Enerpac Tool Group (NYSE: EPAC) outlines 2026 meeting, director slate, pay

Rhea-AI Filing Summary

Enerpac Tool Group Corp. is asking shareholders to vote at its virtual annual meeting on February 4, 2026, on electing eight directors, ratifying Ernst & Young LLP as independent auditor, and approving on an advisory basis the compensation of its named executive officers.

The meeting will be held online at www.virtualshareholdermeeting.com/EPAC2026 for holders of its Class A common stock as of the December 1, 2025 record date, when 52,773,605 shares were outstanding. The board is majority independent, with separate Chair and CEO roles and three standing committees overseeing audit, governance and sustainability, and talent and compensation, including cybersecurity, environmental and human capital matters.

Executive pay is heavily performance-based, using metrics such as organic sales growth, adjusted EBITDA, margin and free cash flow conversion. For fiscal 2025, annual bonuses paid out at 100.7% of target, and long-term performance share awards for the three-year period ended August 31, 2025 paid at 186% of target, driven by 23% return on invested capital and strong relative total shareholder return. A prior say‑on‑pay vote in February 2025 received approximately 97% support.

TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 ☐
Preliminary Proxy Statement

 ☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒
Definitive Proxy Statement

 ☐
Definitive Additional Materials

 ☐
Soliciting Material under Rule 14a-12

ENERPAC TOOL GROUP CORP.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒
No fee required.

 ☐
Fee paid previously with preliminary materials.

 ☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1) and 0-11

TABLE OF CONTENTS

ENERPAC TOOL GROUP CORP.

648 N. Plankinton Ave., 4^th Floor

Milwaukee, Wisconsin 53203

(262) 293-1500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of ENERPAC TOOL GROUP CORP.:

Notice is hereby given that the Annual Meeting of Shareholders of Enerpac Tool Group Corp., a Wisconsin corporation (the “Company,” “Enerpac,” “we” or “our”), will be held on February 4, 2026 at 2:00 p.m., Central Time, solely by means of remote communication at www.virtualshareholdermeeting.com/EPAC2026 for the following purposes (all as set forth in the accompanying Proxy Statement):

1.
To elect eight directors from the nominees described in the accompanying Proxy Statement;

2.
To ratify the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending August 31, 2026;

3.
To hold an advisory (non-binding) vote to approve the compensation of our named executive officers; and

4.
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The virtual format of the Annual Meeting allows the Company to preserve and even increase shareholder access, while also saving time and money for both the Company and its shareholders. Even with a virtual format, you will still be able to vote and submit questions during the meeting, and we encourage you to attend online and participate.

The Board of Directors recommends a vote FOR the election as director of each of the nominees described in the accompanying Proxy Statement and FOR Proposals 2 and 3. The Board of Directors or proxy holders will use their discretion on other matters that may arise at the Annual Meeting.

The Board of Directors has fixed the close of business on December 1, 2025 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof. The list of shareholders entitled to vote at the Annual Meeting shall be available for examination by any shareholder during the meeting by accessing the meeting website at www.virtualshareholdermeeting.com/EPAC2026.

To ensure that your shares will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible.

We are electronically disseminating Annual Meeting materials to our shareholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Shareholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Technical support will be available starting at 1:00 p.m., Central Time, on February 4, 2026.

Finally, we have two directors, Alfredo Altavilla and Judy L. Altmaier, who are not standing for re-election at the Annual Meeting. I would like to personally thank Mr. Altavilla and Ms. Altmaier for their thoughtful and diligent service on the Enerpac Board of Directors.

By Order of the Board of Directors,

E. JAMES FERLAND

Chair of the Board

Milwaukee, Wisconsin

December 22, 2025

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

General Information			1
Proposal 1: Election of Directors			4
Proposal 2: Ratification of Appointment of Independent Auditors			7
Proposal 3: Advisory Vote to Approve Compensation of Our Named Executive Officers			8
Certain Beneficial Owners			9
Corporate Governance Matters			11
Board Election and Leadership Structure			11
Board Committees, Charters, Functions and Meetings			11
Executive Sessions of Non-Management Directors			12
Independence of Directors; Financial Expertise of Audit Committee			13
Key Areas of Board Oversight			13
Director Selection Procedures			15
Summary of Director Nominee Skills, Competencies and Attributes			16
Director Resignation Policy			17
Communications with Directors			17
Certain Relationships and Related Person Transactions			17
Compensation Committee Interlocks and Insider Participation			17
Information Available Upon Request			17
Report of the Audit Committee			18
Executive Compensation (Compensation Discussion and Analysis)			19
Executive Summary			19
Alignment of Compensation to Performance			20
Shareholder Input on Executive Compensation Program			20
Executive Compensation Practices			20
Oversight of the Executive Compensation Program			20
Assessing Competitive Compensation Practices			21
Target Level Compensation Determination			22
Components of Executive Compensation			22
Stock Ownership Requirements			29
Anti-Hedging and Insider Trading Policies			29
Compensation Clawback Policies			29
Changes for the Fiscal 2026 Executive Compensation Program			30
Talent Development and Compensation Committee Report			30
Summary Compensation Table			31
Grants of Plan-Based Awards			33
Outstanding Equity Awards at Fiscal Year-End			34
Equity Awards Vested in Fiscal 2025			35
Employee Deferred Compensation			36
Equity Compensation Plan Information			37
Senior Officer Severance Plan and Executive Agreements			37
Change In Control Payments			39
CEO Pay Ratio			40
Pay Versus Performance			42
Non-Employee Director Compensation			46
Other Information			47
Delinquent Section 16(a) Reports			47
Independent Public Accountants			47
Shareholder Proposals			47
Householding of Annual Meeting Materials			47
Forward-Looking Statements			48
Additional Matters			48

TABLE OF CONTENTS

648 N. Plankinton Ave., 4^th Floor

Milwaukee, Wisconsin 53203

(262) 293-1500

PROXY STATEMENT

This Proxy Statement and accompanying proxy are being first sent to

shareholders on or about December 22, 2025.

GENERAL INFORMATION

This Proxy Statement and accompanying proxy are furnished to the shareholders of Enerpac Tool Group Corp. (the “Company,” “Enerpac,” “we,” or “us”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the virtual Annual Meeting of Shareholders on February 4, 2026 (the “Meeting”), and at any adjournment thereof. Accompanying this Proxy Statement is a Notice of Annual Meeting of Shareholders and a form of proxy for the Meeting. The Company’s 2025 Annual Report to Shareholders (the “Annual Report”), which includes its Annual Report on Form 10-K for the fiscal year ended August 31, 2025 (without exhibits), accompanies this Proxy Statement and contains financial statements and certain other information concerning the Company.

ACCESSING THE VIRTUAL ANNUAL MEETING

This year, the Meeting will be held solely by means of remote communication, and there will be no in-person meeting location. The Meeting is open to all holders of our common stock as of the Record Date (as defined below). Shareholders will be able to attend and participate in the virtual meeting, including voting their shares and asking questions. To attend and participate in the Meeting, visit www.virtualshareholdermeeting.com/EPAC2026 and enter the 16-digit control number listed on your proxy card or voting instruction form.

The Meeting will begin promptly at 2:00 p.m., Central Time, on February 4, 2026. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the virtual platform and ensure that you can hear the streaming audio. You may log into the virtual platform beginning at 1:45 p.m., Central Time, on February 4, 2026.

The virtual annual meeting is supported across different online browsers and devices (desktops, laptops, tablets and cell phones). Please be certain you have the most updated version of the applicable software and plugins. Also, you should ensure that you have a strong Internet connection from wherever you intend to participate in the virtual annual meeting.

If you encounter any difficulties accessing the Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Technical support will be available starting at 1:00 p.m., Central Time, on February 4, 2026.

RECORD DATE

The record date for shareholders entitled to notice of and to vote at the Meeting is the close of business on December 1, 2025 (the “Record Date”). As of the Record Date, 52,773,605 shares of the Company’s Class A common stock were outstanding. Each share of Class A common stock outstanding on the Record Date is entitled to one vote on all matters submitted at the Meeting. No other class of capital stock was outstanding on the Record Date.

QUORUM

A majority of the votes entitled to be cast, present by means of remote communication or represented by proxy, will constitute a quorum for action at the Meeting. Abstentions will be counted as shares present for purposes of determining the presence or absence of a quorum. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some or all of the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called “broker non-votes”) are also considered to be shares present for purposes of determining whether a quorum exists.

If you hold your shares in an account maintained by a bank, broker or other holder of record (referred to as holding shares in “street name”), these holders are permitted under the rules of the New York Stock Exchange (the “NYSE”) to vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent auditor, even if they do not receive voting instructions from you,

1

TABLE OF CONTENTS

but are not permitted under the rules of the NYSE to vote on Proposals 1 and 3, unless you timely provide them with your voting instructions. It is important, therefore, if you hold your shares through an account maintained by a bank, broker or other holder of record that you timely provide your instructions to them so that your vote with respect to these matters may be cast.

The voting requirements and the procedures described in this section and below are based upon provisions of the Wisconsin Business Corporation Law, the Company’s Restated Articles of Incorporation, as amended, and its bylaws, the rules of the NYSE and any other requirements applicable to the matters to be voted upon.

REQUIRED VOTE

Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election at a meeting at which a quorum is present (Proposal 1). A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Shares for which authority is withheld to vote for director nominees and broker non-votes have no effect on the election of directors.

In order to approve the ratification of Ernst & Young LLP as our independent auditor for the fiscal year ending August 31, 2026 (Proposal 2), the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions will have no effect on this proposal. As noted above, banks, brokers or other entities holding your shares in “street name” are permitted to vote on this proposal, even if you do not provide any voting instructions.

In order to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (Proposal 3), the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions and broker non-votes will not count in determining the outcome of the vote on this proposal.

Any other business that may properly come before the Meeting, or any adjournment of the Meeting, will be approved if more votes are cast FOR the proposal than are cast AGAINST the proposal. Accordingly, broker non-votes, if any, and abstentions will not be counted in determining the outcome of the votes on any such proposal. The Board of Directors is not aware of any other business to be addressed at the Meeting; however, other business may be addressed if it properly comes before the Meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are pleased to be distributing our proxy materials to shareholders via the Internet under the “notice and access” approach permitted by the rules of the Securities and Exchange Commission (the “SEC”). As a result, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (a “Notice”) about the Internet availability of the proxy materials instead of a full paper copy of the proxy materials. This approach conserves natural resources and reduces our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting. All shareholders will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Our Proxy Statement and the Annual Report are available at www.proxyvote.com.

COST OF SOLICITING PROXIES

The cost of soliciting proxies, including the expense of forwarding to beneficial owners of stock held in the name of another, will be borne by the Company. In addition, officers and employees of the Company may solicit the return of proxies from certain shareholders by telephone or meeting. Such officers and employees will receive no compensation in addition to their regular compensation for such solicitation. The Company may engage a professional proxy solicitation firm to assist us in the solicitation of proxies and provide us with advice and support related to solicitation. If we engage such a firm for these services, we do not expect the total costs to us for its services to exceed $20,000.

VOTING PROCEDURES

Via the Internet before the Meeting. If you hold your shares directly—that is, not in an account maintained by a bank, broker or other holder of record—then you may vote your shares before the Meeting over the Internet by following the instructions on the Notice or, if you requested a paper copy of the proxy materials, the paper copy of the proxy card that you received. The Internet procedures are designed to authenticate a shareholder’s identity to allow shareholders to vote their shares and confirm that their votes have been properly recorded. The Notice instructs you how to access and review the Proxy Statement and the Annual Report. You will then be directed to select a link where you will be able to vote on the proposals presented. The deadline for Internet voting will be 10:59 p.m., Central Time, on February 3, 2026.

If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions via the Internet depends on the voting process of the bank, broker or other entity through which you hold the shares. Please review the voting instruction form from your bank, broker or other entity through which you hold the shares and complete, sign and return the form you received. You should check your voting instruction form to see if telephone or Internet voting is available to you.

2

TABLE OF CONTENTS

By Telephone. Shareholders who hold their shares directly may vote via telephone using the toll-free number listed on the proxy card. The deadline for telephone voting will be 10:59 p.m., Central Time, on February 3, 2026. If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions by telephone depends on the voting process of the bank, broker or other entity through which you hold the shares. Please follow their directions carefully.

By Mail. Shareholders who hold their shares directly can vote by mail by first requesting a paper copy of the proxy materials, which will include a proxy card, by following the procedures set forth in the Notice. A shareholder receiving a paper proxy card may elect to vote by mail and should complete, sign and date their proxy card and mail it in the postage paid envelope provided. Proxy cards submitted by mail must be received by the time of the Meeting in order for your shares to be voted. If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions by mail depends on the voting process of the bank, broker or other entity through which you hold the shares. Please follow their directions carefully.

At the Meeting. Shares held directly in your name as the shareholder of record may be voted by you by attending the Meeting via the Internet and voting during the Meeting. Shares held beneficially in “street name” through an account with a bank, broker or other entity may be voted by you at the Meeting only if you obtain a legal proxy from the bank, broker or other entity that holds your shares giving you the right to vote the shares and bring such proxy to the Meeting. To attend and participate in the Meeting, visit www.virtualshareholdermeeting.com/EPAC2026 and enter the 16-digit control number listed on your proxy card or voting instruction form. Please have your notice in hand when you access the website and then follow the instructions.

Shares Held in Plans. Shares held for the accounts of participants in the Company’s 401(k) Plan (the “401(k) Plan”) will be voted in accordance with the instructions of the participants or otherwise in accordance with the terms of the 401(k) Plan. Shares held for the accounts of the participants in the Company’s Deferred Compensation Plan (the “Employee Deferred Compensation Plan”) will be voted by the rabbi trust associated with the Employee Deferred Compensation Plan, as directed by the Company.

REVOCATION OF PROXIES

A proxy may be revoked, prior to its exercise, by executing and delivering a later-dated proxy, by delivering written notice of the revocation of the proxy to the Corporate Secretary prior to the Meeting, by voting on the Internet after you have given your proxy (only your latest Internet or telephone proxy submitted prior to the Meeting will be counted) or by attending and voting at the Meeting. Attendance at the Meeting, in and of itself, will not constitute a revocation of a proxy. Please note that any re-votes by mail or proxy revocations must be received by our Corporate Secretary at Enerpac Tool Group Corp., 648 N. Plankinton Ave., 4th Floor, Milwaukee, Wisconsin 53203 prior to the Meeting in order to be effective.

Unless previously revoked, the shares represented by all properly executed proxies received in time for the Meeting will be voted in accordance with the shareholder’s directions. If no directions are specified on a duly submitted proxy, the shares will be voted, in accordance with the recommendations of the Board of Directors, FOR the election of the directors nominated by the Board of Directors, FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor, FOR the approval, on a non-binding basis, of the compensation of our named executive officers as described in this Proxy Statement, and in accordance with the discretion of the persons appointed as proxies on any other matters properly brought before the Meeting.

3

TABLE OF CONTENTS

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors currently consists of ten members. Directors are elected annually for one-year terms. Alfredo Altavilla and Judy L. Altmaier are not standing for re-election as directors at the Meeting, and, effective at the commencement of the Meeting, the authorized number of directors will be reduced to eight members. We thank Mr. Altavilla and Ms. Altmaier for their thoughtful and diligent service to Enerpac.

Accordingly, at the Meeting, eight directors will be elected to serve until the next annual meeting of shareholders and until their successors shall be elected and qualified. The Board of Directors has nominated the eight individuals listed below for election as directors at the Meeting. Each of these nominees is presently serving as a director of the Company and was most recently elected by the shareholders at the Company’s annual meeting held in February 2025.

It is the intention of the persons named in the accompanying form of proxy to vote such proxy for the election of the persons named below, unless otherwise instructed by a shareholder in a completed proxy that is timely submitted. In the event any of the nominees should become unable to serve as a director, an eventuality which management has no reason to believe will occur, proxies may be voted for another nominee.

DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

The Board has nominated each of the following individuals for election for a one-year term expiring at the annual meeting of shareholders to be held in 2027.

				J. Palmer Clarkson Former President and Chief Executive Officer of Bridgestone HosePower LLC INDEPENDENT DIRECTOR Age: 68 Director since: 2018			Other Current Public Company Directorships:   •    CNX Resources Corporation			Enerpac Board Committees:   •    Talent Development and Compensation   •    Governance and Sustainability Other Directorships within the Last Five Years:   •    None
	Mr. Clarkson retired from his position as President and Chief Executive Officer of Bridgestone HosePower LLC, a Florida-based industrial hose service company in 2022. Founded by Mr. Clarkson in 1990 and acquired by Bridgestone Hose in 2014, HosePower is the largest U.S. based service provider of hydraulic and industrial hoses used in construction machinery, mining, oil field equipment and general industrial applications. Mr. Clarkson is the chair of the environmental, safety and corporate responsibility committee and the compensation committee and serves on the nominating and corporate governance committee of CNX Resources Corporation. Mr. Clarkson’s areas of expertise include financial and operational management, distribution and dealer channel management, business development and capital allocation. Mr. Clarkson brings a significant understanding of the Company’s tools business and sales channels to the Board, as well as strong financial and accounting experience.

				Danny L. Cunningham Former Partner and Chief Risk Officer of Deloitte & Touche, LLP INDEPENDENT DIRECTOR Age: 70 Director since: 2016			Other Current Public Company Directorships:  •    WEC Energy Group, Inc.			Enerpac Board Committees:   •    Audit, Chair   •    Governance and Sustainability Other Directorships within the Last Five Years:   •    None
	Mr. Cunningham is a retired Partner and former Chief Risk Officer of Deloitte & Touche, LLP, a multinational public accounting firm. He has more than 30 years of experience serving public audit clients in a broad array of industries, including manufacturing. He has practiced in both the United States and China. He is the chair of the audit and oversight committee and a member of the executive committee of WEC Energy Group, Inc. Mr. Cunningham possesses expertise in the areas of financial reporting, auditing, accounting and risk management and also brings a strong knowledge of corporate transactions and a global perspective to the Board.

4

TABLE OF CONTENTS

				E. James Ferland Former Chairman and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc. INDEPENDENT DIRECTOR NON-EXECUTIVE CHAIR OF THE BOARD Age: 59 Director since: 2014			Other Current Public Company Directorships:   •    None			Enerpac Board Committees:   •    Governance and Sustainability, Chair Other Directorships within the Last Five Years:   •    None
	Mr. Ferland is the retired Chairman and Chief Executive Officer of Babcock & Wilcox Enterprises, Inc. (“B&W”), a provider of energy and environmental products and services for power and industrial markets worldwide. He held those positions from July 2015, when B&W was spun-off from the Babcock & Wilcox Company (now known as BWX Technologies, Inc.), until March 2018. Mr. Ferland was Chief Executive Officer of Babcock & Wilcox Company from 2012 through the date of the spin-off. He previously held various leadership roles with Westinghouse Electric Company, LLC and PNM Resources, Inc. With more than 25 years of senior management and engineering experience in diversified industries, Mr. Ferland brings to the Board extensive operations, financial and acquisition experience, knowledge of the energy markets and valuable perspectives from leading a global public company.

