ENS insider filing: O'Connell's RSU grant and 65,161-option award disclosed

Rhea-AI Filing Summary

Shawn M. O'Connell, President & CEO of EnerSys (ENS), reported a series of equity transactions affecting his direct holdings. On 08/08/2025 he received 23,536 shares as Restricted Stock Units and was recorded as acquiring 65,161 stock options with an exercise price of $105.16. After the 08/08 transactions his reported direct beneficial ownership was 66,625.854 shares and 65,161 options.

Subsequent entries show forfeitures of 816.1095 shares on 08/09/2025 and 586.0013 shares on 08/11/2025, leaving reported direct ownership of 65,223.7432 shares. The RSUs vest 25% on each August 8 from 2026 through 2029; the options vest in three equal annual installments beginning 08/08/2026 and show an expiration date of 08/08/2035.

Insights

Corporate Governance Expert

TL;DR: CEO equity awards and forfeitures were reported, showing standard retention-focused compensation with multi-year vesting.

The Form 4 discloses an RSU award of 23,536 shares and an option grant of 65,161 options at an exercise price of $105.16, with vesting schedules extending from 2026 through 2029 for RSUs and beginning 08/08/2026 for options. Two small forfeitures totaling 1,402.1108 shares were recorded across 08/09/2025 and 08/11/2025. These items are typical components of executive compensation designed to align management with long-term shareholder value and to retain the CEO, and they are disclosed consistently with Section 16 reporting requirements.

Compensation Analyst

TL;DR: The grant structure combines time-based RSUs and multi-year option vesting, indicating retention incentive rather than immediate liquidity.

The RSUs vest 25% annually on August 8 from 2026 to 2029, while the stock options vest in three equal annual installments beginning 08/08/2026 and expire on 08/08/2035. The exercise price is explicitly stated as $105.16. Forfeitures noted on 08/09/2025 (816.1095 shares) and 08/11/2025 (586.0013 shares) reduce the CEO's share count to 65,223.7432 shares. From a compensation-design perspective, this is a conventional mix of time-based equity awards.

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^*

O'Connell Shawn M.

(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)
	President & CEO

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		23,536(1)	A	$0.00	66,625.854	D
Common Stock	08/09/2025		F		816.1095(2)	D	$95.6	65,809.7445	D
Common Stock	08/11/2025		F		586.0013(3)	D	$95.6	65,223.7432	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
Stock Options (Right to buy)	$105.16	08/08/2025		A		65,161		(4)	08/08/2035	Common Stock	65,161	$0.00	65,161	D

Explanation of Responses:

1. These shares were granted as Restricted Stock Units that vest twenty-five percent on each of August 8, 2026, August 8, 2027, August 8, 2028, and August 8, 2029, subject to acceleration or forfeiture in certain specified circumstances, including the terms of the clawback policy adopted by the Board of Directors.

2. Shares were forfeited in connection with the vesting of Restricted Stock Units granted to the reporting person on August 9, 2024.

3. Shares were forfeited in connection with the vesting of Restricted Stock Units granted to the reporting person on August 11, 2023.

4. These options vest in three equal annual installments beginning on August 8, 2026, subject to acceleration or forfeiture in certain specified circumstances, including the terms of the clawback policy adopted by the Board of Directors.

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 transactions did EnerSys (ENS) CEO Shawn O'Connell report on the Form 4?

On 08/08/2025 Mr. O'Connell was granted 23,536 RSUs and 65,161 stock options at an exercise price of $105.16. Forfeitures of 816.1095 and 586.0013 shares were reported on 08/09/2025 and 08/11/2025, respectively.

How many shares did the CEO own after the reported transactions?

Following the transactions and forfeitures reported on the form, the CEO's reported direct beneficial ownership was 65,223.7432 shares.

What is the exercise price and expiration date for the options reported on the Form 4?

The reported stock options have an exercise price of $105.16 and an indicated expiration date of 08/08/2035.

What are the vesting terms for the RSUs and options reported?

The RSUs vest 25% on each August 8 in 2026, 2027, 2028 and 2029. The options vest in three equal annual installments beginning 08/08/2026.

What role does the reporting person hold at EnerSys?

The reporting person is identified as Shawn M. O'Connell, serving as President & CEO and filing the Form 4 as an officer and director.