future acquisitions, capital investments, stock repurchase opportunities and continued dividend payments.
Results of Operations
Net Sales
Net sales increased $42.6 million or 4.8% in the first quarter of fiscal 2027 as compared to the first quarter of fiscal 2026. This increase was the result of a 3% increase in price/mix, a 1% increase in organic volume and 1% increase in foreign currency translation.
Segment sales
| Quarter ended July 5, 2026 | Quarter ended June 29, 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||
| In Millions | Percentage of Total Net Sales | In Millions | Percentage of Total Net Sales | In Millions | % | |||||||||||||||||||||||||||||||||
| Network & Infrastructure Solutions | $ | 428.3 | 45.8 | % | $ | 391.4 | 43.8 | % | $ | 36.9 | 9.4 | % | ||||||||||||||||||||||||||
| Industrial Mobility Solutions | 406.8 | 43.5 | 420.4 | 47.1 | (13.6) | (3.2) | ||||||||||||||||||||||||||||||||
| Precision Power Solutions | 100.5 | 10.7 | 81.2 | 9.1 | 19.3 | 23.6 | ||||||||||||||||||||||||||||||||
| Total net sales | $ | 935.6 | 100.0 | % | $ | 893.0 | 100.0 | % | $ | 42.6 | 4.8 | % | ||||||||||||||||||||||||||
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Net sales of our Network & Infrastructure Solutions segment in the first quarter of fiscal 2027 increased $36.9 million or 9.4% compared to the first quarter of fiscal 2026. This increase was due to a 5% increase in organic volume, and a 4% increase in price/mix. This increase is primarily a result of higher volumes and favorable price/mix across all three customer segments, data center, network communications, and industrial customers.
Net sales of our Industrial Mobility Solutions segment in the first quarter of fiscal 2027 decreased by $13.6 million or 3.2% compared to the first quarter of fiscal 2026. This decrease was primarily due to a 5% decrease in organic volume, offset by a 1% increase in price/mix and 1% increase from foreign currency translation. This decrease is primarily a result of lower volumes due to macro uncertainty in the material handling market, offset by a rebound in the transportation market.
Net sales of our Precision Power Solutions segment in the first quarter of fiscal 2027 increased by $19.3 million or 23.6% compared to the first quarter of fiscal 2026. The increase was primarily due to a 16% increase in organic volume, a 7% increase in price/mix and a 1% increase in acquisitions. This increase in sales is primarily a result of increased demand and favorable product/mix.
Gross Profit
| Quarter ended July 5, 2026 | Quarter ended June 29, 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||
| In Millions | Percentage of Total Net Sales | In Millions | Percentage of Total Net Sales | In Millions | % | |||||||||||||||||||||||||||||||||
| Gross Profit | $ | 313.4 | 33.5 | % | $ | 253.2 | 28.4 | % | $ | 60.2 | 23.8 | % | ||||||||||||||||||||||||||
Gross profit increased $60.2 million or 23.8% in the first quarter compared to the comparable periods of fiscal 2026. Gross profit, as a percentage of net sales, increased 510 basis points in the first quarter compared to the first quarter of fiscal 2026. The gross profit margin as a percentage of revenue reflects greater impact of 45X benefits, IEEPA tariff refunds, and favorable price/mix compared to the first quarter of fiscal 2026.
Operating Items
| Quarter ended July 5, 2026 | Quarter ended June 29, 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||
| In Millions | Percentage of Total Net Sales | In Millions | Percentage of Total Net Sales | In Millions | % | |||||||||||||||||||||||||||||||||
| Operating expenses | $ | 151.3 | 16.2 | % | $ | 160.8 | 18.0 | % | $ | (9.5) | (6.0) | % | ||||||||||||||||||||||||||
| Restructuring and other exit charges | $ | 10.7 | 1.1 | % | $ | 5.9 | 0.7 | % | $ | 4.8 | 82.7 | % | ||||||||||||||||||||||||||
Operating expenses, as a percentage of sales, decreased 180 basis points in the first quarter of fiscal 2027, compared to the first quarter of fiscal 2026.
Selling expenses, our main component of operating expenses, decreased $2.0 million or 3.5% in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026, and decreased 50 basis points as a percentage of net sales. Also, we experienced higher operating expenses due to additional accelerated stock compensation expense of $10.2 million in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2027.
Restructuring and Other Exit Charges
Restructuring Charges
On July 22, 2025, the Company announced a reduction in force plan (the "Plan") as part of the Company's strategic restructuring plan under its new leadership to better align resources with current business priorities and long-term objectives. The Plan is expected to reduce non-production global workforce by approximately 11%, or approximately 575 employees, and is focused primarily on corporate and management positions. During the current quarter of fiscal 2027, the Company recorded
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$21,651 in costs relating to the Plan consisting of severance payments, notice period payments in applicable jurisdictions, employee benefits and related costs. The Plan is substantially completed as of March 31, 2026.