				Colleen M. Healy Former Chief Financial Officer and Principal Accounting Officer of SailPoint Technologies Holdings, Inc. INDEPENDENT DIRECTOR Age: 54 Director since: 2023			Other Current Public Company Directorships:   •    None			Enerpac Board Committees:   •    Audit   •    Governance and Sustainability Other Directorships within the Last Five Years:   •    None
	Ms. Healy is the retired Chief Financial Officer and Principal Accounting Officer of SailPoint Technologies Holdings, Inc. (“SailPoint”), an identity and access management software company. She held those positions from March 2022 until the sale of SailPoint in August 2022. From October 2019 until December 2020, Ms. Healy served as the Chief Financial Officer of Basis Global Technologies, Inc. (formerly, Centro, Inc.), a provider of workflow automation and business intelligence software for marketing and advertising functions within enterprises. Prior to 2018, Ms. Healy served as Vice President, Finance of Hillrom Holdings, Inc., Vice President, Investor Relations of TransUnion and in various positions of increasing responsibility over nearly 20 years at Microsoft Corporation, including as General Manager of U.S. Industry for Financial Services, Head of Investor Relations, and in senior roles within treasury, business development and corporate development. Ms. Healy has extensive experience in financial and strategic leadership, including serving as chief financial officer of a public company. She has deep experience in investor relations, mergers and acquisitions, capital markets and digital technologies, and brings strong leadership to the Board.

				Richard D. Holder Chief Executive Officer of Loparex LLC INDEPENDENT DIRECTOR Age: 62 Director since: 2017			Other Current Public Company Directorships:   •    Armstrong World Industries, Inc.			Enerpac Board Committees:   •    Audit   •    Talent Development and Compensation, Chair Other Directorships within the Last Five Years:   •    None
	Mr. Holder currently serves as Chief Executive Officer of Loparex LLC. Loparex is a leading supplier of engineered release liner solutions, enabling sustainable performance for customers around the globe through in-depth material science expertise and industry-leading technology. Prior to his current role, from January 2021 through January 2024, Mr. Holder served as President and CEO of HZO Inc., a provider of thin-film nanocoatings for electronics. From June 2013 to September 2019, Mr. Holder served as President and CEO of NN, Inc., a diversified industrial manufacturing company. He also held a variety of leadership positions during his twelve-year tenure at Eaton Corporation, where he last served as President of Eaton Electrical Components Group, a unit of Eaton’s Electrical sector. Prior to joining Eaton, he held leadership roles at US Airways, Allied Signal and Parker Hannifin. As a current and former chief executive officer and a seasoned executive with nearly 30 years of international experience across a diverse set of industries and disciplines, Mr. Holder brings to the Board a unique perspective from leading global public companies, along with extensive business, financial and industry experience.

5

TABLE OF CONTENTS

				Lynn C. Minella Former Executive Vice President & Chief Human Resources Officer of Johnson Controls International plc INDEPENDENT DIRECTOR Age: 67 Director since: 2022			Other Current Public Company Directorships:   •    None			Enerpac Board Committees:   •    Talent Development and Compensation   •    Governance and Sustainability Other Directorships within the Last Five Years:   •    None
	Ms. Minella is an accomplished human resources executive with more than 40 years of global experience across a diverse set of industries. She served as Executive Vice President and Chief Human Resources Officer of Johnson Controls International plc from June 2017 until her retirement in December 2021. Prior to joining Johnson Controls, she served as Group Human Resources Director at London-based BAE Systems plc from June 2012 to June 2017 and served on its Executive Committee. Prior to BAE Systems, she was with Air Products and Chemicals, Inc. from 2004 until 2012 where she was the Senior Vice President of Human Resources and Communications. Earlier in her career she also held a variety of human resources roles of increasing responsibility at International Business Machines Corporation. Ms. Minella serves on the board of directors of Kent, a privately owned global energy services provider. Ms. Minella brings extensive global experience in human resources management and human capital development across hardware and software development, services, and industrial and manufacturing organizations. She has significant experience in organization development; talent strategy development; employee engagement, development and learning; compensation and benefits management; and succession planning and leadership development. With her executive and board experience, she brings a firm understanding of corporate governance matters.

				Sidney S. Simmons Corporate Attorney INDEPENDENT DIRECTOR Age: 67 Director since: 2018			Other Current Public Company Directorships:   •    None			Enerpac Board Committees:   •    Audit   •    Governance and Sustainability Other Directorships within the Last Five Years:   •    None
	Mr. Simmons is a seasoned corporate and transactional attorney with over 40 years of experience. He provides legal counseling to a range of corporate clients, assisting them with mergers and acquisitions, business planning and structuring, and negotiating and implementing complex business transactions, among other matters. He has a long history of volunteer service with various national and local organizations, some of which include serving as chairman of the Audit Committee and as the Vice Chair of the Board of Directors of Catholic Charities USA and as Chairman of the Board of Directors of St. Vincent’s Health System, Inc., in Jacksonville, Florida. In addition to his deep and broad knowledge and his experience in executing commercial transactions, he brings experience in corporate governance and legal and regulatory compliance to the Board’s deliberations, as well as experience in recruiting and retaining executive talent.

				Paul E. Sternlieb President and Chief Executive Officer, Enerpac Tool Group Corp. MANAGEMENT Age: 53 Director since: 2021			Other Current Public Company Directorships:   •    Kennametal Inc.			Enerpac Board Committees:   •    None Other Directorships within the Last Five Years:   •    None
	Mr. Sternlieb was appointed President and Chief Executive Officer of the Company and a member of the Board effective October 2021. He joined Enerpac from John Bean Technologies Corporation (“JBT”), where he served since October 2017 as Executive Vice President and President of its Protein business. Prior to joining JBT, Mr. Sternlieb was Group President, Global Cooking in the Food Equipment Group at Illinois Tool Works Inc. from 2014 to 2017 and a Vice President and General Manager with Danaher Corporation from 2011 to 2014. Earlier in his career, he held management roles with H.J. Heinz Company and was a consultant with McKinsey & Company. Mr. Sternlieb also serves on the board of directors of Kennametal Inc., an industrial technology company traded on the NYSE. He holds an M.B.A. from, and was a Palmer Scholar at, the Wharton School and dual undergraduate degrees in Economics and Computer Science from the Jerome Fisher Program in Management & Technology at the University of Pennsylvania. Mr. Sternlieb brings extensive operational and international experience to the Company and Board and has an established record of using a systematic approach to delivering growth and margin expansion at industrial businesses. As the only member of Enerpac management to serve on the Board, Mr. Sternlieb also contributes a level of understanding of our Company not easily attained by an outside director.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE NOMINEES.

6

TABLE OF CONTENTS

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Ernst & Young LLP has been our independent registered public accounting firm since 2020, and has performed an audit of our consolidated financial statements for the fiscal year ended August 31, 2025 and the effectiveness of our internal control over financial reporting as of August 31, 2025. The Board of Directors recommends that the shareholders ratify the appointment of Ernst & Young LLP to audit the consolidated financial statements of the Company and the effectiveness of the Company’s internal control over financial reporting for the fiscal year ending August 31, 2026. Shareholder ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors is not required by the Company’s bylaws, but the Audit Committee is submitting the appointment of Ernst & Young LLP for shareholder ratification because the Audit Committee values shareholders’ views on the Company’s independent auditors. If the shareholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain Ernst & Young LLP. The Audit Committee also retains the right to direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

The Audit Committee is solely responsible for retaining or terminating the Company’s independent auditors. A representative of Ernst & Young LLP is expected to attend the Meeting and will have the opportunity to make a statement and respond to appropriate questions.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS.

7

TABLE OF CONTENTS

PROPOSAL 3

ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED

EXECUTIVE OFFICERS

We are asking our shareholders to approve, on a non-binding advisory basis, the compensation of the executive officers named in the Summary Compensation Table included in this Proxy Statement (the “Named Executive Officers” or “NEOs”), as disclosed in the Executive Compensation section and the accompanying compensation tables and narrative discussion contained in this Proxy Statement. The Talent Development and Compensation Committee has overseen the development and implementation of our executive compensation programs, which are designed to drive long-term success and increase shareholder value. We utilize our executive compensation programs to provide competitive compensation within our industry peer group that will attract and retain executive talent, encourage our leaders to perform at a high level by linking compensation with financial and performance milestones and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards.

Our overall executive compensation program is founded on several guiding principles, which we believe emphasize a pay-for-performance philosophy, reflect market practice and incentivize both short-term and long-term performance while discouraging excessive risk-taking:

• Executive compensation is aligned with our overall business strategy for driving growth opportunities; improving operating metrics; focusing on sales growth, margin expansion, earnings, cash flow generation and return on invested capital; and promoting a values-driven business culture that emphasizes respect for all employees, and a culture of belonging, safety, and ethical behavior.

• Base pay levels and incentive compensation opportunities provide an appropriate mix of compensation elements, are aligned with each executive’s role and responsibilities, and are regularly benchmarked to market practice for peer companies.

• Key executives responsible for establishing and executing our business strategy have incentive compensation opportunities that align with both annual commitments to investors and long-term shareholder value creation. The annual bonus program, performance equity awards, compensation clawback policies, stock ownership requirements, anti-hedging policy, and multi-year vesting periods on equity awards are important components of that alignment.

• Signing bonuses and initial equity awards are offered to compensate for compensation forfeited by new hires when leaving prior employment to the extent necessary to attract executive talent to join the Company in senior executive positions.

• Equity awards represent a significant portion of compensation for key executives to provide long-term retention incentives, with at least 50% of the target level of shares for annual equity awards vesting based on the achievement of performance goals (for Mr. Sternlieb, the proportion was 60%).

• Our overall compensation targets, not including initial awards to attract executive talent to join the Company, reflect our intent to pay executive “Total Direct Compensation” (base salary, annual bonus opportunity and the value of share-based awards) at approximately the 50^th percentile of pay for our peer group. The Talent Development and Compensation Committee retains discretion to consider factors such as individual performance, tenure, experience and responsibility to ensure an executive’s compensation is competitively positioned and thereby to attract and retain top talent reflective of our communities, industry, customers and values.

We believe that our pay-for-performance objectives result in compensation that reflects our financial results, stock price performance and other performance objectives described in the Compensation Discussion and Analysis. Accordingly, the Board of Directors requests our shareholders to approve, on an advisory basis, the compensation of our NEOs. Although the outcome of this advisory vote is non-binding, the Talent Development and Compensation Committee and the Board of Directors will review and consider the outcome, among other factors, when making future compensation decisions for our NEOs.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE EXECUTIVE COMPENSATION SECTION AND THE ACCOMPANYING COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED IN THIS PROXY STATEMENT.

8

TABLE OF CONTENTS

CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of October 31, 2025, unless otherwise indicated, certain information with respect to the beneficial ownership of common stock by persons known by the Company to beneficially own more than 5% of the outstanding shares of the Company’s Class A common stock, by the directors, by each current and former executive officer of the Company named in the Summary Compensation Table below, and by the Company’s directors and executive officers employed at October 31, 2025 as a group. Information with respect to the beneficial ownership of an executive officer not employed as of October 31, 2025 is presented as of the date of the former executive officer’s termination of service.

Beneficial Owner(1)			Amount and Nature			Percent of Class
More Than Five Percent Shareholders:
BlackRock, Inc.  50 Hudson Yards  New York, New York 10001			7,721,968(2)			14.5%
The Vanguard Group, Inc.  100 Vanguard Boulevard  Malvern, Pennsylvania 19355			6,337,517(3)			11.9%
Kayne Anderson Rudnick Investment Management, LLC et al.  2000 Avenue of the Stars, Suite 1110  Los Angeles, California 90067			4,643,081(4)			8.7%
Capital International Investors  333 South Hope Street, 55th Floor  Los Angeles, California 90071			4,347,380(5)			8.2%
Neuberger Berman Group LLC et al.  1290 Avenue of the Americas  New York, NY 10104			3,310,897(6)			6.2%
Officers and Directors:
Alfredo Altavilla, Director			30,542			*
Judy L. Altmaier, Director			24,028(7)			*
P. Shannon Burns, Former Interim Principal Financial Officer			1,393(8)			*
Eric T. Chack, Executive Vice President, Operations			13,746(9)			*
J. Palmer Clarkson, Director			41,351(10)			*
Danny L. Cunningham, Director			68,517(11)			*
James P. Denis, Former Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel			21,438(12)			*
E. James Ferland, Non-Executive Chair of the Board of Directors			98,787(13)			*
Colleen M. Healy, Director			6,874			*
Richard D. Holder, Director			38,251(14)			*
Darren M. Kozik, Executive Vice President and Chief Financial Officer			1,645(15)			*
Lynn C. Minella, Director			25,500(16)			*
Noah N. Popp, Executive Vice President, General Counsel and Secretary			—(17)			*
Sidney S. Simmons, Director			49,678(18)			*
Paul E. Sternlieb, Director, President and Chief Executive Officer			335,156(19)			*
Benjamin J. Topercer, Executive Vice President and Chief Human Resources Officer			43,936(20)			*
All Directors and Executive Officers employed as of October 31, 2025 as a group (14 persons)			778,011(21)			1.5%

*
Less than 1%.

(1)
Unless otherwise noted, the specified person has sole voting power and/or dispositive power over the shares shown as beneficially owned.

(2)
This information is based on a Schedule 13G amendment filed with the SEC on October 17, 2025 by BlackRock, Inc. reporting beneficial ownership as of September 30, 2025. BlackRock, Inc. reports beneficial ownership of 7,721,968 shares, with sole voting power over 7,628,805 shares and sole dispositive power over 7,721,968 shares. The Schedule 13G/A reports that it was filed by Blackrock, Inc. and that it reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the “Reporting Business Units”) of BlackRock, Inc. and its subsidiaries and affiliates. It further reports that it does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units. The Schedule 13G/A reports that iShares Core S&P Small-Cap ETF beneficially owns more than 5% of the outstanding shares of the Company’s Class A common stock.

(3)
This information is based on a Schedule 13G amendment filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. reporting beneficial ownership as of December 29, 2023. The Vanguard Group, Inc. reports beneficial ownership of 6,337,517 shares, with shared voting power over 100,919 shares, sole dispositive power over 6,184,017 shares and shared dispositive power over 153,500 shares.

(4)
This information is based on a Schedule 13G amendment filed with the SEC on August 13, 2025 by Kayne Anderson Rudnick Investment Management, LLC, Virtus Investment Advisers, Inc. and Virtus Equity Trust on behalf of Virtus KAR Small Cap Growth Fund reporting beneficial ownership as of June 30, 2025. The address of Virtus Investment Advisers, Inc. is One Financial Plaza, Hartford, Connecticut 06103 and the address of Virtus Equity Trust on behalf of Virtus KAR Small Cap Growth Fund is 101 Munson Street, Greenfield, Massachusetts 01301. Kayne Anderson Rudnick Investment Management, LLC reports beneficial ownership of 4,643,081 shares, with sole voting power over 1,567,896 shares, shared voting power over 3,009,510 shares, sole dispositive power over 1,633,571 shares and shared dispositive power over 3,009,510 shares. Virtus Investment Advisers, Inc. reports beneficial ownership of 2,614,254 shares, with shared voting power and shared dispositive power over all such shares. Virtus Equity Trust on behalf of Virtus KAR Small Cap Growth Fund reports beneficial ownership of 2,510,438 shares, with shared voting power and shared dispositive power over all such shares.

9

TABLE OF CONTENTS

(5)
This information is based on a Schedule 13G filed with the SEC on February 9, 2024 by Capital International Investors reporting beneficial ownership as of December 31, 2023. Capital International Investors reports beneficial ownership of 4,347,380 shares, with sole voting and dispositive power over all such shares. The Schedule 13G reports that (i) Capital International Investors (“CII”) is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “CII investment management entities”), (ii) CII’s divisions of each of the CII investment management entities collectively provide investment management services under the name “Capital International Investors,” and (iii) SMALLCAP World Fund, Inc. beneficially owns 5% or greater of the outstanding shares of the Company’s Class A common stock.

(6)
This information is based on a Schedule 13G filed with the SEC on April 4, 2025 by Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC reporting beneficial ownership as of March 31, 2025. According to the Schedule 13G, Neuberger Berman Group LLC, Neuberger Berman Investment Advisers Holdings LLC, Neuberger Trust Holdings LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Asia Ltd., Neuberger Berman Canada ULC, Neuberger Berman Trust Co of Delaware N.A. and Neuberger Berman Investment Advisers LLC and certain affiliated persons may be deemed to beneficially own the securities covered by the Schedule 13G. The Schedule 13G reports that Neuberger Berman Group LLC has shared voting power over 3,128,049 shares and shared dispositive power over 3,310,897 shares and Neuberger Berman Investment Advisers LLC has shared voting power over 3,002,345 shares and shared dispositive power over 3,157,883 shares.

(7)
Includes 14,633 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in the Company’s Class A common stock, generally within 60 days following the director’s termination of service.

(8)
Mr. Burns ceased serving as Interim Principal Financial Officer on October 28, 2024 and ceased serving as an employee of the Company on July 23, 2025.

(9)
Includes 987 shares issuable pursuant to the vesting of restricted stock units within 60 days of October 31, 2025.

(10)
Includes 8,963 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in the Company’s Class A common stock, generally within 60 days following the director’s termination of service.

(11)
Includes 2,930 shares issuable pursuant to options exercisable currently or within 60 days of October 31, 2025. Also includes 41,557 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in the Company’s Class A common stock, generally within 60 days following the director’s termination of service.

(12)
Mr. Denis ceased serving as Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel effective July 14, 2025.

(13)
Includes 2,930 shares issuable pursuant to options exercisable currently or within 60 days of October 31, 2025. Also includes 6,532 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in the Company’s Class A common stock, generally within 60 days following the director’s termination of service.

(14)
Includes 14,633 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in the Company’s Class A common stock, generally within 60 days following the director’s termination of service.

(15)
Mr. Kozik joined the Company on October 28, 2024. Includes 1,645 shares issuable pursuant to the vesting of restricted stock units within 60 days of October 31, 2025.

(16)
Includes 10,899 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in the Company’s Class A common stock, generally within 60 days following the director’s termination of service.

(17)
Mr. Popp joined the Company on July 14, 2025.

(18)
Includes 29,574 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in the Company’s Class A common stock, generally within 60 days following the director’s termination of service.

(19)
Includes 10,795 shares issuable pursuant to the vesting of restricted stock units within 60 days of October 31, 2025.

(20)
Includes 1,316 shares issuable pursuant to the vesting of restricted stock units within 60 days of October 31, 2025.

