ENS Form 4: Director Caroline Chan Receives 2,088 Deferred Stock Units

Rhea-AI Filing Summary

EnerSys director Caroline Chan received a grant of 2,088 Deferred Stock Units (DSUs) reported as an acquisition of common stock on 08/08/2025, recorded at a price of $0.00. The grant increases Ms. Chan's reported beneficial ownership to 15,613.0927 shares. The DSUs vest upon grant but are payable only after the director's termination of service at the director's election.

The DSUs include a company right of clawback within one year following termination upon certain events. The filing treats the award as an acquired non-derivative security and discloses direct ownership form; no option exercise or convertible security activity is reported.

Positive

• Director ownership increased by 2,088 DSUs, raising reported beneficial ownership to 15,613.0927, which can align director interests with shareholders
• Grant was equity-settled (DSUs) with no immediate cash payout, preserving company liquidity

Negative

• DSUs are payable only after termination, so the director does not receive immediate transferable shares
• DSUs are subject to a one-year clawback following termination upon certain events, limiting the award's security

Insights

Corporate Governance Expert

TL;DR: Routine director compensation through DSUs increases insider ownership but is deferred and subject to clawback, so immediate alignment is limited.

The reported grant of 2,088 DSUs to a director is consistent with standard board compensation practices where equity is deferred. The increase to 15,613.0927 shares raises insider stake numerically but the award is payable only after termination and includes a one-year clawback right, limiting immediate voting or liquid economic alignment. From a governance perspective this strengthens long-term alignment while preserving the company's recovery rights for post-termination events.

Compensation Analyst

TL;DR: A zero-price DSU grant reported as a stock acquisition shows compensation was equity-settled and deferred; financial impact is non-cash at grant.

The Form 4 reports an acquisition coded as A with a reported price of $0.00, indicating a grant rather than a market purchase. The DSUs vest immediately but are payable only after service ends, which defers cash or share issuance. The clawback provision noted provides downside protection for the company. Overall, the disclosure reflects routine, non-cash director compensation with limited near-term financial impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chan Caroline

(Last) (First) (Middle)

C/O ENERSYS

2366 BERNVILLE ROAD

(Street)

READING PA 19605

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EnerSys [ ENS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		A		2,088(1)	A	$0.00	15,613.0927	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were granted as Deferred Stock Units (DSUs) and vest upon grant. These DSUs are payable no earlier than six months following termination of service as a director of the Company, at the director's election, with the right of the Company to clawback the value of the DSUs within one year following a termination of service upon the occurrence of certain events.

Remarks:

	John Yarbrough, by Power of Attorney	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did EnerSys (ENS) report on the Form 4?

The Form 4 reports that director Caroline Chan was granted 2,088 Deferred Stock Units (DSUs) on 08/08/2025, recorded as an acquisition at $0.00.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the filing shows beneficial ownership of 15,613.0927 shares.

When are the DSUs payable and are there restrictions?

The DSUs vest upon grant but are payable no earlier than six months following termination of service at the director's election, and are subject to a clawback within one year following termination upon certain events.

What is the relationship of the reporting person to EnerSys (ENS)?

The reporting person, Caroline Chan, is listed in the filing as a Director of EnerSys.

Was this a cash purchase or a compensation grant?

The transaction is reported with a price of $0.00 and explained as a grant of DSUs, indicating an equity compensation award rather than a market purchase.