Exit Charges
Fiscal 2026 Program
Tijuana
On March 25, 2026, EnerSys announced a plan to close its facility in Tijuana, Mexico, which focused on manufacturing lead acid batteries. Management determined that the closure was appropriate as part of its efforts to optimize its cost structure, maximize near-term advanced manufacturing production tax benefits, and mitigate future risks associated with potential tariffs while reinforcing EnerSys’ commitment to strengthening domestic industrial capacity and supply chain resilience. In connection with this restructuring plan, which is estimated to be substantially complete by December 2027, EnerSys plans to sell the land and buildings and possibly the plant and equipment to other parties. In addition, EnerSys estimates that there will be a reduction of approximately 474 employees upon completion. EnerSys expects to incur a pre-tax charge of approximately $37 million under this restructuring plan when completed, the majority of which is expected to be incurred by the second half of fiscal year 2027, of which $14 million is expected to be non-cash charges primarily from accelerated depreciation. Cash charges of approximately $23 million,include severance and employee retention costs, environmental related expenses and equipment decommissioning, along with contractual releases and legal expenses.
During fiscal 2026, the Company recorded $11.0 million in severance costs.
During the current quarter of fiscal 2027, the Company recorded $3.3 million in accelerated deprecation of fixed assets.
Sao Paulo
On March 25, 2026, EnerSys announced a plan to close its facility in Sao Paulo, Brazil. Management continually evaluates the Company's footprint and decided to exit this facility due to the challenging local economic environment. In connection with this closure, which is estimated to be substantially complete by the end of fiscal 2027, the Company estimates there will be a reduction of approximately 141 employees. EnerSys expects to incur a pre-tax charge of approximately $7.5 million under this restructuring plan, of which include cash charges of approximately $4.5 million, primarily related to severance and employee retention costs, and other cash and non-cash items.
During fiscal 2026, the Company recorded $3.0 million in cash charges relating to severance and contract termination costs and $1.8 million in non cash charges relating to right of use and fixed asset impairments.
During the current quarter of fiscal 2027, the Company recorded $2.4 million in additional contract termination costs.
Monterrey
On April 1, 2025, the Company's Board of Directors approved a plan to close its facility in Monterrey, Mexico, which focused on manufacturing flooded batteries. Management determined that future demand for traditional material handling flooded cells will decrease as customers transition to maintenance free product solutions in lithium and Thin Plate Pure Lead (TPPL). Production of products being manufactured in Monterrey, Mexico will be moved to EnerSys’ existing facility in Richmond, Kentucky. The Company expects to incur a pre-tax charge of approximately $13.7 million under this restructuring plan when completed, the majority of which is expected to be recorded by the end of the 2025 calendar year, of which $1.5 million is expected to be a non-cash charge from fixed asset and inventory related charges. Cash charges of approximately $12.2 million, include severance and employee retention costs, environmental related expenses and equipment decommissioning, along with contractual releases and legal expenses.
During fiscal 2026, the Company recorded cash charges totaling $5.2 million primarily relating to severance costs and unusual manufacturing variances of $2.3 million.
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During the current quarter of fiscal 2027, the Company recorded $0.7 million in site cleanup and decommissioning equipment and losses on disposal of assets of $2.5 million.
Fiscal 2023 Programs
Ooltewah
On June 29, 2022, the Company committed to a plan to close its facility in Ooltewah, Tennessee, which produced flooded batteries for electric forklifts. Management determined that future demand for traditional flooded cells will decrease as customers transition to maintenance free product solutions in lithium and TPPL. The Company currently estimates that the total charges for these actions will amount to approximately $18.5 million. Cash charges for employee severance related payments, cleanup related to the facility, contractual releases and legal expenses are estimated to be $9.2 million and non-cash charges from inventory and fixed asset write-offs are estimated to be $9.3 million. These actions will result in the reduction of approximately 165 employees. The plan was completed as of the first quarter of fiscal 2026.
During fiscal 2023, the Company recorded cash charges relating to severance and manufacturing variances of $2.8 million and non-cash charges of $7.3 million relating to fixed asset write-offs. The Company also recorded a non-cash write-off relating to inventories of $1.6 million, which was reported in cost of goods sold.
During fiscal 2024, the Company recorded cash charges relating to site cleanup and decommissioning equipment of $4.4 million.
During fiscal 2025, the Company recorded $0.5 million in cash charges relating to site cleanup.
During fiscal 2026, the Company recorded a $1.1 million gain of the sale of the building.
Fiscal 2021 Programs
Hagen, Germany
In fiscal 2021, we committed to a plan to close substantially all of our facility in Hagen, Germany, which produced flooded batteries for electric forklifts. Management determined that future demand for the batteries produced at this facility was not sufficient, given the conversion from flooded to maintenance free batteries by customers, the existing number of competitors in the market, as well as the near-term decline in demand and increased uncertainty from the pandemic. We plan to retain the facility with limited sales, service and administrative functions along with related personnel for the foreseeable future.