(21)
Includes 5,860 shares issuable pursuant to options exercisable currently or within 60 days of October 31, 2025 and includes 14,744 shares issuable pursuant to the vesting of restricted stock units within 60 days of October 31, 2025. Also includes 126,791 phantom stock units held in the Outside Directors’ Deferred Compensation Plan, which are settled in the Company’s Class A common stock, generally within 60 days following the director’s termination of service.

The beneficial ownership information set forth above is based on information furnished by the specified persons or known to the Company and is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as required for purposes of this Proxy Statement. Shares are deemed to be beneficially owned by any person or group who has the power to vote or direct the vote or the power to dispose or direct the disposition of such shares, or who has the right to acquire beneficial ownership thereof within 60 days. Such beneficial ownership information is not necessarily to be construed as an admission of beneficial ownership for other purposes.

10

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS

BOARD ELECTION AND LEADERSHIP STRUCTURE

Directors are elected at each annual meeting to serve for a one-year term. Directors are elected by a plurality vote. Our Corporate Governance Guidelines provide for a mandatory retirement age of directors, specifying that no director after attaining the age of 75 will be nominated for re-election.

The Board elects a Chair each year. The positions of Chair of the Board and Chief Executive Officer are separated between Mr. Ferland and Mr. Sternlieb. This allows our CEO, Mr. Sternlieb, to focus on the day-to-day business operations, while the Chair leads our Board in providing strategic direction, oversight and advice to management. The Board does not have a fixed policy regarding whether to have an executive or non-executive Chair and retains the authority to modify this leadership structure as appropriate to best address the Company’s circumstances and advance the interests of all shareholders.

The Board Chair’s responsibilities include presiding over executive sessions of the independent directors, liaising between the Chief Executive Officer and independent directors, consulting with the Chief Executive Officer as to appropriate scheduling and agendas of meetings of the Board, serving as the principal conduit for communications directed from shareholders to employees and the non-employee directors, and leading the annual assessment of Board and committee performance.

BOARD COMMITTEES, CHARTERS, FUNCTIONS AND MEETINGS

The Board has three standing committees—the Audit Committee, the Governance and Sustainability Committee and the Talent Development and Compensation Committee—each of which has a charter. The Board appoints the members of these committees after considering the recommendations of the Governance and Sustainability Committee. There were 12 meetings of the Board during the fiscal year ended August 31, 2025 (“fiscal 2025”). All members of the Board serving during fiscal 2025 attended at least 75% of the aggregate number of meetings of the Board and all the committees on which they served which were held during the respective director’s period of service. The Company has no formal policy with respect to the attendance of the directors at the Company’s annual meeting of shareholders. All of the directors attended the 2025 annual meeting of shareholders.

11

TABLE OF CONTENTS

Current Board committee membership and functions appear in the following table.

	Committees			Committee Functions
	AUDIT Danny L. Cunningham, Chair Alfredo Altavilla Judy L. Altmaier Colleen M. Healy Richard D. Holder Sidney S. Simmons Fiscal 2025 Meetings—8			•   Manages oversight responsibilities related to accounting policies, internal control, financial reporting practices, and compliance with the financial code of conduct
				•   Provides oversight of cyber and information security risks and legal and regulatory compliance
				•   Oversees the preparation of the Company’s financial statements
				•   Reviews the independent auditor’s qualifications and independence
				•   Reviews the performance of the Company’s internal audit function and the Company’s independent auditors
				•   Maintains lines of communication between the Board and the Company’s financial and senior management, internal auditors and independent accountants
				•   Prepares the Audit Committee report to be included in the Company’s annual proxy statement
				•   Conducts an annual evaluation of the performance of the Audit Committee
	GOVERNANCE AND SUSTAINABILITY E. James Ferland, Chair J. Palmer Clarkson Danny L. Cunningham Colleen M. Healy Lynn C. Minella Sidney S. Simmons Fiscal 2025 Meetings—3			•   Responsible for assessing the mix of skills and experiences of the members of the Board and for evaluating and nominating prospective members to serve on the Board
				•   Exercises a leadership role in developing, maintaining and monitoring the Company’s corporate governance policies and procedures
				•   Provides oversight of the Company’s corporate environmental and social responsibility
				•   Oversees the annual self-evaluations of the Board and its committees, including the performance and contributions of individual directors
				•   Conducts an annual evaluation of the performance of the Governance and Sustainability Committee
	TALENT DEVELOPMENT AND COMPENSATION Richard D. Holder, Chair Alfredo Altavilla Judy L. Altmaier J. Palmer Clarkson Lynn C. Minella Fiscal 2025 Meetings—6			•   Determines the compensation of executive officers and makes recommendations to the independent directors of the Board regarding Chief Executive Officer compensation
				•   Administers and establishes performance objectives for the Company’s annual (short-term) incentive compensation plans and equity-based (long-term) compensation programs
				•   Makes recommendations to the Board with respect to the amendment, termination or replacement of incentive compensation plans and equity-based compensation programs
				•   Reviews leadership development and succession plans for senior management and makes recommendations on succession plans to the Board
				•   Exercises oversight of the Company’s talent management, development and retention and related strategies, programs and risks
				•   Exercises oversight of the Company’s community engagement and culture and related strategies, programs and risks
				•   Recommends to the Board the compensation for Board members
				•   Conducts an annual evaluation of the performance of the Talent Development and Compensation Committee

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

The non-executive directors of the Board regularly meet in the absence of management. Mr. Ferland, the Board Chair, presides at these sessions.

12

TABLE OF CONTENTS

INDEPENDENCE OF DIRECTORS; FINANCIAL EXPERTISE OF AUDIT COMMITTEE

The Board has determined that each of Mr. Altavilla, Ms. Altmaier, Mr. Clarkson, Mr. Cunningham, Mr. Ferland, Ms. Healy, Mr. Holder, Ms. Minella and Mr. Simmons (i) is independent within the definitions contained in the current listing standards of the NYSE and the Company’s Corporate Governance Guidelines and (ii) has no other material relationship with the Company that could interfere with his or her ability to exercise independent judgment. In addition, the Board has determined that each member of the Audit Committee is “independent” within the definition contained in current NYSE and SEC rules. The Board has determined that all members of the Audit Committee meet the financial literacy requirements of the NYSE and each of Mr. Cunningham, Ms. Healy, Mr. Holder and Ms. Altmaier qualifies as an “audit committee financial expert” as defined by the SEC.

KEY AREAS OF BOARD OVERSIGHT

The Board oversees management’s establishment and execution of the Company’s strategy and operational priorities, capital allocation, governance framework, human capital management and enterprise-wide risk management, which are designed to support long-term organizational performance, ensure alignment with stakeholder expectations and enhance shareholder value. While the Board has the ultimate oversight responsibility for these matters, its committees assist it with certain areas of oversight. The Audit Committee focuses on legal, compliance, information security and cybersecurity, and financial risks (including internal controls). The Talent Development and Compensation Committee focuses on compensation and human capital risks and management. The Governance and Sustainability Committee supports the Board’s oversight of corporate governance, sustainability, and environmental, health and safety risks and practices.

Corporate Governance

The Board has adopted the Company’s Corporate Governance Guidelines (the “Guidelines”). The Guidelines provide that the Board is elected by the shareholders to provide oversight and guidance to management with a view to increasing shareholder value over the long term. The Guidelines cover various topics, including, but not limited to, director independence, board and committee composition, board operations and leadership development. The Governance and Sustainability Committee of the Board monitors and oversees the application of the Guidelines and annually recommends to the Board any changes to the Guidelines and the Company’s governance practices. Each committee has a written charter that is approved by the Board and annually evaluated by the committee, as well as by the Governance and Sustainability Committee.

Compliance and Integrity

The Board has adopted the Company’s Code of Conduct (“Code of Conduct”), which is called “The Tools for Doing What’s Right.” The Code of Conduct sets out the Company’s commitment to values-based business behavior and each officer’s, director’s and employee’s individual responsibility for ensuring they and other Company representatives adhere to high ethical standards and always act in the best interests of the Company and its stakeholders. The Company also has a Code of Ethics Applicable to Senior Finance Executives (“Code of Financial Ethics”), which applies to its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Controller, or persons performing similar functions. The Code of Conduct and Code of Financial Ethics are reviewed annually by the Governance and Sustainability Committee. In addition, the Audit Committee reviews the actions management is taking to maintain an ethical culture, including how management promotes an environment in which employees can raise ethical concerns without fear of retaliation. At the Audit Committee’s quarterly meetings, the committee is informed of all compliance concerns submitted to management and the Company’s Ethics Hotline.

The Company has adopted a Supplier Code of Conduct, which outlines our expectation that suppliers demonstrate the highest standards of business conduct, integrity and adherence to the law. The Supplier Code of Conduct applies to suppliers, vendors, consultants, contractors and other third parties and provides specific guidance regarding suppliers’ responsibilities to comply with all applicable laws and regulations, inform the Company of concerns and operate responsibly with respect to the Company’s standards for anticorruption, the environment, social and human rights, and other matters.

Strategy

Elements of the Company’s strategy are discussed at every regularly scheduled Board meeting. At these reviews, the Board and management discuss operational and strategic priorities, conditions and trends in the Company’s markets, identified risks and associated mitigation strategies, and short-term and longer-term challenges to the achievement of the Company’s objectives. The Board also regularly discusses investor feedback and expectations, capital allocation plans, the Company’s acquisition pipeline, and management’s multi-year plans for organic and inorganic growth, including opportunities in vertical markets the business serves and those into which it is positioned to expand.

Board Oversight of Enterprise Risks

The Company’s executive leadership and senior leadership team are responsible for executing the Company’s enterprise-risk-management program, which involves the internal audit function. The program is implemented through quarterly management reviews of strategic, financial, operational, human capital, legal and other risks with key operational and functional personnel globally and of the efficacy of mitigation actions

13

TABLE OF CONTENTS

being pursued for each risk. The Board is responsible for oversight of the Company’s overall risk management framework and, on a rolling quarterly basis, conducts a focused review of the Company’s most significant risks and the policies and practices implemented to mitigate those risks. In addition, throughout the year, the Board and its committees have detailed discussions with management concerning specific risk areas and mitigation processes.

Oversight of Cybersecurity Risk

The Audit Committee provides oversight of management’s efforts to mitigate cybersecurity risk and respond to cyber incidents, which include assistance from third-party experts to test and enhance the efficacy of the Company’s cybersecurity processes in accordance with the latest security protocols. The Audit Committee engages in a comprehensive annual overview of the Company’s cybersecurity framework but also receives briefings from management throughout the year on cybersecurity matters, emerging risks and the steps being taken to address these risks. Management processes to mitigate cybersecurity risks, and related reports to the Audit Committee, include simulations and plans for how to respond to cybersecurity incidents, should they occur, and comply with legal and regulatory requirements in such circumstances. All employees and others with access to Company information systems receive comprehensive and periodic training on data and cybersecurity security practices, including regular training on how to spot fraudulent and phishing emails.

Executive Compensation

In establishing and reviewing our executive compensation program, the Talent Development and Compensation Committee considers, among other things, recommendations from shareholders and proxy advisory firms, whether the Company’s compensation programs reward executives for performance and whether the programs encourage unnecessary or excessive risk taking. The Talent Development and Compensation Committee annually performs a compensation risk assessment, including a review of material incentive and sales compensation plans. The Talent Development and Compensation Committee, with assistance from an independent compensation consultant, has overseen the implementation of several mitigating factors to help reduce the likelihood of undue risk-taking related to compensation arrangements, including, but not limited to, the use of various measures (such as organic sales growth, adjusted EBITDA, adjusted EBITDA margin, free cash flow conversion, total shareholder return (“TSR”), return on invested capital (“ROIC”) and adjusted earnings per share) in a balanced mix of annual and long-term incentive plans, use of multiple types of incentives (cash, restricted stock units and performance shares), executive stock ownership guidelines that help align incentives with long-term company stock price appreciation, executive compensation clawback policies and an anti-hedging policy. The Talent Development and Compensation Committee and Board believe that the Company’s compensation policies and practices do not encourage unnecessary or excessive risk taking and are not likely to promote other behavior that could result in a material adverse event for the Company.

Environmental Sustainability

The Governance and Sustainability Committee oversees the execution of the Company’s environmental sustainability strategy, which reflects the Company’s commitment to operating sustainably, innovating for the environment and assisting in the global transition to clean energy, and supporting global efforts to reduce greenhouse gas emissions. Energy efficiency is embedded in our new product development strategy and practices, and our Centers of Excellence challenge themselves to regularly deliver innovative solutions tailored to the exacting demands of our customers for more energy-efficient, electric and sustainable products. Examples of our products that support the shift to renewable energy sources are our specialized tools to build and maintain wind turbines. Other product innovations reflect our commitment to energy efficiency and reduced environmental impacts, such as the expansion of our lines of battery-powered tools, use of recycled materials in our new pump designs and size and weight reductions on many new product designs.

Our commitment to the environment and to supporting efforts to combat climate change also extends to how we run our operations. We have implemented an environmental management system to monitor and manage the environmental impacts of our operations, ensure compliance with relevant regulations and focus on continuously reducing waste. We have also launched programs to conduct energy efficiency assessments at all our locations globally with the objective of reducing electricity and natural gas consumption across our operations as well as improving our waste recycling practices and reducing waste that our facilities send to landfills. Additional information on our environmental sustainability program may be found at www.enerpactoolgroup.com/sustainability/.

Human Capital Management

Our human capital management strategy and practices are generally overseen by our Board with assistance from the Talent Development and Compensation Committee and the Governance and Sustainability Committee. Our strategy is for Enerpac to be considered an employer of choice, and our initiatives and programs are predicated on making this objective a reality.

The talent and skills of our workforce are critical to our future success and ability to deliver shareholder value. Our development framework starts with robust performance management. Together with their leaders, employees establish annual goals and objectives that clearly align with our organizational commitments. We monitor progress throughout the year, with candid and frequent dialogue encouraged along the way. Annually, our senior leadership team reviews the skills and roles we require to execute our corporate strategy and to identify development opportunities for our emerging talent. Succession planning and talent development is conducted on an ongoing basis to identify top candidates for key roles. We promote a longer-term view by inviting employees to work with leaders to create their own unique individual development plans. Training programs in many different modalities are available for all levels

14

TABLE OF CONTENTS

throughout Enerpac, addressing a wide variety of skills and competencies, both general and technical. We believe in coaching and the sharing of perspectives and in facilitating mentorship opportunities for the benefit of our workforce. We are committed to devoting the time, resources and planning necessary to maximize the potential of our employees.

We offer competitive compensation and benefits tailored to the geographical markets and industries in which we operate. In the U.S., employees who work more than 30 hours per week are eligible for a comprehensive menu of benefits, including healthcare (health, dental, and vision) coverage, health savings accounts with $500/$1,000 employer funding, dependent care and healthcare flexible spending accounts, company-paid short-term disability, long-term disability, company-paid base life and accidental disability insurance, voluntary life coverage up to 6x annual salary, and spousal and dependent life coverage. Employees are offered thirteen paid holidays, three weeks of paid time off, military leave, a 401(k) retirement plan with a Company match and immediate vesting, access to our employee assistance program, an annual bonus program with broad participation, equity incentive programs, and an employee stock purchase plan (ESPP) that allows employees to buy company shares at a 15% discount (up from 10% in fiscal 2024) and flexible work arrangements. Both part-time and full-time employees are eligible for adoption assistance and up to 12 weeks of parental leave, of which six weeks are paid for full time employees at an employee’s full salary. We offer tuition reimbursement up to $7,000 for associate and undergraduate programs and $9,000 for graduate programs. We also offer a dependent scholarship of up to $2,500 for both part-time and full-time employees. We continue to evaluate enhancements to our compensation and benefit programs in all locations to ensure we remain competitive and meet the needs of our employees.

Employee Safety

The safety, health, and well-being of our employees, contractors, and visitors at our sites globally is our top priority and a principle that is deeply embedded in our culture. Our health, safety, security, environment, and quality (“HSSEQ”) programs and training are fully embraced by our leaders and employees at all levels and translate into an enterprise-wide mandate to provide healthy, safe and productive work environments and deliver high standards of safety and quality in products, services and solutions for our customers and end-users. At the heart of our HSSEQ efforts is a desire to foster a culture of continuous improvement and employee empowerment through training, frequent and constructive management engagement, a risk-based evaluation of business activities and behaviors, and the deployment of programs and resources to mitigate those risks. We continually track and report our performance, including through reviews of incidents, near-misses, and quality issues, and management accountability and discussion of these improvement opportunities is a cornerstone of all business reviews.

DIRECTOR SELECTION PROCEDURES

The Governance and Sustainability Committee has the lead role in identifying director candidates, including the slate of directors presented for election at the Company’s annual meeting of shareholders. The Governance and Sustainability Committee will consider recommendations from shareholders concerning the nomination of directors. Recommendations should be submitted in writing to the Company and state the shareholder’s name and address, the name and address of the candidate, and the qualifications of and other detailed background information regarding the candidate.

Nominees for director are selected on the basis of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties. The Board is committed to an inclusive membership, embracing diversity with respect to background, experience, age, skills, education, special training and viewpoints. Our Governance and Sustainability Committee believes it is important to refresh the Board’s membership and skills by adding new directors from time to time. The Board currently includes three directors who identify as female and one director who identifies as Black.

The Governance and Sustainability Committee’s objective is to assemble and maintain a Board that provides an optimized mix of skills, experience and perspectives to provide oversight and strategic guidance and maximize shareholder value in the context of the Company’s current or expected circumstances. In evaluating director nominees, the Governance and Sustainability Committee considers a range of factors and circumstances, including the following:

• the strategic objectives and needs of the Company with respect to the particular talents and experience of its directors;

• the knowledge, skills and experience of nominees, including operational, leadership and board experience;

• familiarity with the Company’s markets, including international business experience;

• financial literacy and expertise with accounting rules and practices;

• the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members; and

• the appropriate size of the Company’s Board.

The Governance and Sustainability Committee also may consider such other factors in addition to the foregoing as it deems are in the best interests of the Company and its shareholders. In order to ensure our directors have adequate time to fulfill their duties, the Board limits participation of our directors on boards of other public companies to one such board with respect to our CEO and four such boards with respect to our non-CEO directors.

15

TABLE OF CONTENTS

The Governance and Sustainability Committee believes it is appropriate that at least one, and preferably several, members of the Board meet the criteria for an “audit committee financial expert,” as defined by SEC rules, and that a substantial majority of the members of the Board meet the definition of “independent director” under NYSE listing standards. The Governance and Sustainability Committee also believes it is appropriate for the Chief Executive Officer, and if circumstances warrant, other members of the Company’s management, to serve on the Board.

