Ultralife: EnerSys unit makes $16 cash tender offer

The offer is expressly not subject to a financing condition.

Rhea-AI Filing Summary

Ultralife Corporation (ULBI) is the subject of a cash tender offer by EnerSys Mergersub Inc., a wholly owned subsidiary of EnerSys, for any and all outstanding common shares at $16.00 per share. Consideration is payable in cash without interest and is subject to reduction for applicable withholding taxes. The offer is subject to its stated terms and conditions and is not subject to a financing condition. The Offer to Purchase is dated October 28, 2026, and the merger agreement is dated October 27, 2026.

Key Figures

Tender offer price: $16.00 per share Common stock par value: $0.10 per share Offer to Purchase date: October 28, 2026 +1 more

4 metrics

Tender offer price $16.00 per share Cash consideration for any and all outstanding Ultralife common shares

Common stock par value $0.10 per share Ultralife common stock

Offer to Purchase date October 28, 2026 Date of the Offer to Purchase

Merger agreement date October 27, 2026 Agreement among EnerSys, EnerSys Mergersub Inc. and Ultralife Corporation

Key Terms

tender offer, financing condition, Letter of Transmittal, withholding taxes

4 terms

tender offer regulatory

"for any and all of the outstanding shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

financing condition financial

"The Offer is not subject to a financing condition"

Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.

Letter of Transmittal regulatory

"and in the related letter of transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

withholding taxes financial

"subject to reduction for any applicable withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is EnerSys offering for ULBI shares?

EnerSys Mergersub Inc. is offering $16.00 in cash per Ultralife common share, without interest and subject to reduction for applicable withholding taxes. The offer seeks any and all outstanding shares and is subject to the terms and conditions set out in the Offer to Purchase and Letter of Transmittal.

Does the ULBI tender offer have a financing condition?

No. The offer is not subject to a financing condition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/28/2026 - 07:10 AM EDT Accepted by SEC EDGAR 10/28/2026 - 07:00 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

ULTRALIFE CORPORATION

(Name of Subject Company)

ENERSYS MERGERSUB INC.

(Offeror)

ENERSYS

(Parent of Offeror)

(Names of Filing Persons)

Common stock, par value $0.10 per share

(Title of Class of Securities)

903899102

(CUSIP Number of Class of Securities)

Andrea J. Funk

EnerSys

Chief Financial Officer

2366 Bernville Road

Reading, Pennsylvania 19605

(610) 208-1991

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Anne Peetz

Jocelyne Kelly

Reed Smith LLP

1221 McKinney St #2100

Houston, Texas 77010

(713) 469-3800

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the tender offer by EnerSys Mergersub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of EnerSys, a Delaware corporation (“EnerSys”), for any and all of the outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Ultralife Corporation, a Delaware corporation (“Ultralife”), in exchange for $16.00 per Share, payable in cash, without interest and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated October 28, 2026 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Item 1. Summary Term Sheet.

Regulation M-A Item 1001

The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.

Item 2. Subject Company Information.

Regulation M-A Item 1002

(a) Name and Address. The name, address, and telephone number of the subject company’s principal executive offices are as follows:

Ultralife Corporation

2000 Technology Parkway

Newark, New York 14513

(315) 332-7100

(b)-(c) Securities; Trading Market and Price. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

INTRODUCTION

THE TENDER OFFER — Section 6 (“Price Range of Shares; Dividends”)

Item 3. Identity and Background of Filing Person.

Regulation M-A Item 1003

(a)-(b) Name and Address; Business and Background of Entities. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 8 (“Certain Information Concerning EnerSys and Merger Sub”)

SCHEDULE I — Information Relating to EnerSys and Merger Sub

(d) Tender offer. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 8 (“Certain Information Concerning EnerSys and Merger Sub”)

SCHEDULE I — Information Relating to EnerSys and Merger Sub

-1-

Item 4. Terms of the Transaction.

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A Item 1005

(a) Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Ultralife”)

(b) Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Ultralife”)

THE TENDER OFFER —Section 11 (“The Merger Agreement; Other Agreements”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Ultralife”)

Item 6. Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006

(a)-(b) Purposes; Use of securities acquired. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Ultralife”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

(c) (1)-(7) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Ultralife”)

-2-

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Ultralife”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 14 (“Dividends and Distributions”)

-3-

Item 7. Source and Amount of Funds or Other Consideration.

Regulation M-A Item 1007

(a) Source of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 9 (“Source and Amount of Funds”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Ultralife”)

(b) Conditions. The Offer is not subject to a financing condition.

(d) Borrowed Funds. Not applicable.

Item 8. Interest in Securities of the Subject Company.

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

THE TENDER OFFER — Section 8 (“Certain Information Concerning EnerSys and Merger Sub”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Ultralife”)

SCHEDULE I — Information Relating to EnerSys and Merger Sub

(b) Securities Transactions. None.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

Regulation M-A Item 1009

(a) Solicitations or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 3 (“Procedures for Accepting the Offer and Tendering Shares”)

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Ultralife”)

THE TENDER OFFER — Section 18 (“Fees and Expenses”)

-4-

Item 10. Financial Statements.

Regulation M-A Item 1010

(a) Financial Information. Not Applicable.

(b) Pro Forma Information. Not Applicable.

Item 11. Additional Information.

Regulation M-A Item 1011

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

SUMMARY TERM SHEET

THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or Negotiations with Ultralife”)

THE TENDER OFFER — Section 11 (“The Merger Agreement; Other Agreements”)

THE TENDER OFFER — Section 12 (“Purpose of the Offer; Plans for Ultralife”)

THE TENDER OFFER — Section 13 (“Certain Effects of the Offer”)

THE TENDER OFFER — Section 16 (“Certain Legal Matters; Regulatory Approvals”)

(c) Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

-5-

Item 12. Exhibits.

Regulation M-A Item 1016

Exhibit No.		Description
(a)(1)(A)*		Offer to Purchase, dated October 28, 2026.
(a)(1)(B)*		Letter of Transmittal.
(a)(1)(C)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)*		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*		Summary Advertisement as published in The New York Times on October 28, 2026.
(a)(1)(F)		Press Release issued by EnerSys on October  27, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by EnerSys with the U.S. Securities and Exchange Commission on October 27, 2026).
(d)(1)		Agreement and Plan of Merger, dated as of October  27, 2026, by and among EnerSys, EnerSys Mergersub Inc. and Ultralife Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by EnerSys with the U.S. Securities and Exchange Commission on October 27, 2026).
(d)(2)		Tender and Support Agreement, dated as of October  27, 2026, by and among EnerSys, EnerSys Mergersub Inc., Bradford T. Whitmore, SUNRAY I, LLC, Whitmore Holdings, LLC and the Bradford Whitmore Trust and, solely for purposes of Section  5.4 thereof, Ultralife Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by EnerSys on October 27, 2026).
(d)(3)*		Indication of Interest, dated as of July 14, 2026, between EnerSys and Ultralife Corporation.
(g)		None.
(h)		None.
107*		Filing fee table

* Filed herewith.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

-6-

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 28, 2026

ENERSYS MERGERSUB INC.
By:		/s/ Andrea J. Funk
Name:		Andrea J. Funk
Title:		President
ENERSYS
By:		/s/ Andrea J. Funk
Name:		Andrea J. Funk
Title:		Chief Financial Officer