We currently estimate that the total charges for these actions will amount to approximately $60.0 million of which cash charges for employee severance related payments, cleanup related to the facility, contractual releases and legal expenses were estimated to be $40.0 million and non-cash charges from inventory and equipment write-offs were estimated to be $20.0 million. The majority of these charges have been recorded as of March 31, 2022. These actions resulted in the reduction of approximately 200 employees.
During fiscal 2021, the Company recorded cash charges relating to severance of $23.3 million and non-cash charges of $7.9 million primarily relating to fixed asset write-offs.
During fiscal 2022, the Company recorded cash charges, primarily relating to severance of $8.1 million and non-cash charges of $3.5 million primarily relating to fixed asset write-offs. The Company also recorded a non-cash write-off relating to inventories of $1.0 million, which was reported in cost of goods sold.
During fiscal 2023, the Company recorded cash charges of $2.2 million relating primarily to site cleanup and $0.6 million of non-cash charges relating to accelerated depreciation of fixed assets.
During fiscal 2024, the Company recorded cash charges of $2.1 million relating primarily to site cleanup and $0.5 million of non-cash charges relating to accelerated depreciation of fixed assets.
During fiscal 2025, the Company recorded cash charges of $3.6 million relating primarily to site cleanup and $0.6 million of non-cash charges relating to accelerated depreciation of fixed assets.
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During fiscal 2026, the Company recorded cash charges of $2.4 million relating primarily to site cleanup and $0.1 million of non-cash charges relating to accelerated depreciation of fixed assets. Additionally, the Company recorded a gain on assets held for sale previously impaired of $1.2 million.
.
Operating Earnings
| Quarter ended July 5, 2026 | Quarter ended June 29, 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||
| In Millions | Percentage of Total Net Sales (1) | In Millions | Percentage of Total Net Sales (1) | In Millions | % | |||||||||||||||||||||||||||||||||
| Network & Infrastructure Solutions | $ | 45.0 | 10.5 | % | $ | 29.9 | 7.7 | % | $ | 15.1 | 50.4 | % | ||||||||||||||||||||||||||
| Industrial Mobility Solutions | 37.7 | 9.3 | 42.1 | 10.0 | (4.4) | (10.5) | ||||||||||||||||||||||||||||||||
| Precision Power Solutions | 18.3 | 18.2 | 12.4 | 15.2 | 5.9 | 47.7 | ||||||||||||||||||||||||||||||||
Corporate and other unallocated (2) | 77.8 | 8.3 | 37.1 | 4.1 | 40.7 | NM | ||||||||||||||||||||||||||||||||
| Subtotal | 178.8 | 19.1 | 121.5 | 13.6 | 57.3 | 47.2 | ||||||||||||||||||||||||||||||||
| Restructuring and other exit charges - Network & Infrastructure Solutions | (6.2) | (1.5) | (1.1) | (0.3) | (5.1) | NM | ||||||||||||||||||||||||||||||||
| Restructuring and other exit charges - Industrial Mobility Solutions | (4.5) | (1.1) | (4.8) | (1.1) | 0.3 | 6.5 | ||||||||||||||||||||||||||||||||
| Amortization of intangible assets - Network & Infrastructure Solutions | (5.8) | (1.4) | (5.9) | (1.5) | 0.1 | NM | ||||||||||||||||||||||||||||||||
| Amortization of intangible assets - Industrial Mobility Solutions | (0.4) | (0.1) | (0.4) | (0.1) | — | NM | ||||||||||||||||||||||||||||||||
| Amortization of intangible assets - Precision Power Solutions | (2.1) | (2.1) | (2.1) | (2.6) | — | NM | ||||||||||||||||||||||||||||||||
| Stock compensation expense - Network & Infrastructure Solutions | (2.8) | (0.7) | (8.0) | (2.0) | 5.2 | 64.2 | ||||||||||||||||||||||||||||||||
| Stock compensation expense - Industrial Mobility Solutions | (3.8) | (0.9) | (8.7) | (2.1) | 4.9 | 57.4 | ||||||||||||||||||||||||||||||||
| Stock compensation expense - Precision Power Solutions | (1.2) | (1.2) | (0.9) | (1.1) | (0.3) | (35.3) | ||||||||||||||||||||||||||||||||
| Other - Network & Infrastructure Solutions | — | — | (0.9) | (0.3) | 0.9 | NM | ||||||||||||||||||||||||||||||||
| Other - Industrial Mobility Solutions | — | — | (0.8) | (0.2) | 0.8 | NM | ||||||||||||||||||||||||||||||||
| Other - Precision Power Solutions | (0.6) | (0.6) | (1.4) | (1.7) | 0.8 | 57.3 | ||||||||||||||||||||||||||||||||
| Total operating earnings | $ | 151.4 | 16.2 | % | $ | 86.5 | 9.7 | % | $ | 64.9 | 75.1 | % | ||||||||||||||||||||||||||
NM = not meaningful
(1) The percentages shown for the segments are computed as a percentage of the applicable segment’s net sales; Corporate and other unallocated is computed based on total consolidated net sales
(2) Corporate and other unallocated includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRC 45X production tax credits and refunds of IEEPA tariffs recognized relating to amounts paid in prior periods. Also, included are start-up costs for exploration of a new lithium plant.