The Governance and Sustainability Committee identifies nominees for election to the Board by, among other considerations, evaluating the skills of the current members of the Board, their performance and contributions to deliberations, their tenure on the Board and other relevant circumstances. Current members of the Board with skills and experience to support the Company’s needs and strategic priorities and who are willing to continue to commit the time and attention to serve as directors generally are nominated for re-election, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. From time to time, the Governance and Sustainability Committee will determine to add new directors to the Board to enhance its capabilities, with such new directors being identified by a variety of means, including the recommendation of shareholders or existing directors or the assistance of third-party recruiters to identify and evaluate the qualifications of candidates satisfying the Board’s criteria for new directors.

SUMMARY OF DIRECTOR NOMINEE SKILLS, COMPETENCIES AND ATTRIBUTES

A summary of Board governance considerations and the experience and skills of each nominee for election as director follows:

Clarkson

Cunningham

Ferland

Healy

Holder

Minella

Simmons

Sternlieb

Years on the Board of Directors

7.8

9.8

11.4

2.5

8.8

3.9

7.8

4.3

Independent Director

Financially Literate

Audit Committee Financial Expert

Governance and Board Experience

CEO and Leadership

Operations, Manufacturing and Logistics

Finance, Capital Markets and Accounting

Sales, Marketing and Brand Management

Innovation and New Product Development

Strategy Development and M&A

International Business

Cybersecurity and Data Privacy

Risk Management

Human Resources, Compensation and Benefits

Legal and Regulatory

16

TABLE OF CONTENTS

DIRECTOR RESIGNATION POLICY

In order to ensure appropriate representation on the Board, our Corporate Governance Guidelines include a policy regarding director resignation from the Board. The guidelines provided that if a director resigns or materially changes his or her position with his or her employer or becomes aware of circumstances that may adversely reflect upon the director or Enerpac, such director should notify the Governance and Sustainability Committee and the Company’s General Counsel of such circumstances. Under the guidelines, the Governance and Sustainability Committee will consider the circumstances and may in certain cases recommend that the Board request that the director submit his or her resignation from the Board if, for example, continuing service on the Board by the individual is not consistent with the criteria deemed necessary for continuing service on the Board.

COMMUNICATIONS WITH DIRECTORS

Shareholders and other interested parties who want to communicate with the Board, the non-employee directors as a group, or any individual director, can write to: Enerpac Tool Group Corp., Attention: Chair of the Board of Directors, 648 N. Plankinton Ave., 4th Floor, Milwaukee, Wisconsin 53203. Your letter should indicate whether you are a shareholder. Depending on the subject matter, management will:

• forward the communication to the director or directors to whom it is addressed;

• attempt to handle the inquiry directly, for example, where it is a request for information about the Company; or

• not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The Corporate Governance Guidelines and Code of Conduct document the Company’s policies regarding conflicts of interest and related-party transactions. Under these policies, any related party transaction or potential conflict of interest involving an executive officer, director or 5% shareholder is reviewed by legal counsel and referred to the Audit Committee for final resolution.

The Company is not aware of being party to any transaction during fiscal 2025 in which an executive officer, director or 5% shareholder had a direct or indirect material interest.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2025, no member of the Talent Development and Compensation Committee served as an officer, former officer or employee of the Company or had a relationship disclosable under “Certain Relationships and Related Person Transactions.” Further, during fiscal 2025, no executive officer of the Company served as:

• a member of the compensation committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on the Talent Development and Compensation Committee of the Board; or

• director of any other entity, one of whose executive officers served on the Talent Development and Compensation Committee.

INFORMATION AVAILABLE UPON REQUEST

Copies of the charters of the Audit Committee, Governance and Sustainability Committee and Talent Development and Compensation Committee, the Corporate Governance Guidelines, the Code of Conduct and the Code of Financial Ethics are available on the Corporate Governance section of the Company’s website at www.enerpactoolgroup.com. They also may be obtained, free of charge, upon written request directed to our Executive Vice President, General Counsel & Secretary, Enerpac Tool Group Corp., 648 N. Plankinton Ave., 4th Floor, Milwaukee, Wisconsin 53203, or by telephone at (262) 293-1500.

17

TABLE OF CONTENTS

REPORT OF THE AUDIT COMMITTEE

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee represents and assists the Board of Directors in fulfilling its oversight responsibility relating to (i) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal control over financial reporting; (ii) the performance of the internal audit function; (iii) the annual independent audits of the Company’s financial statements and management’s report regarding the effectiveness of the Company’s system of internal control over financial reporting; (iv) the compliance by the Company with legal and regulatory requirements, including the Company’s disclosure controls and procedures; and (v) the fulfillment of the other responsibilities set out in the Audit Committee’s charter. The Audit Committee has the responsibility for the engagement and retention of the Company’s independent registered public accounting firm, the evaluation of its qualifications, independence and performance, and the approval of all audit and other engagement fees.

In discharging its responsibilities, the Audit Committee is not itself responsible for planning or conducting audits or for any determination that the Company’s financial statements are complete and accurate or presented in accordance with generally accepted accounting principles. The Company’s management is primarily responsible for its financial statements and the quality and integrity of the reporting process. The independent registered public accounting firm, Ernst & Young LLP, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles and an opinion on the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of the Company’s results of operations and financial position and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

Additionally, the Audit Committee has done, among other things, the following:

• discussed with Ernst & Young LLP the overall scope and plans for its audit;

• met with Ernst & Young LLP, with and without management present, to discuss the results of its examinations, the evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting;

• reviewed and discussed the audited financial statements for the fiscal year ended August 31, 2025 with the Company’s management and Ernst & Young LLP;

• discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and

• received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements regarding the independent accountant’s communications with the Audit Committee concerning independence and discussed with Ernst & Young LLP its independence.

Based upon the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

No member of the Audit Committee is employed by, or has any other material relationship with, the Company. The Board of Directors has determined that at least one member of the Audit Committee qualifies as an “audit committee financial expert” under Securities and Exchange Commission regulations, and the Audit Committee is comprised entirely of independent directors as required by the NYSE listing standards and the applicable rules of the Securities and Exchange Commission.

THE AUDIT COMMITTEE

Danny L. Cunningham, Chair

Alfredo Altavilla

Judy L. Altmaier

Richard D. Holder

Colleen M. Healy

Sidney S. Simmons

18

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy provides information regarding the compensation program for our Chief Executive Officer, our Chief Financial Officer, the three other most highly compensated executive officers serving at August 31, 2025, our former Interim Principal Financial Officer and our former Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel. These individuals are collectively referred to as the Named Executive Officers (“NEOs”). The NEOs for fiscal 2025 are as follows:

• Paul E. Sternlieb, President and Chief Executive Officer;

• Darren M. Kozik, Executive Vice President and Chief Financial Officer;

• Eric T. Chack, Executive Vice President, Operations;

• Benjamin J. Topercer, Executive Vice President and Chief Human Resources Officer;

• Noah N. Popp, Executive Vice President, General Counsel and Secretary;

• P. Shannon Burns, Former Interim Principal Financial Officer; and

• James P. Denis, Former Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel.

EXECUTIVE SUMMARY

The Company is committed to developing and implementing an executive compensation program that directly aligns the interests of the NEOs with the long-term interests of shareholders. With this goal in mind, the Talent Development and Compensation Committee of the Board of Directors (referred to in this section of the Proxy Statement as the “Committee”) has developed an executive compensation program that is designed to:

• attract and retain highly experienced and committed executives who have the skills, education, business acumen and background to successfully lead an industrial company;

• motivate executives to demonstrate exceptional personal performance and consistently perform at or above expected levels during different business cycles; and

• provide balanced incentives for the achievement of near-term and long-term objectives, without incentivizing executives to take excessive risk.

Executive compensation opportunities are aligned with our overall business strategy for driving sales growth and improving operating metrics, margin expansion, earnings, cash flow generation and return on invested capital. The Company’s executive compensation program for fiscal 2025 was designed, and the performance measures for incentive compensation awards made in fiscal 2025 were established, in the face of continued economic uncertainty globally. In awarding incentive compensation opportunities to the NEOs in fiscal 2025, the Committee selected stretch goals for the target payout levels, as an incentive to build on the strong financial performance in fiscal 2024. For fiscal 2025, our net sales were at the bottom end of our guidance range announced at the beginning of the fiscal year, while our adjusted EBITDA reported for the fiscal year was at the midpoint of our initial guidance range for the year. Accordingly, while we achieved 1.0% growth in fiscal 2025 in organic sales, this was short of our stretch goal at target of 2.0% as global economic uncertainty persisted, in part reflective of geopolitical concerns. Despite not fully achieving expectations for sales growth, we achieved performance approaching or above the stretch target goals for adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion—the other financial metrics under our annual bonus awards in fiscal 2025. This performance reflected continued focus on capturing productivity and efficiency gains and further expanding gross margins. As a result, the annual bonus payment based on these four financial metrics was 100.7% of the target amount. Our long-term equity performance awards for the three-year period ended August 31, 2025 paid out based on our return on invested capital and our relative total shareholder return for the three-year period and our adjusted earnings per share in each of the fiscal years in that period. Our return on invested capital for the period was 23%, far exceeding the maximum payout level set for this metric of 12%, while our relative total shareholder return for the period was at the 73rd percentile, approaching the maximum payout level at the 75th percentile, and the amount of our adjusted earnings per share exceeded the maximum level for the first fiscal year in the period and was between the target and maximum levels for each of the other two fiscal years in the period, with the average payout level for this metric being 167% of target, resulting in a payout at 186% of the target opportunity for these awards. Given these balanced results, the Committee believes that the Company’s executive compensation programs are effectively linked to performance.

The Committee remains committed to linking executive compensation to performance metrics that align the interests of the NEOs with the long-term interests of shareholders. By recruiting talented and experienced executive officers to join the Company and providing them with compensation that incentivizes both retention and driving Company performance, the Committee is focused on improving shareholder value.

19

TABLE OF CONTENTS

ALIGNMENT OF COMPENSATION TO PERFORMANCE

The Company’s executive compensation program is designed to align with our financial and strategic objectives, which are intended to create shareholder value. The Company is well-positioned to deliver long-term shareholder value through a sustainable business model built on well-established brands, robust global distribution and broad end markets, the Company’s four-pillar growth strategy, disciplined capital deployment, and an experienced leadership team. The key tenets of our business model center on creating best-in-class returns through growth of our core businesses, driving efficiency and profitability, generating strong cash flow, and prudently deploying our capital. We intend to create organic growth in excess of our markets through market share capture, product innovation, commercial effectiveness, and expansion in our industries and within our regions. In addition to organic growth, we also focus on adjusted EBITDA margin expansion by reducing our structural and SG&A costs, optimizing our manufacturing footprint, and employing strategic sourcing programs. Cash flow generation is critical to achieving our financial and long-term strategic objectives and is achieved through expanding profit margins and driving improvement in working capital. Finally, we are focused on improving returns on invested capital through investing in internal capital projects, maintaining a strong balance sheet, making acquisitions aligned with our strategy, and opportunistically acquiring our own shares.

SHAREHOLDER INPUT ON EXECUTIVE COMPENSATION PROGRAM

At the Company’s annual meeting held in February 2025, shareholders overwhelmingly supported the advisory proposal to approve the compensation of the NEOs as disclosed in the proxy statement for that annual meeting, with the approval of approximately 97% of the Company’s common stock that voted either “for” or “against” the proposal. The Company engages with shareholders to gather feedback on its compensation programs, which has led to changes that strengthen the link between executive pay and Company performance. We will continually assess and modify the Company’s executive compensation program to incorporate shareholder input, industry trends and competitive compensation practices.

EXECUTIVE COMPENSATION PRACTICES

The Committee engages in an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and objectives and aligns with the Company’s business objectives. In connection with this ongoing review, and based on feedback received from our shareholders, the Committee implements and maintains what it believes are best practices for executive compensation and reinforcing the Company’s compensation philosophy. Below is a summary of those practices.

What the Company Does			What the Company Does Not Do
•  Uses performance metrics to align pay with performance •  Caps payouts under our annual cash bonus plan and performance share plans at 200% •  Grants at least 50% of target annual equity awards as performance-based awards •  Has robust stock ownership guidelines for our CEO and other current NEOs •  Applies mandatory clawback provisions to annual cash bonus and equity awards for executives in case of financial restatements •  Applies discretionary clawback provisions for incentive compensation for other management employees in case of financial restatements and for executives and other management employees in the event of misconduct •  Engages an independent compensation consultant that reports to the Committee •  Prohibits short sales, hedging or pledging of our stock by our executive officers and directors			•  Offer gross-ups of related excise taxes on executive severance agreements •  Otherwise provide tax gross-ups in the event of a change in control •  Pay dividends on unearned and unvested performance shares •  Pay dividends on unvested restricted stock units •  Reprice stock options

OVERSIGHT OF THE EXECUTIVE COMPENSATION PROGRAM

The Committee is primarily responsible for overseeing the Company’s executive compensation program and considers advice from an independent compensation consultant regarding competitive market pay practices. During each year, the Company’s CEO and management team also provide the Committee specific information related to NEO performance, compensation data and financial results.

20

TABLE OF CONTENTS

Role of Talent Development and Compensation Committee

The Committee establishes the Company’s executive compensation philosophy and administers the overall executive compensation program. The Committee reviews and approves all components of the compensation program, establishes objectives for NEOs that are aligned with the Company’s business and financial strategy, and determines compensation levels for NEOs. CEO compensation is recommended by the Committee to the members of the Board who are independent directors for approval. The Committee monitors the performance of NEOs (other than the CEO) through verbal updates regarding their annual reviews completed by the CEO. A separate evaluation of the CEO’s performance is conducted in cooperation with the Chair of the Board. The Committee recommends to the Board compensation actions with respect to the CEO, which determinations are approved by the independent members of the Board.

Role of Compensation Consultant

The Committee has the authority to engage the services of outside advisors, experts and others to assist in performing its responsibilities. The Committee utilized the services of Mercer, LLC (“Mercer”) as its independent compensation consultant in designing the executive compensation program for fiscal 2025. Mercer assisted the Committee by evaluating executive compensation, analyzing pay alignment with financial and stock performance, providing general compensation trends and competitive market data and benchmarking, and participating in the design and implementation of certain elements of the executive compensation program. Mercer did not make specific recommendations on individual compensation amounts for the executive officers or independent directors, nor did it determine the amount or form of executive and director compensation.

In selecting Mercer as the Committee’s compensation consultant, the Committee considered its independence by taking into account the factors prescribed by the NYSE listing rules. In its role as the Committee’s independent compensation advisor, Mercer provided written confirmation of its independence and the existence of any potential conflicts of interest. The Committee also reviewed the respective policies and procedures that Mercer maintains to prevent conflicts of interest, evaluated whether there are personal or business relationships between Mercer and members of the Committee, and validated that employees of Mercer who perform consulting services do not own the Company’s common stock. Based on this evaluation, the Committee determined that no conflict of interest exists with respect to Mercer.

Role of Management and the Chief Executive Officer

The CEO, in consultation with the Human Resources function, develops recommendations for the compensation of the other executive officers for the Committee to consider. The CEO considers various factors when making recommendations, including external market data provided by the Committee’s independent compensation consultant, the relative importance of the executive’s position within the organization, the executive’s tenure and experience and the executive’s performance and contributions to the Company’s results.

The CEO, with assistance from Human Resources and Finance personnel, monitors existing compensation plans and programs applicable to NEOs and other executives, recommends financial and other targets to be achieved under those programs, prepares analyses of financial data, peer comparisons and other briefing materials for the Committee in making its decisions, and, ultimately, implements the Committee’s decisions.

ASSESSING COMPETITIVE COMPENSATION PRACTICES

The Committee reviews general industry survey data as well as compensation practices for certain publicly traded U.S. companies with which the Company considers it competes for executive talent (the “Peer Group”). In evaluating compensation decisions for fiscal 2025, it used executive compensation and incentive-plan-design data compiled by Mercer for the Peer Group and other relevant companies to assess the reasonableness and appropriateness of both pay levels and design of compensation programs. The companies in the Peer Group used in making compensation decisions with respect to fiscal 2025 are as follows:

Badger Meter, Inc.
Brady Corporation
Columbus McKinnon Corporation
Enpro Inc.
ESCO Technologies Inc. Franklin Electric Co., Inc.
Helios Technologies, Inc.
Kadant Inc.
Lindsay Corporation
Mueller Water Products,
Inc. Proto Labs, Inc.
RBC Bearings Incorporated
Standex International Corporation
Tennant Company
Thermon Group Holdings, Inc. TriMas Corporation
Zurn Elkay Water Solutions Corporation

The Committee selected the companies for the Peer Group in April 2025. The only change from the prior year’s Peer Group was the removal of Barnes Group Inc., which was acquired in a take-private transaction, and the inclusion of Zurn Elkay Water Solutions Corporation, which was added to replace Barnes Group Inc. and to continue to align the group’s median revenues and market capitalizations with the Company. The 2025 revenues of the Peer Group expected at that time ranged from $2.0 billion to $492 million, with a median of $1.0 billion, with market capitalizations at that time ranging from $10.2 billion to $488 million, with a median of $3.4 billion.

21

TABLE OF CONTENTS

TARGET LEVEL COMPENSATION DETERMINATION

To determine NEO compensation for fiscal 2025, the Committee considers factors such as the level of responsibility, skills and experience required by the position, the executive’s qualifications, the Company’s ability to replace the individual, the overall competitive environment, current and historical compensation levels, performance in the role, length of service, the Committee’s view of internal equity and consistency and other considerations it may feel are relevant. In analyzing these factors, the Committee reviews competitive compensation data and generally targets the 50th percentile for Total Direct Compensation (base salary, annual cash bonus and equity awards), but the Committee retains discretion to consider factors such as individual performance, tenure, experience and responsibility to ensure an executive’s compensation is competitively positioned. In some cases, individual components of compensation may be above the 50th percentile in order to emphasize a particular element or if individual circumstances dictate, but the total compensation package is designed to be market competitive and generally to align with Peer Group practices.

COMPONENTS OF EXECUTIVE COMPENSATION

We seek to pay the Company’s executives fairly and competitively and to link pay with performance. The main elements of executive compensation are base salary, a short-term incentive in the form of an annual bonus, and long-term equity incentive awards.

The Company emphasizes compensation opportunities that reward executives when they deliver targeted financial results. A significant portion of executive compensation is equity-based. In fiscal 2025, annual equity incentive awards granted to the NEOs were in the form of time-vesting restricted stock units (“restricted stock units”) and performance-based restricted stock units (“Performance Shares”).

Incentive compensation at target (annual bonus and equity awards) accounted for approximately 84% of Mr. Sternlieb’s Total Direct Compensation opportunity during fiscal 2025 and approximately 60% of the average Total Direct Compensation opportunity of the other NEOs who served as officers on August 31, 2025, other than Mr. Popp. The following chart illustrates the allocation of the Total Direct Compensation at target for these officers of base salary (on an annualized basis), annual bonus and annual equity awards (the chart does not include the signing bonuses or sign-on equity awards to Mr. Kozik or Mr. Chack). We have excluded Mr. Popp from this presentation because he commenced his employment on July 14, 2025 and did not receive any equity awards in fiscal 2025.

