EnerSys CTO Receives Small RSU Credit After June Dividend

Rhea-AI Filing Summary

EnerSys (ENS) – Form 4 filing: President, Specialty & Interim CTO Mark E. Matthews reported four separate acquisitions on 27 June 2025. The transactions reflect 27.1567 additional restricted stock units (RSUs) that were automatically credited in connection with EnerSys’ cash dividend paid on 27 June 2025. No cash was exchanged (price = $0.00) and the RSUs vest concurrently with the underlying awards granted between 2021-2024. Matthews’ total direct beneficial ownership rose from roughly 16,864.7 shares to 16,891.8 shares. Because these are dividend-equivalent grants rather than open-market purchases, the economic impact is minimal but maintains management’s equity alignment with shareholders.

Positive

• Continued equity alignment: Insider’s stake marginally increases, reinforcing management-shareholder alignment.

Negative

• Immaterial size: The 27.16-share grant is too small to influence ownership dynamics or serve as a bullish signal.
• Not an open-market purchase: The award was automatic, offering no insight into the insider’s view on valuation.

Insights

Financial Analyst

TL;DR: Small dividend-equivalent RSU credit to CTO; immaterial to float and valuation.

The Form 4 discloses only 27.16 incremental RSUs—less than 0.2% of Matthews’ existing stake and far below 0.01% of EnerSys’ 40 m+ share count. Grants stem from standard dividend-equivalent adjustments, carry no cash outlay, and vest along with pre-existing awards. As such, there is no change in insider sentiment, liquidity, or capital structure. Investors can view the filing as routine administrative housekeeping rather than a signal of strategic direction.

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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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^*

Matthews Mark E.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. Specialty, Interim CTO

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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	06/27/2025		A		2.2249(1)	A	$0.00	16,866.8813	D
Common Stock	06/27/2025		A		6.3901(2)	A	$0.00	16,873.2714	D
Common Stock	06/27/2025		A		7.427(3)	A	$0.00	16,880.6984	D
Common Stock	06/27/2025		A		11.1147(4)	A	$0.00	16,891.8131	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 in the form of Restricted Stock Units ("RSUs"), in connection with the cash dividend paid on June 27, 2025 to stockholders of record as of June 13, 2025 (the "Dividend"), with respect to 804 unvested RSUs granted to the reporting person on August 16, 2021, and adjusted for previously declared and paid cash dividends. These RSUs will vest and are payable concurrent with the underlying RSUs.

2. These shares were granted in the form of RSUs, in connection with the Dividend, with respect to 2,310 unvested RSUs granted to the reporting person on August 12, 2022, and adjusted for previously declared and paid cash dividends. These RSUs will be payable concurrent with the underlying RSUs.

3. These shares were granted in the form of RSUs, in connection with the Dividend, with respect to 2,685 unvested RSUs granted to the reporting person on August 11, 2023, and adjusted for previously declared and paid cash dividends. These RSUs will be payable concurrent with the underlying RSUs.

4. These shares were granted in the form of RSUs, in connection with the Dividend, with respect to 4,018 unvested RSUs granted to the reporting person on August 9, 2024, and adjusted for previously declared and paid cash dividends. These RSUs will be payable concurrent with the underlying RSUs.

Remarks:

	John Yarbrough, by Power of Attorney	06/30/2025
	** Signature of Reporting Person	Date
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FAQ

How many EnerSys shares did Mark E. Matthews acquire on 27 June 2025?

27.1567 RSUs were credited to the insider as dividend equivalents.

What is Mark E. Matthews' total beneficial ownership after the transaction?

His direct holdings increased to 16,891.8131 shares of ENS common stock.

Did the insider pay cash for these EnerSys shares?

No. The RSUs were credited at $0.00 per share as part of dividend-equivalent adjustments.

Do the RSUs vest immediately?

They vest concurrently with the underlying grants issued between 2021 and 2024.

Does this Form 4 signal a change in insider sentiment toward ENS stock?

Unlikely; the filing is routine and administrative, not an open-market buy or sell.