Operating earnings increased $64.9 million or 75.1% in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026. Operating earnings, as a percentage of net sales, increased 650 basis points in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026.
The Network & Infrastructure Solutions operating earnings, as a percentage of sales, increased 280 basis points in the first quarter of fiscal 2027 compared to the first quarter fiscal 2026. This increase was driven by improved price/mix combined with higher volumes of data center and industrial customers. We also continue to benefit from lower operating costs from tight cost controls and restructuring initiatives.
The Industrial Mobility Solutions operating earnings, as a percentage of sales, decreased 70 basis points in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026. The slight decrease in the quarter was driven by foreign currency impacts and lost leverage from lower sales mitigated by improved price/mix.
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The Precision Power Solutions operating earnings, as a percentage of sales, increased 300 basis points in the first quarter compared to the first quarter of fiscal 2026. The increase for the quarter is a result of a favorable price/mix and leverage from higher volumes compared to prior quarter.
Interest Expense
| Quarter ended July 5, 2026 | Quarter ended June 29, 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||
| In Millions | Percentage of Total Net Sales | In Millions | Percentage of Total Net Sales | In Millions | % | |||||||||||||||||||||||||||||||||
| Interest expense | $ | 10.6 | 1.1 | % | $ | 11.3 | 1.3 | % | $ | (0.7) | (6.3) | % | ||||||||||||||||||||||||||
Interest expense of $10.6 million in the first quarter of fiscal 2027 (net of interest income of $4.2 million) was $0.7 million lower than the interest expense of $11.3 million in the first quarter of fiscal 2026 (net of interest income of $3.2 million).
The decrease in interest expense in the first quarter of fiscal 2027 is primarily due to lower levels of debt outstanding. Our average debt outstanding was $1,129.5 million in the first quarter compared to $1,174.9 million in the first quarter and of fiscal 2026.
Included in interest expense are non-cash charges for deferred financing fees of $0.5 million for the first quarter of fiscal 2027 and $0.5 million in the first quarter of fiscal 2026.
Other (Income) Expense, Net
| Quarter ended July 5, 2026 | Quarter ended June 29, 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||
| In Millions | Percentage of Total Net Sales | In Millions | Percentage of Total Net Sales | In Millions | % | |||||||||||||||||||||||||||||||||
| Other (income) expense, net | $ | 5.8 | 0.6 | % | $ | 9.5 | 1.0 | % | $ | (3.7) | (38.9)% | |||||||||||||||||||||||||||
NM = not meaningful
Other (income) expense, net in the first quarter of fiscal 2027 was expense of $5.8 million compared to expense of $9.5 million in the first quarter of fiscal 2026. Foreign currency impact resulted in a loss of $0.2 million in the first quarter of fiscal 2027 compared to a foreign currency loss of $6.2 million in the first quarter of fiscal 2026.
Earnings Before Income Taxes
| Quarter ended July 5, 2026 | Quarter ended June 29, 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||
| In Millions | Percentage of Total Net Sales | In Millions | Percentage of Total Net Sales | In Millions | % | |||||||||||||||||||||||||||||||||
| Earnings before income taxes | $ | 135.0 | 14.4 | % | $ | 65.7 | 7.4 | % | $ | 69.3 | NM | |||||||||||||||||||||||||||
As a result of the above, earnings before income taxes in the first quarter of fiscal 2027 increased $69.3 million, or over 100%, compared to the first quarter of fiscal 2026.
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Income Tax Expense
| Quarter ended July 5, 2026 | Quarter ended June 29, 2025 | Increase (Decrease) | ||||||||||||||||||||||||||||||||||||
| In Millions | Percentage of Total Net Sales | In Millions | Percentage of Total Net Sales | In Millions | % | |||||||||||||||||||||||||||||||||
| Income tax expense | $ | 18.5 | 2.0 | % | $ | 8.2 | 1.0 | % | $ | 10.3 | NM | |||||||||||||||||||||||||||
| Effective tax rate | 13.7% | 12.5% | 1.2% | |||||||||||||||||||||||||||||||||||
The Company’s income tax provision consists of federal, state and foreign income taxes. The tax provision for the first quarter of fiscal 2027 and 2026 was based on the estimated effective tax rates applicable for the full years ending March 31, 2027 and March 31, 2026, respectively, after giving effect to items specifically related to the interim periods. The Company’s effective income tax rate with respect to any period may be volatile based on the mix of income in the tax jurisdictions, in which the Company operates, changes in tax laws and the amount of the Company's consolidated earnings before taxes.
The Organization for Economic Co-operation and Development (OECD) has adopted model rules to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective for taxable years beginning after December 31, 2023.