The NEOs also receive certain perquisites and participate in certain retirement, health and welfare plans.

Base Salary

Base salaries for continuing officers are reviewed annually and established considering the scope and complexity of the role, market competitiveness, individual performance and Company operating performance. Individual performance is evaluated based on achievement of established goals and objectives related to business performance and leadership. Generally, changes in base salary are the result of an annual merit increase, promotion, change in role or market adjustment. Base salaries for newly appointed executive officers are determined based on the scope and complexity of the role, the executive’s prior employment history and experience level, and market competitiveness. Base salary adjustments are typically made in January of each year. In January 2025, the base salary rates of the current NEOs then employed were increased in the range of 3% to 5%, reflecting annual merit adjustments, except for Mr. Kozik, whose salary was set upon the commencement of his employment on October 28, 2024.

22

TABLE OF CONTENTS

Annual Bonus

Our NEOs, along with other leaders and substantially all U.S. employees, have an opportunity to earn an annual cash bonus based on achievement of certain performance objectives. The four performance metrics implemented within the fiscal 2025 annual bonus plan for all of the NEOs are organic sales growth, adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion. Mr. Burns's annual cash bonus opportunity, established prior to his appointment as an executive officer, included an additional subjective personal performance measure. The diagram below illustrates the fiscal 2025 bonus plan design for the NEOs other than Mr. Burns, whose annual bonus included the additional subjective performance measure.

Annual bonus opportunity percentages vary by NEO and are determined based on their scope of duties and responsibilities as well as market and peer group data. Annual cash bonus achievement can range from 0% to 200% of the target annual bonus based on actual performance. The annual bonus payment is calculated for the NEOs based on the actual base salary paid during the fiscal year ended August 31, 2025 and, accordingly, reflects proration from the respective annual base salary rates as they were adjusted during the fiscal year, and for Mr. Kozik, who commenced employment with Enerpac on October 28, 2024, and Mr. Popp, who commenced employment with Enerpac on July 14, 2025, reflects proration from their respective start dates. The following table summarizes the fiscal 2025 annual cash bonus opportunity granted to the NEOs and the weighting of the components of the annual bonus as a percentage of the target annual cash bonus opportunity.

			Annual Bonus Opportunity as a % of Base Salary									Weighting of Components of Target Annual Bonus
NEO			Threshold			Target			Maximum			Organic Sales Growth			Adjusted EBITDA			Adjusted EBITDA Margin			Free Cash Flow Conversion			Personal Performance
Paul E. Sternlieb			0%			100%			200%			25%			25%			25%			25%			—
Darren M. Kozik			0%			65%			130%			25%			25%			25%			25%			—
Eric T. Chack			0%			55%			110%			25%			25%			25%			25%			—
Benjamin J. Topercer			0%			55%			110%			25%			25%			25%			25%			—
Noah N. Popp			0%			50%			100%			25%			25%			25%			25%			—
P. Shannon Burns*			0%			35%			70%			20%			20%			20%			20%			20%
James P. Denis*			0%			50%			100%			25%			25%			25%			25%			—

*
Mr. Burns and Mr. Denis, whose service with the Company ceased on July 23, 2025 and August 1, 2025, respectively, each received an annual bonus equal to the amount that would have been payable to him based on achievement of financial goals at “target” levels pursuant to the Company’s Senior Officer Severance Plan, described below beginning on page 37.

23

TABLE OF CONTENTS

The fiscal 2025 annual bonus was designed to be earned based on performance against organic sales growth, adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion scales approved by the Committee, and, for Mr. Burns, a subjective personal performance assessment. Adjusted EBITDA and adjusted EBITDA margin are calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Committee that it believes do not reflect normal operating conditions. These financial metrics align closely to our strategy and shareholder expectations with a focus on profitable growth. The scales were established by the Committee in the first quarter of the fiscal year, considering financial plans, market conditions, year-over-year performance, non-recurring projects and the general economic environment. These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., mergers and acquisitions or restructuring charges) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to the annual bonus financial results, if any, are reviewed and approved by the Committee. Following the completion of a fiscal year, the Committee approves annual bonus payouts based on the extent to which targets were achieved. Fiscal 2025 annual bonus achievement with respect to these financial measures, along with the weighted bonus payout against the target amount for the NEOs other than Mr. Burns and Mr. Denis, is shown below:

			Fiscal 2025 Bonus Scale												Fiscal 2025 Bonus Achievement
(dollars in millions)			Threshold 0%			50%			Target 100%			Maximum 200%			Result			Bonus Payout % for Measure			Bonus Payout % of Target
Organic Sales Growth(1)			(2.50)%			(0.25)%			2.00%			6.50%			1.0%			79.2%			19.8%
Adjusted EBITDA(2)			$146.9			$156.9			$166.9			$186.9			$161.4			72.6%			18.1%
Adjusted EBITDA Margin(3)			25.3%			26.1%			26.9%			28.5%			26.4%			67.9%			17.0%
Free Cash Flow Conversion(4)			92%			96%			100%			108%			106.5%			183.0%			45.8%
																					100.7%

(1)
Organic sales growth represents the net sales change between years excluding the impact of foreign exchange rates, acquisitions and divestitures, which we discuss in our earnings releases and quarterly and annual reports and which we previously referred to as “core sales growth.” Organic sales is calculated in a manner consistent with organic sales as presented by the Company in its quarterly and annual earnings announcements.

(2)
Adjusted EBITDA is the Company’s earnings before interest, income tax, depreciation and amortization expenses, adjusted by adding selected expenses that the Committee believes do not reflect normal operating conditions and subtracting certain selected income items that the Committee believes do not reflect normal operating conditions. Adjusted EBITDA and adjusted EBITDA margin are calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Committee that it believes do not reflect normal operating conditions, such as the impact of acquisitions and divestitures that were not identified in the process of setting the adjusted EBITDA targets. Actual adjusted EBITDA performance is adjusted to exclude the impact of foreign exchange rates as compared to target levels.

(3)
Adjusted EBITDA margin is adjusted EBITDA as defined above divided by net sales. Actual net sales is adjusted to exclude the impact of foreign exchange rates as compared to target levels and to exclude the impact of acquisitions and divestitures that were not identified in the process of setting the adjusted EBITDA margin targets.

(4)
Free cash flow conversion is cash flow from operations for a period reduced by capital expenditures, consistent with the presentation of free cash flow presented by the Company in its quarterly and annual earnings announcements, increased by interest paid, proceeds from the exercise of stock options and the cash portion of certain non-operational items (e.g., mergers and acquisitions or restructuring charges) and with certain other adjustments, with the total divided by adjusted net income (net income adjusted for certain items selected by the Committee that it believes do not reflect normal operating conditions, generally comprising the same non-operational items as selected for adjusted EBITDA, including the tax effect of such items).

The blended result of the achievement outcomes above for the NEOs, other than Mr. Burns and Mr. Denis, is a bonus payout of 100.7% of target. Because they were not employed at the end of the fiscal year, Mr. Burns and Mr. Denis were not entitled to an annual bonus payout for fiscal 2025, though under the Company’s Senior Officer Severance Policy, described below starting on page 37, each received a lump-sum payout that included an amount equal to the amount he would have received as a bonus payment for fiscal 2025 based on achievement at the target level. The following table sets forth for each current NEO the total amount of payouts of annual bonus for fiscal 2025:

NEO			Annual Bonus Payout for Fiscal 2025 ($)
Paul E. Sternlieb			951,332
Darren M. Kozik			266,934
Eric T. Chack			252,896
Benjamin J. Topercer			232,548
Noah N. Popp			23,167

Signing Bonus

As part of the recruitment process with Mr. Kozik and Mr. Popp to join the Company on October 28, 2024 and July 14, 2025, respectively, the Company paid Mr. Kozik a cash bonus of $318,000 and Mr. Popp a cash bonus of $214,000 in connection with their acceptances of the Company’s offers of employment. These bonuses were paid within 60 days of their respective start dates. The signing bonuses were structured to compensate Mr. Kozik and Mr. Popp for compensation that would have otherwise been payable by their respective former employers and, for Mr. Kozik, to cover relocation expenses, and, for Mr. Popp, to cover temporary housing expenses. These bonuses were also designed to provide a retention incentive in the form of an agreement to repay the full amount of the signing bonus in the event such officer voluntarily terminates his employment with the Company (other than for “good reason” as defined under the Company’s Senior Officer Severance Plan) within the first year of his employment and 75%, 50% or 25% of his

24

TABLE OF CONTENTS

signing bonus if he voluntarily terminates his employment (other than for good reason) during the second, third or fourth year of his employment, respectively. The full amounts of Mr. Kozik’s and Mr. Popp’s signing bonuses are included as compensation for fiscal 2025 in the Summary Compensation Table appearing on page 31 in the “Bonus” column.

The terms of Mr. Kozik’s and Mr. Popp’s signing bonuses and sign-on equity awards were consistent with guidelines adopted by the Board in 2024 establishing consistent practices for providing signing bonuses and sign-on equity awards to new executive hires. Under these guidelines, signing bonuses should not exceed the expected amount of short-term incentive cash compensation and the expected value of equity awards scheduled to vest in the next 12 months that the executives would forfeit from their current employer by joining Enerpac. Similarly, the value of sign-on equity awards would not exceed the expected value of longer-vesting equity awards that would be forfeited. The guidelines provide that signing bonuses and sign-on equity awards should not be used to provide additional incentives in recruiting new hires. Payments to cover anticipated relocation transitional expenses not otherwise covered by Enerpac’s relocation policy are to be determined on a case-by-case basis. The guidelines provide for the application of consistent methods in determining the expected value of the forfeited short-term incentive cash compensation and equity awards.

Equity Compensation Granted in Fiscal 2025

A significant portion of each NEO’s Total Direct Compensation is in the form of equity compensation to create a strong alignment with shareholders. If the Company’s stock price declines, so does the value of the NEOs’ compensation, and vice versa. For the NEOs, the Committee approves an annual target award value for each NEO based on the independent compensation consultant’s benchmarking data and other applicable factors, such as internal equity and individual contributions. In fiscal 2025, the Committee allocated 50% of the target level of shares for annual equity awards to its NEOs as Performance Shares and 50% as restricted stock units, except for Mr. Sternlieb, whose target level of shares for his annual equity awards were allocated as 60% Performance Shares and 40% restricted stock units and for Mr. Kozik and Mr. Chack, who joined the Company on October 28, 2024 and July 22, 2024, respectively, and received, in addition to their annual equity awards, sign-on equity awards of restricted stock units. Mr. Popp, who joined the Company on July 14, 2025, did not receive any equity awards in fiscal 2025 and was granted a sign-on award of restricted stock units on September 15, 2025.

The following describes each type of annual award granted in fiscal 2025 to the NEOs.

Performance Based Restricted Stock Units (“Performance Shares”)

The annual Performance Share awards have a three-year performance period, with vesting based on the achievement of specified performance metrics. New three-year performance cycles start annually with grants generally near the beginning of each fiscal year. For fiscal 2025, the Committee selected the following three, equally weighted, performance measures for Performance Share awards: relative total shareholder return (“relative TSR”); return on invested capital (“ROIC”); and adjusted earnings per share. The Company defines these metrics as follows:

• Relative TSR is the Company’s total shareholder return relative to the total shareholder return of the S&P SmallCap 600 Industrials Index (approximately 90 companies);

• ROIC is adjusted EBITDA, calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, which may be further adjusted for certain items selected by the Committee that it believes do not reflect normal operating conditions, divided by the sum of shareholder’s equity and net debt, with net debt defined as the total of long-term and current debt less cash. Such measures in the calculation of ROIC may be further adjusted to reflect the impact of any acquisitions and dispositions effected during the three-year measurement period.

• Adjusted earnings per share is calculated in a manner consistent with adjusted diluted earnings per share from continuing operations as presented by the Company in its quarterly and annual earnings announcements, with adjustments for certain items selected by the Committee that it believes do not reflect normal operating conditions.

Relative TSR aligns the interests of shareholders and executives and is a measure of the Company’s performance relative to its peers rather than a measure of absolute performance. ROIC is an important measure in determining how well the Company deploys capital. Adjusted earnings per share aligns well with the Company’s goal of earnings growth and shareholder value creation. With respect to relative TSR, the targets and vesting scale for Performance Shares granted in fiscal 2025 were as follows (with performance between these levels resulting in vesting based on straight-line interpolation):

Measure			Threshold			Target			Maximum
Vesting Scale (as a percentage of Target)			50%			100%			200%
Relative TSR Percentile			25th			50th			75th

The vesting scale is the same for the portion of the Performance Shares based on achievement of ROIC and adjusted earnings per share, with vesting at 50%, 100% and 200% of the target share amount of the award based on the achievement of specified threshold, target and maximum performance levels, respectively, set by the Committee for each of these measures, with performance between these levels resulting in vesting based on straight-line interpolation. The threshold, target and maximum performance levels set by the Committee with respect to the ROIC and adjusted earnings per share measures are not presented in this Proxy Statement because such forward-looking information is confidential and competitively sensitive. In setting these levels, the Committee considered achievement of the target performance level of each of these measures to be a stretch goal. Payout of shares under the Performance

25

TABLE OF CONTENTS

Shares is subject to continued employment, except in the event that employment is terminated as a result of death, disability, a qualifying retirement or is a qualifying termination under the Company’s Senior Officer Severance Plan, in which case the number of shares to be paid out is to be prorated based on the period served during the performance period relative to the full performance period.

For the annual Performance Shares awarded in fiscal 2025, the payout with respect to the relative TSR component is capped at 100% of the target amount if the Company’s absolute total shareholder return for the three-year measurement period is negative. The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for Performance Share grants made to the NEOs in fiscal 2025.

			Fiscal 2025 Performance Shares Grants
NEO			Threshold			Target			Maximum
Paul E. Sternlieb			24,289			48,578			97,156
Darren M. Kozik			2,468			4,936			9,872
Eric T. Chack			1,481			2,962			5,924
Benjamin J. Topercer			1,975			3,949			7,898
Noah N. Popp*			—			—			—
P. Shannon Burns**			275			549			1,098
James P. Denis**			528			1,056			2,112

*
Mr. Popp joined the Company on July 14, 2025 and did not receive any Performance Shares in fiscal 2025.

**
For each of Mr. Burns and Mr. Denis, the amounts presented reflect the proration of his Performance Share awards for his period of service during the three-year period ending August 31, 2027 pursuant to the Company’s Senior Officer Severance Plan, described below beginning on page 37.

Restricted Stock Units

The annual restricted stock units granted to officers in fiscal 2025 generally vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company. The Committee has the ability to vary the vesting schedule for new grants. In addition to the annual restricted stock unit grant to Mr. Kozik, in connection with his recruitment to join the Company, the Committee granted Mr. Kozik restricted stock units in December 2024 in recognition of the forfeiture of equity awards granted to him by his former employer that were scheduled to vest more than six months after the commencement of his employment with the Company. These restricted stock units are scheduled to vest, subject to continued employment, on the second and third anniversary of the grant date, as described in more detail in the table below. In addition, Mr. Chack received a sign-on equity award of restricted stock units in September 2024 in connection with his recruitment to join the Company in July 2024, which vest, subject to continued employment, on the second anniversary of the grant date.

In addition, in the event of termination of employment due to death, the restricted stock units become fully vested, and upon termination of employment due to disability some or all of the restricted stock units may vest as determined by the Committee in its discretion.

In fiscal 2025, the Committee granted annual awards of restricted stock units to executive officers then employed with the Company in November 2024, consistent with its practice of granting restricted stock units in the first fiscal quarter. The Committee granted an additional sign-on award of restricted stock units to Mr. Kozik and Mr. Chack in connection with their recruitment. The sign-on equity award to Mr. Kozik was granted on December 15, 2024 and to Mr. Chack on September 15, 2024, in each case, consistent with the Committee’s practice of granting initial equity awards to new executive hires on the 15th of the month following the quarter in which the executive commenced employment.

The following table summarizes the number of restricted stock units and the grant date fair value of restricted stock unit awards (based on the market price of the shares on the grant date) made to each NEO during fiscal 2025 as part of the annual award program (and the additional awards to Mr. Kozik and Mr. Chack made in connection with their hiring).

			Restricted Stock Unit Awards
NEO			Number of Shares (#)			Grant Date Fair Value ($)
Paul E. Sternlieb			32,385			1,639,976
Darren M. Kozik(1)			14,660			724,879
Eric T. Chack(2)			8,907			394,989
Benjamin J. Topercer			3,949			199,977
Noah N. Popp(3)			—			—
P. Shannon Burns(4)			1,974			100,003
James P. Denis(4)			3,455			174,961

(1)
Includes the restricted stock units for 9,724 shares awarded to Mr. Kozik on December 15, 2024 in connection with his hiring. These restricted stock units vest, subject to his continued employment, as to 4,606 shares on the second anniversary of the grant date and as to 5,118 shares on the third anniversary of the grant date.

(2)
Includes the restricted stock units for 5,945 shares awarded to Mr. Chack on September 15, 2024 in connection with his hiring. These restricted stock units vest, subject to his continued employment, on the second anniversary of the grant date.

26

TABLE OF CONTENTS

(3)
Mr. Popp joined the Company on July 14, 2025 and did not receive an award of restricted stock units in fiscal 2025. In connection with the commencement of his employment and in recognition of certain equity awards of his prior employer that would be forfeited upon his joining the Company, Mr. Popp was granted a sign-on award of restricted stock units on September 15, 2025, with a grant date value of approximately $110,000, that vest, subject to his continued employment, on the second anniversary of the grant date.

(4)
Pursuant to the Company’s Senior Officer Severance Plan, described below beginning on page 37, the restricted stock units granted to Mr. Burns and Mr. Denis vested upon the cessation of their respective employment on July 23, 2025 and August 1, 2025, respectively.

Performance Equity Awards Vesting in Fiscal 2025

In the fiscal year ended August 31, 2023 (“fiscal 2023”), the Company granted Performance Share awards for the three-year performance period ended August 31, 2025, with vesting based on the achievement of specified performance metrics. The awards made in fiscal 2023 provided for vesting upon achievement of an ROIC target, the Company’s relative TSR and adjusted earnings per share (each as defined above) in equal measures. The target and vesting scale for these Performance Shares, and the vesting level achieved, are shown in the following tables:

Threshold* (50%)

Target (100%)

Maximum (200%)

Actual Performance

Vesting for Actual Performance

ROIC

10.5%

11.0%

12.0%

23.0%

200%

Relative TSR Percentile

25th

50th

75th

73rd

192%

*
For ROIC, performance below the “threshold” level would still result in a payout with respect to such metric, with performance below “threshold” resulting in payout between 0% and 50% of target based on straight-line interpolation. To achieve any payout with respect to ROIC, ROIC for the performance must have been at least 10.0%. For relative TSR percentile, performance below the threshold amount would result in no payment for such metric.

