EnerSys (ENS) CEO reports new dividend-equivalent RSU grants in Form 4

Rhea-AI Filing Summary

EnerSys reported that its President and CEO received small additional common stock awards in the form of restricted stock units (RSUs) on December 26, 2025. These RSUs were granted in connection with a cash dividend paid on that date to stockholders of record as of December 12, 2025, and represent dividend-equivalent grants tied to previously awarded but unvested RSUs from August 2022, August 2023, August 2024, November 2024, and August 2025.

The transactions were all classified as acquisitions at a price of $0 per share, reflecting stock-based compensation rather than open-market purchases. After these grants, the reporting person beneficially owned a little over 72,040 shares of EnerSys common stock directly. The new RSUs will vest and be payable at the same time as the underlying original RSU 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

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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)

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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

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	12/26/2025		A		3.2416(1)	A	$0	71,976.2416	D
Common Stock	12/26/2025		A		4.8086(2)	A	$0	71,981.0502	D
Common Stock	12/26/2025		A		10.0503(3)	A	$0	71,991.1005	D
Common Stock	12/26/2025		A		6.9303(4)	A	$0	71,998.0308	D
Common Stock	12/26/2025		A		42.0574(5)	A	$0	72,040.0882	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 December 26, 2025, to stockholders of record as of December 12, 2025 (the "Dividend"), with respect to 1,819 unvested RSUs granted to the reporting person on August 12, 2022, 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 2,698 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.

3. These shares were granted in the form of RSUs, in connection with the Dividend, with respect to 5,638 unvested RSUs granted to the reporting person on August 9, 2024, and adjusted for a previously declared and paid cash dividend. 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 3,888 unvested RSUs granted to the reporting person on November 8, 2024, and adjusted for a previously declared and paid cash dividend. These RSUs will be payable concurrent with the underlying RSUs.

5. These shares were granted in the form of RSUs, in connection with the Dividend, with respect to 23,594 unvested RSUs granted to the reporting person on August 8, 2025, and adjusted for a previously declared and paid cash dividend. These RSUs will be payable concurrent with the underlying RSUs.

	/s/ John Yarbrough by Power of Attorney	12/30/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did EnerSys (ENS) report in this Form 4?

The filing shows that the EnerSys President and CEO acquired small amounts of common stock in the form of restricted stock units (RSUs) on December 26, 2025, all recorded as acquisitions at $0 per share as part of stock-based compensation.

Why did the EnerSys CEO receive additional RSUs on December 26, 2025?

The additional RSUs were granted in connection with a cash dividend paid on December 26, 2025 to stockholders of record as of December 12, 2025, functioning as dividend-equivalent RSUs linked to previously granted unvested RSUs.

How many EnerSys shares does the reporting person now beneficially own?

Following the reported transactions, the President and CEO beneficially owned 72,040.0882 shares of EnerSys common stock directly, as shown in Table I.

Were these EnerSys (ENS) insider transactions market purchases or sales?

No. The transactions were reported as acquisitions of RSUs at $0 per share, meaning they were stock-based compensation awards tied to a dividend, not open-market purchases or sales.

How do the new EnerSys RSUs vest and pay out for the CEO?

The filing states that each set of RSUs granted in connection with the dividend will vest and be payable concurrent with the underlying RSUs from the original awards granted in 2022, 2023, 2024, and 2025.

Which prior EnerSys RSU grants were adjusted by these dividend-equivalent awards?

The dividend-related RSUs were tied to unvested RSUs originally granted on August 12, 2022, August 11, 2023, August 9, 2024, November 8, 2024, and August 8, 2025, each adjusted for previously declared and paid cash dividends.