On January 5, 2026, the OECD issued the Side-by-Side package (the “SbS Package”), which provides administrative guidance that modifies the application of the Pillar 2 rules. The SbS Package includes simplifications and additional safe harbors intended to facilitate coordination between domestic and international tax regimes and the Pillar 2 framework. Certain provisions of the SbS Package intend for U.S.-parented groups being exempt from the application of two of the three Pillar 2 top-up taxes.
The SbS Package is expected to be available for fiscal years beginning on or after January 1, 2026. The safe harbors are not self-executing and generally would require enactment through domestic legislation (and related interpretive guidance) by each Inclusive Framework member, subject to local legislative processes and timelines, as well as guidance related to the European Union (“EU”) Minimum Tax Directive. The Company continues to monitor developments and assess the potential impact of the SbS Package on its results of operations. In addition, the SbS Package extends the Transitional Country-by-Country Reporting (“CbCR”) Safe Harbor by one year, through the end of fiscal year 2028. The Company continues to refine the effective tax rate and cash tax impact for Pillar 2 considering legislative changes in multiple countries.
On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted into law. The law included permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and changes to the tax treatment for certain business provisions and energy credits.
The impact of the enacted legislation is included in our effective tax rate. The Company will continue to monitor and evaluate as new legislation and guidance is issued.
The consolidated effective income tax rates for the first quarter of fiscal 2027 and 2026 were 13.7% and 12.5%. The rate increase in the first quarter compared to the prior year period is primarily due to changes in the mix of earnings among tax jurisdictions.
Foreign income as a percentage of worldwide income is estimated to be 51% for fiscal 2027 compared to 52% for fiscal 2026. The foreign effective tax rates for the first quarter of fiscal 2027 and 2026 were 17% and 16%, respectively. The foreign effective tax rate increase in the first quarter compared to the first quarter of the prior year is primarily due to changes in the mix of earnings among tax jurisdictions. Income from the Company's Swiss subsidiary comprised a substantial portion of the Company's overall foreign mix of income for both fiscal 2027 and fiscal 2026 and were taxed at an effective income tax rate of approximately 13% and 14%, respectively.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies from those discussed under the caption “Critical Accounting Policies and Estimates” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2026 Annual Report.
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Liquidity and Capital Resources
Cash Flow and Financing Activities
Operating activities provided cash of $230.2 million in the three months of fiscal 2027 compared to $1.0 million of cash provided in the three months of fiscal 2026. Inventory increased or used cash of $14.5 million, and accounts receivable decreased or provided cash of $48.2 million. Additionally, accounts payable decreased or used cash of $22.5 million. In the three months of fiscal 2027, net earnings were $116.5 million, depreciation and amortization $30.5 million, stock-based compensation $7.8 million, and $0.4 million in cash disbursements from derivatives not designated in hedging relationships. Prepaid and other current assets provided funds of $88.9 million, primarily from a decrease of $81.0 million in prepaid taxes that included $115.5 million payment from the IRS relating to prior year tax return refund, $11.3 million in miscellaneous other accruals, $4.9 million in contract assets, and partially offset by increases of $8.3 million in non trade receivables. Accrued expenses were a use of funds of $38.0 million primarily from a decrease in payroll accruals of $27.9 million, sales related accruals of $10.5 million, freight accruals of $7.6 million, contract liabilities of $6.9 million, restructuring accruals of $2.6 million, and warranty accruals of $1.9 million, partially offset by increases of $13.6 million in miscellaneous and other accruals, including professional and tax accruals, and $5.9 million to deferred income.
In the first three months of fiscal 2026, operating activities provided cash of $1.0 million with the decrease in operating cash resulting mainly due to activity in accounts receivable, inventory, prepaid and other current assets, accrued expenses and accounts payable. Inventory increased or used cash of $33.5 million, and accounts receivable decreased or provided cash of $50.2 million. Additionally, accounts payable decreased or used cash of $43.0 million. In the three months of fiscal 2026, net earnings were $57.5 million, depreciation and amortization $26.9 million, stock-based compensation $17.6 million, and $2.5 million in cash proceeds from derivatives not designated in hedging relationships. Prepaid and other current assets were a use of funds of $38.9 million, primarily from an increase of $30.3 million in prepaid taxes, $12.1 million in contract assets, partially offset by a decrease of $3.5 million in other prepaid expenses. Accrued expenses were a use of funds of $38.4 million primarily from decrease in tax accruals of $3.4 million, payroll related payments of $22.8 million net of accruals, and sales related accruals of $14.3 million, partially offset by $0.5 million in accrued interest net of interest payments.
Investing activities used cash of $12.3 million in the three months of fiscal 2027, which primarily consisted of capital expenditures of $12.4 million relating to plant improvements, partially offset by $0.1 million in proceeds from disposal of property, plants, and equipment.
Investing activities used cash of $41.4 million in the first three months of fiscal 2026, which primarily consisted of acquisitions of $12.6 million and capital expenditures of $33.0 million relating to plant improvements, partially offset by $4.2 million in proceeds from disposal of property, plants, and equipment.