For adjusted earnings per share, the targets for the Performance Shares awarded in fiscal 2023 were set for each fiscal year in the performance period as set forth in the following table. Each year was weighted equally in determining the overall performance level for this component of the Performance Shares. For each fiscal year presented, performance at or below the “minimum” level would result in no payout:

Adjusted Earnings Per Share for Fiscal Year:			Minimum (0%)			Threshold (50%)			Target (100%)			Maximum (200%)			Actual Performance			Vesting for Actual Performance
2023			$0.88			$1.05			$1.18			$1.38			$1.45			200%
2024			$1.10			$1.32			$1.48			$1.73			$1.72			196%
2025			$1.34			$1.60			$1.80			$2.10			$1.81			103%
Overall Adjusted Earnings Per Share Performance for the Performance Period:																		167%

For the Performance Shares awarded in fiscal 2023, the payout with respect to the relative TSR component was capped at 100% of the target amount if the Company’s absolute total shareholder return for the three-year measurement period was negative. Overall, the Company’s performance over the measurement period resulted in a vesting level of 186% of the target opportunity for the Performance Shares.

In light of the respective dates that the NEOs joined the Company, of the NEOs, only Mr. Sternlieb, Mr. Topercer and Mr. Denis received Performance Share awards in fiscal 2023. Based on the achievement of the performance measures for the three-year period ended August 31, 2025, with respect to the Performance Share awards granted to each of them in fiscal 2023, prior to withholding for taxes, 113,158 shares were paid out to Mr. Sternlieb, 10,373 shares were paid out to Mr. Topercer, and 6,417 shares were paid out to Mr. Denis. The payout with respect to Mr. Denis’s Performance Shares was prorated for his period of service, which ended on August 1, 2025, pursuant to the Company’s Senior Officer Severance Plan, described below.

Practices Regarding the Grant of Equity Compensation

The Committee has generally followed a practice of making annual grants of restricted stock unit awards to its NEOs on a single date each year, when all material information is publicly available. While awards to NEOs have historically been made as part of the Company’s annual grant program, the Committee occasionally also makes awards to NEOs or other employees at other times, such as in connection with hiring, promotions or for retention purposes. In fiscal 2025, the Committee granted annual restricted stock unit awards and determined the amount of the Performance Share awards in November 2024, when it makes its general annual executive compensation decisions.

Senior Officer Severance Plan

To provide increased certainty for the covered executive officers and the Company in the event of the severance of employment of a covered executive officer, the Board of Directors has adopted the Company’s Senior Officer Severance Plan. This plan is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 37.

27

TABLE OF CONTENTS

Retirement and Other Benefits

The Company provides additional benefit programs to its employees, including NEOs and other executives, to attract and retain them as well as to provide a competitive total compensation program. The Company’s benefits philosophy is to generally provide similar benefit programs for all non-bargaining unit employees, including NEOs. Modifications may be made in cases where IRS limits or other regulations prevent equitable treatment or for competitive positioning purposes. The following table summarizes such benefit plans and eligibility for U.S. employees:

Type of Benefit			NEOs			Certain Other Executives and High Level Managers			Most Other Full Time Employees
401(k) Retirement Plan
Supplemental Executive Retirement Plan (SERP)						Selectively			Not Offered
Employee Deferred Compensation Plan									Selectively
Employee Stock Purchase Plan
Medical/Dental/Vision Insurance
Annual Physical						Selectively			Not Offered
Life and Disability Insurance
Supplemental Long-Term Disability Insurance						Selectively			Not Offered
Tuition Reimbursement Plan
Automobile Allowance/Leased Vehicle						Selectively			Selectively
Financial Planning Services						Selectively			Not Offered
Personal Use of Company Aircraft						Not Offered			Not Offered

401(k) Retirement Plan (“401(k) Plan”)

Under the Company’s 401(k) Plan, most employees, including NEOs, may contribute eligible compensation up to IRS limits. Historically, the Company has provided a matching contribution of $0.50 for every $1 on employee elective contributions, up to 8% of eligible pay, with immediate vesting. Although the 401(k) Plan permits the Company to make annual, discretionary contributions of up to 3% of eligible pay that would be fully vested after three years of service, the Company has not made any such contributions for several years.

Supplemental Executive Retirement Plan (“SERP”)

The SERP covers certain executive level employees (including the NEOs) and is designed to improve the competitive positioning of the Company’s retirement programs, reward long-service employees and support executive retention and recruiting efforts. The SERP is a nonqualified defined contribution plan and the benefit is calculated by applying a SERP multiplier to total eligible compensation in a given year (base salary plus annual paid bonus). The SERP multiplier ranges from 3% to 6% and is determined by a formula that takes into account the executive’s age and years of service. SERP contributions are credited to a notional interest bearing account and vest after five years of service or when the executive turns 60. The targeted combined annual NEO retirement contribution between the SERP and 401(k) Plan is approximately 7% to 10.5% of cash compensation, depending on age and years of service. Each year the Committee determines the interest rate for SERP contributions and set the rate for fiscal 2025 at 4.24%.

Employee Deferred Compensation Plan

The Company also offers a deferred compensation plan that allows U.S. employees with base salary over $120,000 to defer cash compensation and associated taxes until retirement or termination of employment or, subject to certain limitations, an earlier specified date. Investments include a mix of options similar to the 401(k) Plan, a company stock account (although the plan was amended during the fiscal year ended August 31, 2019 to no longer permit investment contributions to be made into the company stock account) and, for deferrals made prior to December 1, 2019, an interest bearing account. As a result of the unfunded nature of the plan, compensation deferrals are essentially unsecured loans from employees to the Company. The stock account return mirrors the performance of the Company’s stock price. Shares of common stock equal to the number of vested shares are transferred by the Company into a rabbi trust. When distributed, deferred amounts invested in the interest and investment accounts are paid out in cash while an appropriate number of shares of common stock (plus accrued dividends) is released from the rabbi trust to satisfy common stock fund distributions. Contributions into the deferred compensation plan may reduce the ability to participate fully in the 401(k) Plan.

Employee Stock Purchase Plan

The Company has maintained its 2010 Employee Stock Purchase Plan (the “ESPP”) as a plan qualified under Section 423 of the Internal Revenue Code to permit employees who satisfy minimum period-of-service requirements to elect to purchase shares of the Company’s Class A common stock through payroll withholding. Executive officers of the Company were not eligible to participate in the

28

TABLE OF CONTENTS

ESPP until the ESPP was amended in December 2023 to permit them to participate on the same basis as other employees. The ESPP provides for periodic offering periods (currently, quarterly) in which qualifying employees may enroll to participate in the ESPP and select the level of payroll withholding to be applied for share purchases under the ESPP. Participants may purchase no more than $25,000 of the fair market value of shares under the ESPP in any calendar year. The purchase price for shares purchased under the ESPP is determined from time to time by the Committee and, as most recently amended, may not be less than the lesser of an amount equal to 85% of the closing price of the Class A common stock at the beginning of the periodic offering period or on the share purchase date following the end of the offering period.

Other Benefits

Other perquisites are provided to help executives be more productive and efficient, to provide protection from potential business risk and as a competitive compensation measure. They are limited in amount, and the Company maintains a strict policy regarding the eligibility and use of these benefits, which include financial planning and personal use of the company airplane. Annual NEO personal use of the plane (which is reviewed by the Committee at least annually) is capped at 32 hours of flight time for the CEO and 12 hours for all other NEOs. The other benefits earned by our NEOs in fiscal 2025 are included in the “All Other Compensation” column of the Summary Compensation Table appearing on page 31, with details provided in footnote 5 to that table.

STOCK OWNERSHIP REQUIREMENTS

Ownership of Company stock by executives directly aligns their interests with shareholders. Accordingly, the Company maintains stock ownership guidelines for NEOs equal in value to a multiple of their base salary, with the levels for current NEOs set forth in the table below.

Position			Multiple of Base Salary Required to be held in Company Stock
CEO			5X
Other NEOs			3X

Stock ownership requirements include the value of unvested restricted stock units, but not unvested Performance Shares, consistent with Peer Group practices. Additionally, shares held in the 401(k) Plan, employee stock purchase plan and/or deferred compensation accounts, as well as shares owned outright or by immediate family members are counted towards the ownership requirements. The compliance period to achieve the ownership requirement is five years from the date of appointment. The Committee reviews each NEO’s compliance with these guidelines on an annual basis, and all NEOs who are current executive officers either have met the target ownership level or are within the five-year compliance period.

Sales of shares by executives are limited until the ownership requirements are met. Those who have not reached their specified targets are required to hold 50% of the net vested share value for each grant they receive so that they meet their requirements in a timely manner.

ANTI-HEDGING AND INSIDER TRADING POLICIES

The Company has adopted a policy prohibiting directors, officers, and other employees from engaging in short-term or speculative transactions involving the Company’s common stock. This policy prohibits trading in Company common stock on a short-term basis, engaging in short sales, and buying and selling puts and calls, and discourages the practice of purchasing the Company’s stock on margin. In addition, the Company has adopted an insider trading policy addressing the purchase, sale and other disposition of the Company’s securities by its officers, directors and employees. The Company also follows procedures for the repurchase of its securities. The Company believes that its insider trading policy and its repurchase procedures are reasonably designed to promote compliance with U.S. federal insider trading laws, rules and regulations and the rules of the NYSE.

COMPENSATION CLAWBACK POLICIES

The Company maintains three compensation clawback policies that apply to its executive officers, including a policy adopted effective as of December 1, 2023 to address requirements under rules recently adopted by the SEC and NYSE mandating the clawback of incentive compensation upon the restatement of the Company’s financial statements and a policy adopted in July 2024 that provides for discretionary clawback of incentive compensation from executive officers and other specified management personnel in connection with misconduct and from management personnel in the event of a restatement of the Company’s financial statements.

The Company continues to maintain a clawback policy that had been adopted prior to the two policies adopted in fiscal 2024. This prior policy defines the economic consequences misconduct could have on the compensation of executive officers. Under that policy, in the event of a financial restatement due to fraud or misconduct, as determined by the Board of Directors, responsible executives must reimburse the Company for their annual cash bonus, as well as equity-based awards or other performance-based compensation paid to the executive based on the financial results that were the subject of the restatement.

The Company’s Dodd-Frank Clawback Policy (the “Dodd-Frank Policy”) was adopted effective as of December 1, 2023 and is of broader scope. The Dodd-Frank Policy applies with respect to a restatement of the Company’s financial statements even in the

29

TABLE OF CONTENTS

absence of any fraud or misconduct by an executive officer. The policy generally requires the recovery by the Company, in the event of a required accounting restatement (including a “little-r” restatement) of the Company’s financial statements, of incentive-based compensation received after the date of the adoption of the policy, which is based wholly or in part upon the attainment of any financial reporting measure, received by current or former executive officers to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. Clawback under the policy is required for any such excess compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting restatement. The policy provides for mandatory clawback by the Company of such excess compensation, with exceptions applicable only if (a) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered (provided that the Company must make a reasonable attempt to recover such erroneously awarded compensation, document its reasonable attempts to recover, and provide that documentation to the NYSE) or (b) a recovery from certain tax-qualified retirement plans would likely cause such plans to fail to meet the statutory requirements for tax exemption. To facilitate the application of the policy, the Company requires recipients of awards of incentive compensation based wholly or in part upon the attainment of any financial reporting measure, including relative TSR, to agree to repay any such excess compensation in accordance with the policy.

The Board of Directors adopted the Company’s Management Incentive Compensation Clawback Policy in July 2024 to extend the clawback of incentive compensation from certain non-executive officer management personnel in the event of a restatement of the Company’s financial statements and to provide for the clawback of incentive compensation from executive officers and such other management personnel in the event of their misconduct. This policy provides for the clawback of incentive compensation as determined in the discretion of the Committee (i) from a member of our Global Leadership Team (currently comprised of our executive officers and approximately 50 other management personnel) in connection with misconduct by that member and (ii) from members of the Global Leadership Team not already covered by the Dodd-Frank Policy, upon a restatement of our financial information. Misconduct that triggers potential clawback under this policy includes, among other things: conviction, or a plea of guilty or no contest, of a felony or a crime involving dishonesty, disloyalty or fraud or involving conduct as an employee that could result in public disgrace or disrepute or economic harm to the Company; reporting to work while under the influence of alcohol or use of illegal drugs (whether or not at the workplace); repeated failure to perform duties or gross negligence or willful misconduct with respect to the performance of duties; violation of any of the terms of the Company’s established policies; and knowing failure to manage, report or monitor conduct of subordinates who have violated applicable law or any of the terms of the Company’s established policies. The policy provides that, in the event of misconduct, the Committee, in determining the amount of incentive compensation to be recouped, may consider, among other things, the seriousness of the misconduct, whether the covered employee was unjustly enriched, and whether seeking the recovery would prejudice the Company’s interests in any way, and any other factors it deems relevant to the determination.

CHANGES FOR THE FISCAL 2026 EXECUTIVE COMPENSATION PROGRAM

The Committee did not make any structural changes to the design of its executive compensation program for the fiscal year ending August 31, 2026, including the performance measures and weightings used in the annual bonus program and annual long-term equity awards. The Committee believes the structure of the executive compensation program continues to align executive incentives with shareholder interests.

TALENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K.

TALENT DEVELOPMENT AND COMPENSATION COMMITTEE

Richard D. Holder, Chair

Alfredo Altavilla

Judy L. Altmaier

J. Palmer Clarkson

Lynn C. Minella

30

TABLE OF CONTENTS

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation of the NEOs for the fiscal years ended August 31, 2025, 2024 and 2023:

Name & Principal Position			Year			Salary ($)			Bonus ($)(1)			Stock Awards ($)(2)			Non-Equity Incentive Plan Compensation ($)(3)			Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4)			All Other Compensation ($)(5)			Total ($)
Paul E. Sternlieb President and Chief Executive Officer			2025			929,423			—			4,520,634			951,332			—			146,883			6,548,272
			2024			891,346			—			4,098,164			877,500			—			176,425			6,043,435
			2023			774,519			—			6,999,985			1,466,325			—			367,677			9,608,506
Darren M. Kozik(6) Executive Vice President and Chief Financial Officer			2025			401,058			318,000			1,017,575			266,934			—			47,780			2,051,347
Eric T. Chack Executive Vice President, Operations			2025			454,413			—			570,627			252,896			—			55,512			1,333,448
			2024			43,269			180,000			—			26,445			—			5,758			255,472
Benjamin J. Topercer Executive Vice President and Chief Human Resources Officer			2025			413,077			—			434,144			232,548			—			90,378			1,170,147
			2024			407,692			—			381,319			214,500			—			64,776			1,068,287
			2023			358,635			—			275,005			353,780			—			60,689			1,048,109
Noah N. Popp(7) Executive Vice President, General Counsel and Secretary			2025			40,385			214,000			—			23,167			—			3,710			281,262
P. Shannon Burns(8) Former Interim Principal Financial Officer			2025			244,269			—			217,022			—			—			406,922			868,213
			2024			262,333			—			198,982			104,451			—			9,687			575,453
James P. Denis(9) Former Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel			2025			346,959			—			379,825			—			—			640,998			1,367,782
			2024			357,415			—			354,136			174,720			—			63,680			949,951
			2023			315,769			—			175,012			268,128			—			55,141			814,050

(1)
In fiscal 2025, in connection with the commencement of their respective employments, Mr. Kozik and Mr. Popp received a signing bonus of $318,000 and $214,000, respectively. In fiscal 2024, in connection with the commencement of his employment, Mr. Chack received a signing bonus of $180,000. Each of these executive officers is required to repay all or some of the signing bonus in the event he voluntarily terminates his employment with the Company before certain specified dates other than for good reason, with the amount of the required repayment being based on the length of service prior to departure. The full amount of signing bonus received by Mr. Kozik, Mr. Chack and Mr. Popp are reported as “Bonus” in this table.

(2)
Equity compensation awards granted in fiscal 2025 consisted of restricted stock units and Performance Shares. These equity awards are reported at a value, developed solely for purposes of disclosure in accordance with the rules and regulations of the SEC, equal to the “grant date fair value” thereof under ASC Topic 718 of the Financial Accounting Standards Board (“FASB”) for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. The reported amounts for any award do not reflect any adjustments for restrictions on transferability. See Note 15 of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended August 31, 2025 for a discussion of the methods applied in determining the grant date fair values in this column for fiscal 2025. For the Performance Shares, the amount reported is based on the number of shares issuable upon achievement of the target level of performance. As described on pages 25 and 27, the payout for Performance Shares range from 0% to 200% of the target level based on the actual performance level achieved. Assuming maximum payouts for the Performance Shares at 200% of the target level, the amounts reported above for the restricted stock units and Performance Shares for fiscal 2025 would be as follows: Mr. Sternlieb, $7,401,293; Mr. Kozik, $1,310,272; Mr. Topercer, $668,311; Mr. Chack, $501,272; Mr. Burns, $334,080 and Mr. Denis $584,690. Mr. Popp did not receive awards of restricted stock units and Performance Shares in fiscal 2025. Under the terms of his initial employment arrangement, on December 15, 2024, Mr. Kozik received an initial award of restricted stock units that vest, subject to continued employment, with respect to 4,606 shares, on the second anniversary of the grant date of the award and with respect to 5,118 shares, on the third anniversary of the grant date, which restricted stock units had a grant date value of $474,920. Under the terms of his initial employment arrangement, on September 15, 2024, Mr. Chack received an initial award of 5,945 restricted stock units that vest, subject to continued employment, on the second anniversary of the grant date of the award, which restricted stock units had a grant date value of $244,993. For Mr. Burns and Mr. Denis, pursuant to the Company’s Senior Officer Severance Plan, all of their restricted stock units vested as of the respective dates of the cessation of their employment (July 23, 2025 for Mr. Burns and August 1, 2025 for Mr. Denis) and payment of their Performance Shares will be prorated for the portion of their respective employment in the three-year period ending August 31, 2027. The amounts reported in the table for Mr. Burns and Mr. Denis do not reflect the impact of such proration of their Performance Shares.

(3)
Reflects amounts earned under the annual bonus plan. Annual bonus plan amounts are paid in the first quarter of the subsequent fiscal year. Pursuant to the Senior Officer Severance Plan, Mr. Denis and Mr. Burns each received an annual bonus payment equal to the annual bonus payable based on achievement of goals at “target” levels, which amount was paid within 60 days of the termination of his respective employment. This amount is reported under the column “All Other Compensation.”

31

TABLE OF CONTENTS

(4)
Reflects the portion of interest earned in the Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan to the extent that it exceeds the SEC benchmark “market” rate of 5.36%, 4.93% and 4.99% in fiscal 2023, 2024 and 2025, respectively (120% of the applicable federal long-term rate). See page 28 for information on the Employee Deferred Compensation Plan, and page 36 for NEO activity in this plan.

