[Form 4] EnerSys, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Howard I. Hoffen, a director of EnerSys (ENS) and reporting through Metalm ark Capital, was granted 2,088 Deferred Stock Units (DSUs) on 08/08/2025 as disclosed on a Form 4. The DSUs were recorded at a $0.00 price and are described as vesting upon grant but payable no earlier than six months following termination of service, at the director's election.

The filing also shows an indirect beneficial ownership position of 47,396.4502 shares, while the reporting person disclaims direct pecuniary interest in the granted DSUs except to the extent ultimately realized. The company retains a one-year clawback right over DSU value following termination under specified events.

Positive

• Grant of 2,088 DSUs aligns the director's economic interest with shareholders through deferred equity compensation.
• Disclosure of 47,396.4502 indirect shares increases transparency about the director's broader ownership stake.

Negative

• DSU payout is deferred and payable only after termination (no earlier than six months), so there is limited immediate economic exposure.
• DSUs are subject to a one-year clawback following termination under certain events, which may limit realized value.

Insights

Securities Analyst

TL;DR Routine director award of DSUs with limited immediate economic impact but clarifies current ownership.

The Form 4 reports a non-cash grant of 2,088 DSUs to Director Howard I. Hoffen on 08/08/2025, recorded at $0.00. Because DSUs are payable only after termination (no earlier than six months) and the filer expressly disclaims direct pecuniary interest, the transaction is compensatory rather than a market trade and is unlikely to move trading or valuation metrics. The disclosed 47,396.4502 indirect shares provide useful context on the director's broader economic exposure.

Corporate Governance Expert

TL;DR Typical director retention/compensation design: deferred payout and clawback provisions align incentives while protecting the company.

The grant structure — DSUs that vest upon grant but are payable no earlier than six months after service ends, combined with a company clawback window of one year — is a standard governance tool to align long-term director incentives and allow recoupment for post-termination misconduct or other triggering events. The reporter's disclaimer of direct pecuniary interest is a factual disclosure that limits the asserted beneficial ownership to amounts ultimately realized.

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

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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^*

HOFFEN HOWARD I

(Last) (First) (Middle)

C/O METALMARK CAPITAL

1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)

NEW YORK NY 10036

(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	47,396.4502(2)	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.

2. The reporting person has no direct pecuniary interest in such shares and disclaims beneficial ownership except to the extent ultimately realized.

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.
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