Financing activities used cash of $123.8 million in the three months of fiscal 2027. During the three months of fiscal 2027, we borrowed $120.0 million under the Second Amended Revolver and repaid $190.0 million of the Second Amended Revolver. We purchased treasury stock totaling $50.0 million and paid cash dividends to our stockholders totaling $9.6 million. Additionally in the three months, we received option proceeds of $5.9 million
Financing activities provided cash of $26.0 million in the three months of fiscal 2026. During the three months of fiscal 2026, we borrowed $231.7 million under the Second Amended Revolver and repaid $46.7 million of the Second Amended Revolver. Net repayments on short-term debt were $0.2 million. We purchased treasury stock totaling $150.0 million and paid cash dividends to our stockholders totaling $9.1 million.
Currency translation had a negative impact of $2.0 million on our cash balance in the three months of fiscal 2027 compared to the positive impact of $18.0 million on our cash balance in the three months of fiscal 2026. In the three months of fiscal 2027, principal currencies in which we do business such as the Euro, Polish zloty, Swiss Franc and British pound weakened versus the U.S. dollar.
As a result of the above, total cash and cash equivalents increased by $92.0 million to $530.7 million, in the three months of fiscal 2027 compared to an increase of $3.5 million to $346.7 million, in the three months of fiscal 2026.
Compliance with Debt Covenants
The Company maintains the sixth amendment to the 2017 Credit Facility (as amended, the “Sixth Amended Credit Facility”). The Sixth Amended Credit Facility provides (i) an upsized revolving credit facility in an aggregate committed amount of $1.0 billion (the “ Third Amended Revolver”), which represents an increase of $150 million from the existing revolving credit facility and which matures on September 30, 2030 and (ii) certain other modifications to the existing credit agreement as further
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set forth in the Sixth Amended Credit Facility. In connection with the Sixth Amended Credit Facility, (i) all of the outstanding term loans (including accrued and unpaid interest thereon) and (ii) all accrued and unpaid interest and fees on the outstanding revolving loans, in each case, under the existing credit agreement were repaid in full.
All obligations under our Sixth Amended Credit Facility are secured by, among other things, substantially all of our U.S. assets. The Sixth Amended Credit Facility contains various covenants which, absent prepayment in full of the indebtedness and other obligations, or the receipt of waivers, limit our ability to conduct certain specified business transactions, buy or sell assets out of the ordinary course of business, engage in sale and leaseback transactions, pay dividends and take certain other actions. There are no prepayment penalties on loans under this credit facility.
We are in compliance with all covenants and conditions under our Sixth Amended Credit Facility and Senior Notes. We believe that we will continue to comply with the financial covenants and conditions, and that we have the financial resources and the capital available to fund the foreseeable organic growth in our business and to remain active in pursuing further acquisition opportunities. See Note 11 to the Consolidated Financial Statements included in our 2026 Annual Report and Note 11 to the Consolidated Condensed Financial Statements included in this Quarterly Report on Form 10-Q for a detailed description of our debt.
Contractual Obligations and Commercial Commitments
A table of our obligations is contained in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations of our 2026 Annual Report. As of July 5, 2026, we had no significant changes to our contractual obligations table contained in our 2026 Annual Report.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
Market Risks
Our cash flows and earnings are subject to fluctuations resulting from changes in raw material costs, foreign currency exchange rates and interest rates. We manage our exposure to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. Our policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. We monitor our underlying market risk exposures on an ongoing basis and believe that we can modify or adapt our hedging strategies as needed.
Counterparty Risks
We have entered into lead forward purchase contracts, foreign exchange forward and purchased option contracts, interest rate swaps, and cross currency fixed interest rate swaps to manage the risk associated with our exposures to fluctuations resulting from changes in raw material costs, foreign currency exchange rates and interest rates. The Company’s agreements are with creditworthy financial institutions. Those contracts that result in a liability position at July 5, 2026 are $71.6 million (pre-tax). Those contracts that result in an asset position at July 5, 2026 are $0.7 million (pre-tax). The impact on the Company due to nonperformance by the counterparties has been evaluated and not deemed material.
We hedge our net investments in foreign operations against future volatility in the exchange rates between the U.S. dollar and Euro. Depending on the movement in the exchange rates between the U.S. dollar and Euro at maturity, the Company may owe the counterparties an amount that is different from the notional amount of $600 million.
Cross-Currency Fixed Interest Rate Swap Contracts:
| Dated Entered Into | Notional Amount (in millions) | Maturity Date | ||||||
| September 29, 2022 | $ | 150.0 | December 15, 2027 | |||||
| July 2, 2024 | 150.0 | January 15, 2029 | ||||||
| December 23, 2024 | 150.0 | June 15, 2028 | ||||||
| December 24, 2024 | 150.0 | December 15, 2026 | ||||||
Excluding our cross currency fixed interest rate swap agreements, the vast majority of these contracts will settle within one year.