(5)
For fiscal 2025, these amounts consist of the following:

Name			401(k) Core and Match ($)			SERP(a) ($)			Automobile Allowance ($)			Supplemental Disability Insurance ($)			Executive Physical ($)			Personal Use of Company Plane(b) ($)			Financial Planning(c) ($)			Severance(d) ($)			Total ($)
Paul E. Sternlieb			11,750			72,300			18,000			3,069			4,600			30,966			6,198			—			146,883
Darren M. Kozik			17,814			12,238			13,708			2,062						—			1,958			—			47,780
Eric T. Chack			20,427			14,428			18,069			2,588			—			—			—			—			55,512
Benjamin J. Topercer			9,304			25,113			16,200			2,798			5,329			25,436			6,198			—			90,378
Noah N. Popp			—			1,841			1,869			—			—			—			—			—			3,710
P. Shannon Burns			11,000			—			—			—			—			—			—			395,922			406,922
James P. Denis			10,957			—			14,954			3,011			—			—			—			612,076			640,998

(a)
Represents Company contribution to the SERP as described on page 28.

(b)
The income for personal use of the Company plane was determined by calculating the incremental cost including fuel, pilot and other variable costs.

(c)
Amounts listed in this column include tax gross-up payments made to the applicable NEO with respect to such benefits.

(d)
Pursuant to the Company’s Senior Officer Severance Plan, Mr. Burns and Mr. Denis received the following payments in connection with his termination of employment with the Company: a lump-sum payment equal to the sum of (i) one year’s base salary at his regular salary rate (Mr. Burns: $272,685; Mr. Denis: $376,320), (ii) the annual bonus that would have been payable to Mr. Burns and Mr. Denis under the Company’s annual bonus plan for fiscal 2025 based on achievement of financial and other goals at “target” levels (Mr. Burns: $109,074; Mr. Denis: $188,160), and (iii) the portion of the monthly premium that the Company would normally pay for 12 months of medical, dental and vision coverage at Mr. Burns’s and Mr. Denis’s same level for such benefits immediately prior to the termination of employment (Mr. Burns: $7,763; Mr. Denis: $22,596). Mr. Burns and Mr. Denis also received outplacement services in fiscal 2025 pursuant to the Company’s Senior Officer Severance Plan, for a total cost of $6,400 and $25,000, respectively, which amounts are included in the totals shown in the table above. The amount does not include any value associated with the acceleration of vesting upon the cessation of Mr. Burns’s and Mr. Denis’s employment, pursuant to the Company’s Senior Officer Severance Plan, of equity awards that were then outstanding.

(6)
Mr. Kozik was appointed Executive Vice President and Chief Financial Officer effective October 28, 2024.

(7)
Mr. Popp was appointed Executive Vice President, General Counsel and Secretary effective July 14, 2025.

(8)
Mr. Burns was appointed as Interim Executive Vice President and Interim Principal Financial Officer effective on March 1, 2024 and ceased serving as Interim Principal Financial Officer on October 28, 2024. Mr. Burns’s employment with the Company ceased effective July 23, 2025.

(9)
Mr. Denis’s employment with the Company ceased effective August 1, 2025.

32

TABLE OF CONTENTS

GRANTS OF PLAN-BASED AWARDS

The following table sets forth the equity compensation awards to the named executive officers in fiscal 2025, as well as the potential range of payouts for fiscal 2025 under the annual cash bonus plan.

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)									All Other Stock Awards: Number of Shares or Units(3) (#)			Grant Date Fair Value of Stock and Option Awards(4) ($)
Name			Grant Date			Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
Paul E. Sternlieb			11/7/2024			—			—			—			24,288			48,578			97,156			—			2,880,658
			11/7/2024			—			—			—			—			—			—			32,385			1,639,976
			n/a			—			945,000			1,890,000			—			—			—			—			—
Darren M. Kozik			11/7/2024			—			—			—			2,467			4,936			9,872			—			292,696
			11/7/2024			—			—			—			—			—			—			4,936			249,959
			12/15/2024			—			—			—			—			—			—			4,606(5)			224,957
			12/15/2024			—			—			—			—			—			—			5,118(6)			249,963
			n/a			—			265,157			530,314			—			—			—			—			—
Eric T. Chack			9/15/2024			—			—			—			—			—			—			5,945(5)			244,993
			11/7/2024			—			—			—			1,481			2,962			5,924			—			175,638
			11/7/2024			—			—			—			—			—			—			2,962			149,996
			n/a			—			251,213			502,425			—			—			—			—			—
Benjamin J. Topercer			11/7/2024			—			—			—			1,974			3,949			7,898			—			234,167
			11/7/2024			—			—			—			—			—			—			3,949			199,977
			n/a			—			231,000			462,000			—			—			—			—			—
Noah N. Popp			n/a			—			23,012			46,024			—			—			—			—			—
P. Shannon Burns(7)			11/7/2024			—			—			—			987			1,974			3,948			—			117,058
			11/7/2024			—			—			—			—			—			—			1,974			99,963
			n/a			—			97,708			195,415			—			—			—			—			—
James P. Denis(8)			11/7/2024			—			—			—			1,727			3,455			6,910			—			204,864
			11/7/2024			—			—			—			—			—			—			3,455			174,961
			n/a			—			188,160			376,320			—			—			—			—			—

(1)
These columns show the range of cash payouts with respect to awards under the fiscal 2025 annual bonus plan described beginning on page 23. The actual bonuses earned under this plan are included in the Summary Compensation Table on page 31.

(2)
Reflects Performance Shares granted in fiscal 2025 under the Company’s 2017 Omnibus Incentive Plan, as amended (the “2017 Omnibus Incentive Plan”). Refer to “Equity Compensation Granted in Fiscal 2025—Performance Based Restricted Stock Units” beginning on page 25 for further details on these awards.

(3)
Reflects restricted stock units granted in fiscal 2025 under the 2017 Omnibus Incentive Plan. Unless otherwise noted by footnotes in this column, each of the awards of restricted stock units vests in three equal annual installments, commencing on the first anniversary of the date of grant. Vesting of the restricted stock units is subject to continued employment through the vesting date.

(4)
The grant date fair value of restricted stock unit awards is based on the market price of the shares on the grant date and the grant date fair value of Performance Shares with market vesting conditions is based on a Monte Carlo simulation model, which was applied in fiscal 2025 for valuing such awards for financial reporting purposes. See Note 15 of the Notes to Consolidated Financial Statements included in our Form 10-K for the year ended August 31, 2025 for a discussion of the methods applied in determining the grant date fair values in this column.

(5)
Vests on the second anniversary of the grant date, subject to continued employment through the vesting date.

(6)
Vests on the third anniversary of the grant date, subject to continued employment through the vesting date.

(7)
Upon his termination of service on July 23, 2025, pursuant to the Senior Officer Severance Plan, all restricted stock units granted to Mr. Burns vested and, for the Performance Shares, the requirement that Mr. Burns remain employed during the performance period was waived, and Mr. Burns is entitled to receive, following the completion of the performance period, a pro rata payout (based on the portion of the three-year performance period during which Mr. Burns was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals. The amount reported in the table for Mr. Burns does not reflect proration of the payout of his Performance Shares based on his period of service.

(8)
Upon his termination of service on August 1, 2025, pursuant to the Senior Officer Severance Plan, all restricted stock units granted to Mr. Denis vested and, for the Performance Shares, the requirement that Mr. Denis remain employed during the performance period was waived, and Mr. Denis is entitled to receive, following the completion of the performance period, a pro rata payout (based on the portion of the three-year performance period during which Mr. Denis was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals. The amount reported in the table for Mr. Denis does not reflect proration of the payout of his Performance Shares based on his period of service.

33

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table summarizes the outstanding equity incentive plan awards held by each NEO at August 31, 2025.

			Option Awards												Stock Awards
Name			Grant Date			Number of Securities Underlying Options (#) Exercisable			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(1)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Paul E. Sternlieb			10/24/2022			—			—			—			—			—			121,458			5,142,532
			10/24/2022			—			—			—			13,498			571,505(3)			—			—
			8/30/2023			—			—			—			—			—			55,617			2,354,823
			10/20/2023			—			—			—			34,319			1,453,066(3)			—			—
			10/20/2023			—			—			—			—			—			154,434			6,538,736
			11/7/2024			—			—			—			32,385			1,371,181(3)			—			—
			11/7/2024			—			—			—			—			—			97,156			4,113,585
Darren M. Kozik			11/7/2024			—			—			—			4,936			208,990(3)			—			—
			11/7/2024			—			—			—			—			—			9,872			417,980
			12/15/2024			—			—			—			4,606			195,018(4)			—			—
			12/15/2024			—			—			—			5,118			216,696(5)			—			—
Eric T. Chack			9/15/2024			—			—			—			5,945			251,711(4)			—			—
			11/7/2024			—			—			—			2,962			125,411(3)			—			—
			11/7/2024			—			—			—			—			—			5,924			250,822
Benjamin J. Topercer			10/24/2022			—			—			—			1,856			78,583(3)			—			—
			10/24/2022			—			—			—			—			—			11,134			471,413
			10/19/2023			—			—			—			4,057			171,816(3)			—			—
			10/19/2023			—			—			—			—			—			12,172			515,362
			11/7/2024			—			—			—			3,949			167,201(3)			—			—
			11/7/2024			—			—			—			—			—			7,898			334,401
Noah N. Popp(6)			—			—			—			—			—			—			—			—
P. Shannon Burns(7)			10/19/2023			—			—			—			—			—			958			40,562
			11/7/2024			—			—			—			—			—			1,098			46,489
James P. Denis(8)			10/24/2022			—			—			—			—			—			6,888			291,638
			10/19/2023			—			—			—			—			—			7,224			305,864
			11/7/2024			—			—			—			—			—			2,112			89,422

(1)
Market value of restricted stock unit awards and Performance Shares is based on the $42.34 closing price on the NYSE of the Company’s Class A common stock on August 29, 2025, the last trading day of the fiscal year ended August 31, 2025.

(2)
Represents awards of Performance Shares (at target) that include a three-year performance period (except for the Performance Shares awarded to Mr. Sternlieb on August 30, 2023) and vest based on achievement of performance measures subject to continued employment. Performance Shares granted in fiscal 2023, 2024 and 2025, other than the award to Mr. Sternlieb on August 30, 2023, vest based on the Company’s TSR percentile relative to the S&P SmallCap 600 Industrial Index, achievement of an ROIC target and achievement of an adjusted earnings per share target. Grants of Performance Shares in fiscal 2023, other than the Performance Shares awarded to Mr. Sternlieb on August 30, 2023, are presented at the maximum level, grants of Performance Shares in fiscal 2024 are presented at the maximum level and grants of Performance Shares in fiscal 2025 are presented at the maximum level. The Performance Shares awarded to Mr. Sternlieb on August 30, 2023 vest based on achievement of net revenue and adjusted EBITDA margin targets for the fiscal year ending August 31, 2026, subject to Mr. Sternlieb’s continued employment, and are presented at the target level. Subsequent to August 31, 2025 and the completion of the three-year performance period then ended, the fiscal 2023 Performance Share grants (granted on October 24, 2022) vested at 186% of the target level. See “Equity Compensation Granted in Fiscal 2025—Performance Equity Awards Vesting in Fiscal 2025” beginning on page 27 for additional details.

(3)
Restricted stock units vest in equal annual installments over a three-year period, subject to continued employment, commencing on the first anniversary of the date of grant. The amount presented reflects the remaining unvested balance.

(4)
Restricted stock units vest on the second anniversary of the grant date, subject to continued employment.

(5)
Restricted stock units vest on the third anniversary of the grant date, subject to continued employment.

34

TABLE OF CONTENTS

(6)
Mr. Popp joined the Company on July 14, 2025 and did not receive any equity awards in fiscal 2025. Under the terms of his initial employment arrangement, on September 15, 2025, Mr. Popp received an initial award of restricted stock units for 2,589 shares that vest, subject to his continued employment, on the second anniversary of the grant date of the award.

(7)
All restricted stock units granted to Mr. Burns that were unvested as of his July 23, 2025 departure from the Company were vested at such time pursuant to the Company’s Senior Officer Severance Plan. In addition, for Performance Shares granted to Mr. Burns that were outstanding on July 23, 2025, the requirement that Mr. Burns remain employed during the performance period was waived as provided in the Senior Officer Severance Plan, and Mr. Burns is entitled to receive, following the completion of the performance period, a pro rata payout (based on the portion of the applicable performance period during which Mr. Burns was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals. The amount reported in the table for Mr. Burns reflects this proration of his Performance Shares. The Senior Officer Severance Plan is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 37.

(8)
All restricted stock units granted to Mr. Denis that were unvested as of his August 1, 2025 departure from the Company were vested at such time pursuant to the Company’s Senior Officer Severance Plan. In addition, for Performance Shares granted to Mr. Denis that were outstanding on August 1, 2025, the requirement that Mr. Denis remain employed during the performance period was waived as provided in the Senior Officer Severance Plan, and Mr. Denis is entitled to receive, following the completion of the performance period, a pro rata payout (based on the portion of the applicable performance period during which Mr. Denis was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals. The amount reported in the table for Mr. Denis reflects this proration of his Performance Shares. The Senior Officer Severance Plan is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 37.

EQUITY AWARDS VESTED IN FISCAL 2025

The grant date fair value of equity compensation awards in each of the past three fiscal years is included in the Summary Compensation Table on page 31. However, this does not reflect the actual value realized on past awards, which may be more or less than the target values, depending on the appreciation in the price of the Company’s common stock. The following table summarizes the number of shares and the actual value realized by each NEO upon vesting of restricted stock units and Performance Shares during fiscal 2025. None of the NEOs have been granted any options to acquire common stock of the Company.

			Stock Awards
Name			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(1)
Paul E. Sternlieb			263,348			11,237,925
Darren M. Kozik			—			—
Eric T. Chack			—			—
Benjamin J. Topercer			30,155			1,344,234
Noah N. Popp			—			—
P. Shannon Burns(2)			7,129			270,546
James P. Denis(2)			12,592			499,429

(1)
Value realized on the vesting of restricted stock units and Performance Share awards reflects the number of shares vested multiplied by the market price of the stock on the vest date.

(2)
Includes shares acquired in connection with the acceleration of vesting upon the cessation of Mr. Burns’s and Mr. Denis’s employment, pursuant to the Company’s Senior Officer Severance Plan, of restricted stock unit awards that were then outstanding.

35

TABLE OF CONTENTS

EMPLOYEE DEFERRED COMPENSATION

NEOs are eligible to participate in the Company’s Employee Deferred Compensation Plan and Supplemental Executive Retirement Plan (see page 28 for a description of the plans).

Name			Executive Contributions in Last Fiscal Year(1) ($)			Registrant Contributions in Last Fiscal Year(2) ($)			Aggregate Earnings in Last Fiscal Year(3) ($)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last FYE(4) ($)
Paul E. Sternlieb
Deferred Compensation			—			—			—			—			—
Supplemental Executive Retirement			—			72,300			24,307			—			​291,917
Darren M. Kozik
Deferred Compensation			—			—			—			—			—
Supplemental Executive Retirement			—			12,238			—			—			12,238
Eric T. Chack
Deferred Compensation			—			—			—			—			—
Supplemental Executive Retirement			—			14,428			60			—			​15,967
Benjamin J. Topercer
Deferred Compensation			—			—			19,635			—			191,519
Supplemental Executive Retirement			—			25,113			4,459			—			​72,206
Noah N. Popp
Deferred Compensation			—			—			—			—			—
Supplemental Executive Retirement			—			1,841			—			—			​1,841
P. Shannon Burns
Deferred Compensation			—			—			—			—			—
Supplemental Executive Retirement			—			—			—			—			—
James P. Denis
Deferred Compensation			—			—			—			—			—
Supplemental Executive Retirement			—			—			4,707			—			53,063

(1)
NEO contributions include employee elective deferrals of base salary or annual bonus (in accordance with the 2017 Omnibus Incentive Plan). Accordingly, all amounts in this column are included in the Summary Compensation Table on page 31 in one or more of the following columns for fiscal 2025: “Salary,” “Stock Awards” or “Non-Equity Incentive Plan Compensation.”

(2)
These amounts for fiscal 2025 appear in the “All Other Compensation” column of the Summary Compensation Table on page 31 (see footnote 5 to that table).

(3)
Represents aggregate earnings (loss) on investments of deferred compensation deemed invested in a mix of options similar to the 401(k) Plan, a company stock account (although the plan no longer permits investment of contributions into the company stock account other than the deferral of restricted stock units) and, for amounts in the SERP, an interest bearing account. Interest on the interest bearing account was paid at rate of 4.24% in fiscal 2025.

(4)
The aggregate balance of August 31, 2025 represents the balance in each NEO’s participant account.

36

TABLE OF CONTENTS

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information, as of August 31, 2025, relating to our equity compensation plans pursuant to which grants of options, restricted stock units or other rights to acquire shares may be granted from time to time.

Plan Category			Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)			Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(2)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)(3)
Equity compensation plans approved by security holders(1)			783,894			$33.33			2,577,263
Equity compensation plans not approved by security holders			—			—			—
Total			783,894			$33.33			2,577,263

(1)
The number of securities to be issued upon exercise of outstanding options, warrants and rights comprises shares issuable with respect to 126,171 stock options at a weighted average exercise price of $26.42 (the number of actual shares issued will vary based on the stock price on the date of exercise), which options were granted under the Company’s 2009 Omnibus Incentive Plan, as amended, and 311,996 restricted stock units and 345,727 Performance Shares (at target), which were granted under the 2017 Omnibus Incentive Plan.

(2)
The weighted average exercise price does not take into account awards of Performance Shares or restricted stock units.

(3)
The number of securities remaining available for future issuance under equity compensation plans include 2,436,623 shares under the 2017 Omnibus Incentive Plan, 17,287 shares under the Company’s Deferred Compensation Plan and 123,353 shares under the Company’s 2010 Employee Stock Purchase Plan.

SENIOR OFFICER SEVERANCE PLAN AND EXECUTIVE AGREEMENTS

Senior Officer Severance Plan

The Company’s Senior Officer Severance Plan provides increased certainty for the covered executive officers and the Company in the event of a severance. The Senior Officer Severance Plan is expected to assist the Company with the retention and recruitment of key executives, provide the Company with important protections and reduce costs in the event of a dispute. The Senior Officer Severance Plan applies to the Company’s Chief Executive Officer and any Executive Vice President of the Company (the “Senior Officers”). In connection with the appointment of Mr. Sternlieb as President and Chief Executive Officer, the Company entered into a letter agreement with him to establish the terms of his initial compensation, which agreement included enhanced benefits under the Senior Officer Severance Plan.