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Interest Rate Risks
We are exposed to changes in variable U.S. interest rates on borrowings under our credit agreements, as well as short-term borrowings in our foreign subsidiaries. On a selective basis, from time to time, we enter into interest rate swap agreements to reduce the negative impact that increases in interest rates could have on our outstanding variable rate debt. At July 5, 2026 and March 31, 2026 such agreements effectively convert $200.0 million of our variable-rate debt to a fixed-rate basis, utilizing the one-month Term SOFR, as a floating rate reference.
A 100 basis point increase in interest rates would have increased annual interest expense by approximately $2.5 million on the variable rate portions of our debt.
Commodity Cost Risks – Lead Contracts
We have a significant risk in our exposure to certain raw materials. Our largest single raw material cost is for lead, for which the cost remains volatile. In order to hedge against increases in our lead cost, we have entered into forward contracts with financial institutions to fix the price of lead. The vast majority of such contracts are for a period not extending beyond one year. We had the following contracts outstanding at the dates shown below:
| Date | $’s Under Contract (in millions) | # Pounds Purchased (in millions) | Average Cost/Pound | Approximate % of Lead Requirements (1) | ||||||||||||||||||||||
| July 5, 2026 | $ | 53.4 | 59.3 | $ | 0.90 | 14 | % | |||||||||||||||||||
| March 31, 2026 | 74.9 | 82.7 | 0.91 | 19 | ||||||||||||||||||||||
| June 29, 2025 | 96.1 | 107.0 | 0.90 | 23 | ||||||||||||||||||||||
(1) Based on the fiscal year lead requirements for the periods then ended.
For the remaining quarter of this fiscal year, we believe approximately 55% of the cost of our lead requirements is known. This takes into account the hedge contracts in place at July 5, 2026, lead purchased by July 5, 2026 that will be reflected in future costs under our FIFO accounting policy, and the benefit from our lead tolling program.
We estimate that a 10% increase in our cost of lead would have increased our cost of goods sold by approximately $16.0 million in the three months of fiscal 2026.
Foreign Currency Exchange Rate Risks
We manufacture and assemble our products globally in the Americas, EMEA and Asia. Approximately 40% of our sales and related expenses are transacted in foreign currencies. Our sales revenue, production costs, profit margins and competitive position are affected by the strength of the currencies in countries where we manufacture or purchase goods relative to the strength of the currencies in countries where our products are sold. Additionally, as we report our financial statements in U.S. dollars, our financial results are affected by the strength of the currencies in countries where we have operations relative to the strength of the U.S. dollar. The principal foreign currencies in which we conduct business are the Euro, Swiss franc, British pound, Polish zloty, Chinese renminbi, Canadian dollar, Brazilian real and Mexican peso.
We quantify and monitor our global foreign currency exposures. Our largest foreign currency exposure is from the purchase and conversion of U.S. dollar-based lead costs into local currencies in Europe. Additionally, we have currency exposures from intercompany financing and intercompany and third-party trade transactions. On a selective basis, we enter into foreign currency forward contracts and purchase option contracts to reduce the impact from the volatility of currency movements; however, we cannot be certain that foreign currency fluctuations will not impact our operations in the future.
At a point in time, we hedge approximately 5% - 10% of the nominal amount of our known annual foreign exchange transactional exposures. We primarily enter into foreign currency exchange contracts to reduce the earnings and cash flow impact of the variation of non-functional currency denominated receivables and payables. The vast majority of such contracts are for a period not extending beyond one year.
Gains and losses resulting from hedging instruments offset the foreign exchange gains or losses on the underlying assets and liabilities being hedged. The maturities of the forward exchange contracts generally coincide with the settlement dates of the related transactions. Realized and unrealized gains and losses on these contracts are recognized in the same period as gains and losses on the hedged items. We also selectively hedge anticipated transactions that are subject to foreign exchange exposure,
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primarily with foreign currency exchange contracts, which are designated as cash flow hedges in accordance with Topic 815 - Derivatives and Hedging. We also entered into cross-currency fixed interest rate swap agreements, to hedge our net investments in foreign operations against future volatility in the exchange rates between the U.S. dollar and Euro.
At July 5, 2026 and June 29, 2025, we estimate that an unfavorable 10% movement in the exchange rates would have adversely changed our hedge valuations by approximately $81.7 million and $80.5 million, respectively.
| ITEM 4. | CONTROLS AND PROCEDURES | ||||
(a) Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
(b) Internal Control Over Financial Reporting. Our management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and determined that there were no changes in our internal control over financial reporting during the quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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| PART II | OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | ||||
From time to time, we are involved in litigation incidental to the conduct of our business. See Litigation and Other Legal Matters in Note 9 - Commitments, Contingencies and Litigation to the Consolidated Condensed Financial Statements, which is incorporated herein by reference.
| Item 1A. | Risk Factors | ||||
In addition to the other information set forth in this Form 10-Q and the risk factors set forth below, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our 2026 Annual Report, which could materially affect our business, financial condition or future results.
We may experience issues with lithium-ion cells or other components manufactured at our proposed gigafactory, which may harm the production and profitability of our gigafactory investment.
Our plan to grow the volume and profitability of our PPS business depends on significant Foreign Entity of Concern compliant lithium-ion battery cell production, including at a proposed gigafactory in South Carolina. If we are unable to commence or otherwise do not maintain and grow our respective operations when opened, if we cannot execute our strategy, or if we are unable to do so cost-effectively or hire and retain highly-skilled personnel there, our ability to manufacture our products profitably would be limited, which may harm our ability to grow the volume and profitability of our PPS business. Additionally, the start-up of operations after such project has been completed is also subject to risk. In order to complete the construction of the proposed gigafactory and achieve our profitability goals, we are relying upon, among other things, federal funding as well as short-term and long-term incentive packages through South Carolina and Greenville County. Our ability to realize and procure these benefits is subject to a variety of market, operational, regulatory and labor-related factors. Any failure to complete these projects, or any delays or failure to achieve the anticipated results from the implementation of this project, could have a material adverse effect on our business, financial condition, results of operations and liquidity.
Our $150 million funding from the U.S. Department of Energy ("DOE") is subject to review and will be subject to negotiation of specific terms and contingent on our compliance with the requirements negotiated with the DOE.
In January 2025, we entered into an agreement with the DOE's Office of Manufacturing and Energy Supply Chains for a $199 million award to support the construction of a new lithium-ion cell production facility in Greenville, South Carolina. With the revised scope and reduced size of the proposed gigafactory, in July 2026, we received a revised award of $150 million from the DOE. This funding additionally remains subject to certain compliance obligations and other terms and conditions.
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table summarizes the number of shares of common stock we purchased from participants in our equity incentive plans, as well as repurchases of common stock authorized by the Board of Directors. As provided by the Company’s equity incentive plans, (a) vested options outstanding may be exercised through surrender to the Company of option shares or vested options outstanding under the Company’s equity incentive plans to satisfy the applicable aggregate exercise price (and any withholding tax) required to be paid upon such exercise and (b) the withholding tax requirements related to the vesting and settlement of restricted stock units and market and performance condition-based share units may be satisfied by the surrender of shares of the Company’s common stock.
Purchases of Equity Securities
| Period | (a) Total number of shares (or units) purchased | (b) Average price paid per share (or unit) | (c) Total number of shares (or units) purchased as part of publicly announced plans or programs | (d) Maximum number (or approximate dollar value) of shares (or units) that may be purchased under the plans or programs (1) (2) | ||||||||||||||||||||||
| April 1 - April 30, 2026 | 51,232 | $ | 201.09 | — | $ | 951,353,634 | ||||||||||||||||||||
| May 1 - May 31, 2026 | 26,265 | 230.51 | 16,356 | 947,633,788 | ||||||||||||||||||||||
| June 1 - July 5, 2026 | 204,208 | 227.96 | 202,848 | 900,999,498 | ||||||||||||||||||||||
| Total | 281,705 | $ | 223.31 | 219,204 | ||||||||||||||||||||||
(1) The Company's Board of Directors has authorized the Company to repurchase up to such number of shares as shall equal the dilutive effects of any equity-based awards issued during such fiscal year under the 2023 Equity Incentive Plan and the number of shares exercised through stock option awards during such fiscal year, approximately $75.0 million.
(2) On August 6, 2025, the Company announced the establishment of a $1.0 billion stock repurchase authorization, with an expiration date of five years from the time of adoption unless otherwise modified or terminated by the Board.
| Item 4. | Mine Safety Disclosures | ||||
Not applicable.
| Item 5. | Other Information | ||||
During the quarter ended July 5, 2026, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated
On June 12, 2026 , Mark Matthews , CTO and President, Precision Power Solutions , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "10b5-1 Plan"). Mr. Matthews's 10b5-1 Plan provides for the potential sale of up to 971 shares of EnerSys common stock, subject to certain conditions and expires on December 31, 2026 .
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| ITEM 6. | EXHIBITS | ||||
| Exhibit Number | Description of Exhibit | |||||||
| 3.1 | Fifth Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-115553) filed on July 13, 2004). | |||||||
| 3.2 | Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the period ended December 29, 2024 (File No. 001-32253) filed on February 5, 2025). | |||||||
| 10.1 | Form of Award Agreements for Employees - Restricted Stock Units - 2023 EIP (filed herewith) | |||||||
| 10.2 | Form of Award Agreement for Employees - Performance-Based Stock Units - Adjusted EPS - 2023 EIP (filed herewith) | |||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) Under the Securities Exchange Act of 1934 (filed herewith). | |||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) Under the Securities Exchange Act of 1934 (filed herewith). | |||||||
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |||||||
| 101.INS | XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
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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 thereunto duly authorized.
| ENERSYS (Registrant) | ||||||||
| By | /s/ Andrea J. Funk | |||||||
| Andrea J. Funk | ||||||||
| Chief Financial Officer | ||||||||
Date: August 12, 2026
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