The Senior Officer Severance Plan, as modified for the separate agreement with Mr. Sternlieb, provides that, in the event the employment of a Senior Officer is terminated by the Company without “Cause” or by a Senior Officer with “Good Reason” (as each term is defined in the Senior Officer Severance Plan):

• the Senior Officer would be entitled to receive a lump-sum payment equal to the sum of (i) one year’s (one and one-half year’s for Mr. Sternlieb) base salary at the Senior Officer’s regular salary rate, (ii) the annual bonus (one and one-half times the annual bonus for Mr. Sternlieb) that would have been payable to the Senior Officer under the Company’s annual bonus plan for the fiscal year in which such termination of employment occurs based on achievement of financial and other goals at “target” levels, and (iii) the portion of the monthly premium that the Company would normally pay for 12 months (18 months for Mr. Sternlieb) of medical, dental and vision coverage at the Senior Officer’s same level for such benefits immediately prior to the termination of employment (including dependent coverage, if applicable);

• outstanding unvested stock options granted by the Company to the Senior Officer would become vested upon the termination of employment and each outstanding unexercised stock option, including previously vested stock options, would remain exercisable until the earlier of (i) the date such stock option would have expired by its original terms (disregarding any provision for early expiration of the stock option upon termination of employment) or (ii) 10 years after the date such stock option was granted;

• outstanding restricted stock units granted by the Company to the Senior Officer would become vested upon termination of employment;

• with respect to any outstanding Performance Shares awarded by the Company to the Senior Officer, the requirement for the Senior Officer to remain employed during the relevant period would be waived, and the Senior Officer would be entitled to receive, following the completion of the relevant performance period, a pro rata pay out (based on the portion of the performance period during which the Senior Officer was employed) to the extent Performance Shares are earned based on the level of achievement of performance goals;

• the Senior Officer would be entitled to receive benefits under the retirement plans of the Company in which the Senior Officer participates based on the terms of such plans; and

• the Senior Officer would be entitled to receive outplacement services in a form, manner and with a scope of benefits as determined by the Talent Development and Compensation Committee of the Company’s Board of Directors, or any successor administrator appointed under the Senior Officer Severance Plan.

37

TABLE OF CONTENTS

The Senior Officer Severance Plan provides for the reduction of the foregoing payments and benefits in connection with the application of Internal Revenue Code Section 280G if such a reduction would enable the Senior Officer to benefit financially on an after-tax basis. In addition, the Senior Officer Severance Plan provides that a Senior Officer whose employment is terminated in connection with a sale of a business unit is not entitled to the foregoing benefits if the Senior Officer receives an “Offer of Comparable Employment” (as defined in the Senior Officer Severance Plan) from the purchaser of the business unit. The Senior Officer Severance Plan also provides that if a Senior Officer becomes entitled, prior to satisfaction of conditions for payment under the Senior Officer Severance Plan, to receive severance benefits under an agreement with the Company upon termination of employment in connection with a change in control of the Company or sale of a business unit of the Company then no benefits are payable to the Senior Officer pursuant to the Senior Officer Severance Plan. Under the separate agreement with Mr. Sternlieb, he would be entitled to reimbursement by the Company of reasonable legal fees, up to $10,000, to enforce the Senior Officer Severance Plan.

The receipt by a Senior Officer of any payment or other benefit under the Senior Officer Severance Plan is conditioned upon (i) the delivery by the Senior Officer of a full and unconditional release of all claims against the Company in a form appended to the Senior Officer Severance Plan, (ii) the delivery by the Senior Officer of an agreement in a form appended to the Senior Officer Severance Plan including provisions relating to, among other matters, confidentiality, non-competition, non-solicitation of the Company’s customers, and non-hiring of the Company’s employees, and (iii) the Senior Officer’s agreement to provide reasonable assistance with respect to specified matters during the 12 months following termination of employment.

The Senior Officer Severance Plan provides that it may be amended or terminated at any time by the Company, provided that if there is a “Change in Control” of the Company (as defined in the Senior Officer Severance Plan), then during the two years following the Change in Control the Senior Officer Severance Plan may not be modified or rescinded to adversely affect the rights of the Senior Officers covered by the Senior Officer Severance Plan at the time of the Change in Control. In addition, if the Company becomes obligated to make any payments under the Senior Officer Severance Plan to a Senior Officer, the Senior Officer Severance Plan will remain in effect until such obligations have been satisfied. The Senior Officer Severance Plan also provides that all benefits under the Senior Officer Severance Plan are subject to the Company’s clawback policy for executive officers or any other clawback policy of the Company that is subsequently in effect.

Mr. Burns and Mr. Denis received benefits under the Senior Officer Severance Plan in connection with their departures.

No Employment Agreements

The Company does not have employment contracts with any of its NEOs.

Severance Payments

The following table provides the estimated payments for the NEOs who are employees as of the date of this proxy statement (the “current NEOs”), as if their employment had been terminated by the Company on August 31, 2025 in the absence of a change in control of the Company. The amounts presented are determined with respect to the Senior Officer Severance Plan, except with respect to Mr. Sternlieb, who is eligible for additional benefits as described beginning on page 37. The severance benefits under the Senior Officer Severance Plan (including as modified for Mr. Sternlieb) are reflected in the following table.

Name			Base Salary ($)			Annual Bonus ($)			Stock Awards(1) ($)			Benefits(2) ($)			Total ($)
Paul E. Sternlieb			1,417,500			1,417,500			3,395,753			—			6,230,753
Darren M. Kozik			485,000			315,250			620,704			22,538			1,443,492
Eric T. Chack			456,750			251,213			377,122			22,538			1,107,623
Benjamin J. Topercer			420,000			231,000			417,599			22,538			1,091,137
Noah N. Popp			350,000			175,000			—			22,538			547,538

(1)
Represents market value of unvested restricted stock units based on the closing price on the NYSE of the Company’s Class A common stock on August 29, 2025, the last trading day of the fiscal year ended August 31, 2025 ($42.34), but does not include any amount with respect to the vesting of unvested Performance Shares as the amount of shares to be issued under such awards is dependent on the level of performance achieved for the full three-year performance period and accordingly is not known.

(2)
Represents the portion of the monthly premium that the Company would pay for 12 months of medical, dental and vision insurance coverage, but does not include an estimate of the cost of outplacement services because such amount is not presently determinable (under the Senior Officer Severance Plan, the form, manner and scope of such services is subject to the discretion of the Talent Development and Compensation Committee).

Death or Disability Arrangements

NEOs are not generally entitled to any special benefits upon death or permanent disability. In the case of a current NEO’s death, payment of base salary would cease. The executive’s estate would receive an earned, pro-rata 401(k) match and core contribution, non-qualified core contribution under the Deferred Compensation Plan benefit and annual bonus. All stock options, restricted stock units and Performance Shares would become 100% vested. The value of each NEO’s restricted stock units as of August 31, 2025, whose vesting would be accelerated upon death, is the same as disclosed in the preceding Severance Payments table. The value of Performance Shares, whose vesting would be accelerated upon death, is presently undeterminable as it depends on future performance results.

38

TABLE OF CONTENTS

If the NEO becomes disabled during employment, base salary would continue at 100% for up to six months while the executive is disabled. If the executive remains disabled after six months and enrolled in the voluntary supplemental long term disability program, the insurance carrier would begin making disability payments to the executive. Otherwise, no further salary or disability payments would be due. Additionally, all current NEOs participate in a company-paid supplemental disability insurance program. Benefits from that policy would be paid by the insurance carrier in addition to the voluntary group policy. The NEO would receive an earned, pro-rata 401(k) match and core contribution, non-qualified core contribution under the Deferred Compensation Plan benefit and annual cash bonus payout after six months of disability. In the event of termination of employment due to permanent disability, all unvested stock options, restricted stock units and Performance Shares would become vested.

CHANGE-IN-CONTROL PAYMENTS

Change-in-Control Arrangements

The Company has entered into change-in-control agreements with each of the current NEOs providing certain benefits upon termination of employment following both a “change in control” of the Company and a “qualified termination.” Such change-in-control agreements are intended to encourage executives to consider the best interests of shareholders by alleviating any concerns about their own personal financial well-being in the face of a potential change in control of the Company.

A “change in control” is generally defined as:

• the acquisition by a person or group of more than 50% of the Company’s common stock;

• the acquisition by a person or group of assets of the Company that have a total gross fair market value equal to or more than 40% of the total gross market value of all of the assets of the Company immediately before such acquisition;

• the acquisition by a person or group of 30% or more of the total voting power of the stock of the Company; or

• a change in the majority of the Board of Directors without the endorsement of the existing Board members.

In this section, we refer to a “qualified termination” under the change-in-control agreements as either (1) a termination by the Company (except “for cause” (as defined in the change-in-control agreements)) within a period beginning six months prior to, and up to 24 months after, a change in control or (2) a voluntary termination by the executive following a triggering event that occurs within 24 months following the date of the change in control.

A “triggering event” is generally defined as:

• a material reduction in the base salary or annual bonus opportunity, or material reduction in the total value of the fringe benefits received by the executive from the Company from prior levels received at the time of a change in control or during the six-month period prior to the change in control;

• a material reduction in authority and responsibility or a material decrease in the same for the supervisor to whom the executive reports, from the levels existing at the time of a change in control or the six month period prior to the change in control;

• a change in the location or headquarters where the executive is expected to work that is 40 or more miles from the previous location existing at the time of the change in control or during the six month period preceding the change in control; or

• in the agreement with Mr. Sternlieb, a material breach of his change-in-control agreement by the Company.

Under the change-in-control agreements, the Company has an opportunity to cure a triggering event that would otherwise have caused a payout under such agreement.

The terms of the change-in-control agreements do not include any provisions for excise tax gross-ups. The agreements generally do not vary by executive, but Mr. Sternlieb’s agreement provides for certain enhanced benefits. The agreements state that upon a qualified termination of an executive, that executive is entitled to receive a lump sum payment equal to two times (2.99 times for Mr. Sternlieb) the executive’s annual base salary plus the greater of (i) two times (2.99 times for Mr. Sternlieb) the highest annual bonus earned by the executive during the three complete fiscal years immediately preceding the termination of employment or (ii) two times (2.99 times for Mr. Sternlieb) the highest amount of the target annual bonus for the executive during the three complete fiscal years immediately preceding the termination of employment. The lump sum payment would be payable within 20 days after termination of employment. The multiples to be paid in the event of a change in control were not determined in relation to the overall compensation guideline, but rather as part of an objective to attract and retain NEOs. In addition, the executive would continue to receive welfare benefits and perquisites available to that NEO at the time of termination for two years following termination of employment. Under his change-in-control agreement, Mr. Sternlieb would be entitled to reimbursement by the Company of reasonable legal fees, up to $10,000, to enforce his change-in-control agreement.

The agreements provide for the reduction of the foregoing payments and benefits in connection with the application of Internal Revenue Code Section 280G if such a reduction would enable the executive to benefit financially on an after-tax basis. The agreements also include obligations of the executive relating to, among other matters, confidentiality, non-competition, non-solicitation of the Company’s customers, and non-hiring of the Company’s employees.

39

TABLE OF CONTENTS

In addition, under the change-in-control agreements, upon a qualified termination, any outstanding equity or long-term incentive awards held by the executive immediately prior to termination shall be fully vested (at the target level of performance for performance-based awards) and, with respect to any stock options, stock appreciation rights or similar awards the executive shall have the full duration of the original exercise period to exercise such award.

Certain of our equity compensation plans and awards also contain change in control provisions. The award agreements for outstanding restricted stock units and Performance Shares granted prior to fiscal 2025 provide for immediate vesting upon the occurrence of a change in control, with the amount earned under Performance Share awards being based on achievement of target performance levels. Award agreements for outstanding restricted stock units and Performance Shares granted during and after fiscal 2025 contain an additional condition to vesting following a change in control. Pursuant to these award agreements, following a change in control, the restricted stock units and Performance Shares do not vest unless either (1) the restricted stock units or Performance Shares, as applicable, are not continued in effect or assumed or an equivalent award is not substituted by the successor company or a parent or subsidiary of the successor company; or (2) the surviving or successor company terminates the executive’s employment or service without “cause” (as such term is defined by the Talent Development and Compensation Committee) within 24 months following the change in control.

Taking into account the terms of each current NEO’s change-in-control agreement in force on August 31, 2025 and each current NEO’s award agreements for restricted stock units and Performance Shares outstanding and unvested as of August 31, 2025, the following table provides the estimated payments upon a change in control for the NEOs as if their employment had been terminated in a qualified termination on August 31, 2025. We have assumed, solely for the purposes of this presentation, that there will be no reduction of these payments pursuant to the provision of the agreements providing for a reduction in connection with the application of Internal Revenue Code Section 280G if such a reduction would enable the executive to benefit financially on an after-tax basis.

Name			Base Salary ($)			Annual Bonus(1) ($)			Stock Awards(2) ($)			Benefits(3) ($)			Total ($)
Paul E. Sternlieb			2,825,550			2,691,000			11,059,801			—			16,576,351
Darren M. Kozik			970,000			630,500			829,695			45,075			2,475,270
Eric T. Chack			913,500			502,425			502,533			45,075			1,963,534
Benjamin J. Topercer			840,000			462,000			842,481			45,075			2,189,557
Noah N. Popp			700,000			350,000			—			45,075			1,095,075

(1)
Actual payout will be based on the highest annual bonus target or highest annual paid bonus paid during the previous three years, multiplied by two.

(2)
Represents market value of unvested restricted stock units and unvested Performance Shares (at the target level of performance) based on the closing price on the NYSE of the Company’s Class A common stock on August 29, 2025, the last trading day of the fiscal year ended August 31, 2025 ($42.34).

(3)
Represents estimated costs to provide the welfare benefits and perquisites provided to the current NEOs as described on page 39.

Estimated payments owed to the current NEOs upon a change in control, absent a qualified termination or the successor company not assuming their equity award agreements, and assuming that the Talent Development and Compensation Committee determined to vest all unvested restricted stock units and unvested Performance Shares in connection with the change in control, would be as follows: Mr. Sternlieb: $7,648,763 and Mr. Topercer: $508,080, which amounts comprise the market value on August 29, 2025, the last trading day of the fiscal year ended August 31, 2025, of their unvested restricted stock units and unvested Performance Shares granted prior to fiscal 2025. Mr. Kozik, Mr. Chack and Mr. Popp would not receive any payments upon a change in control absent a qualified termination or the successor company not assuming their equity award agreements.

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median-compensated employee and the Annual Total Compensation of Mr. Sternlieb, who served as our CEO throughout fiscal 2025. For our fiscal 2025:

• the Annual Total Compensation of our median-compensated employee was $44,425; and

• the Annual Total Compensation of Mr. Sternlieb, who served as our CEO throughout fiscal 2025, was $6,548,272.

Accordingly, the ratio of the CEO’s Annual Total Compensation to the median-compensated employee’s Annual Total Compensation for fiscal 2025 was 147 to 1.

The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

40

TABLE OF CONTENTS

SEC rules require a company to identify the median-compensated employee only once every three fiscal years, absent material changes to the employee population during that period. Because there were no such material changes in our employee population since we undertook to identify the median-compensated employee for determination of the ratio for fiscal 2023, we elected to use the same employee for calculating the fiscal 2025 ratio. In identifying the median-compensated employee for fiscal 2023, we used base salary as our consistently applied compensation measure to determine our median employee from our employee population, excluding our CEO, as of August 31, 2023. For hourly employees, the annual base salary was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized base salaries for employees who were employed as of August 31, 2023 but were not employed for the full fiscal year. For our non-U.S. employees, we used the foreign exchange rates applicable at August 31, 2023 to convert their base salary into U.S. dollars.

41

TABLE OF CONTENTS

PAY VERSUS PERFORMANCE

An SEC rule adopted in 2022 requires that we include in the proxy statement disclosure of the relationship between executive compensation and our financial performance over the past three fiscal years, with future annual meeting proxy statements expanding the period by an additional year until the period addressed by the disclosure is five years. As specified by the SEC rule, the following table presents for each of the past five fiscal years:

• the total compensation of each individual serving as principal executive officer (“PEO”) of the Company, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table, appearing on page 31, with separate columns for each individual who served as PEO during this period (Randal W. Baker, identified as First PEO in the table and elsewhere in this section of the proxy statement, served as Enerpac’s principal executive officer until October 8, 2021, and Mr. Sternlieb, identified as Second PEO in the table and elsewhere in this section of the proxy statement, has served as our principal executive officer since then);

• the amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for each PEO, with footnotes describing and quantifying the adjustments from Total compensation as reported in accordance with the presentation of such amounts required for the Summary Compensation Table to derive Compensation Actually Paid;

• the average total compensation, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table, of the individuals, other than the PEO, listed as named executive officers in our proxy statement for the annual meeting held in the year following each such year (the “Non-PEO NEOs”), with a footnote to the table identifying the individuals comprising the Non-PEO NEOs in each year;

• the average amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for the Non-PEO NEOs, with footnotes describing and quantifying the adjustments from Total compensation as reported in accordance with the presentation of such amounts required for the Summary Compensation Table to derive such average Compensation Actually Paid;

• Enerpac’s cumulative total shareholder return (“TSR”) for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the year presented in the table (for example, for fiscal 2024, the period from August 31, 2020 through August 31, 2024), assuming the investment of $100 in Enerpac common stock on the first day of such period;

• the cumulative TSR for each such period of the peer group of companies identified in a footnote to the table calculated on the same basis as Enerpac’s TSR, but assuming an investment on the first day of such period of $100 in the common stock of such companies, allocated among such companies based on their respective market capitalization at August 31, 2020;

• the net income of Enerpac and its subsidiaries on a consolidated basis as presented in our consolidated statement of operations included in the accompanying annual report; and

• Adjusted EBITDA, a measure selected by us for presentation in this table as the most important financial performance measure linking Compensation Actually Paid to the NEOs for the most recent fiscal year to company performance.

The table presents Compensation Actually Paid in accordance with the requirements of the SEC rule. As identified in the footnotes to the table, the determination of Compensation Actually Paid includes adjustments to reflect, among other things, period-to-period changes in the value of unvested equity awards and the Performance Share Awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by the PEOs or the Non-PEO NEOs, in the period reported in the table. The amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied and the value of our common stock on the date such awards vest.

																					Value of Initial Fixed $100 Investment Based on:
Fiscal Year			Summary Compensation Table Total for First PEO(1) ($)			Summary Compensation Table Total for Second PEO(2) ($)			Compensation Actually Paid to First PEO(3) ($)			Compensation Actually Paid to Second PEO(3) ($)			Average Summary Compensation Table Total for Non-PEO NEOs(4) ($)			Average Compensation Actually Paid to Non-PEO NEOs(3) ($)			Total Shareholder Return(5) ($)			Peer Group Total Shareholder Return(6) ($)			Net Income(7) (h)			Adjusted EBITDA(8) (i)
(a)			(b)			(b)			(c)			(c)			(d)			(e)			(f)			(g)			($ in thousands)
2025			N/A			6,548,272			N/A			6,103,350			1,178,700			1,101,350			205.08			236.27			92,749			153,595
2024			N/A			6,043,435			N/A			14,472,158			749,384			977,061			199.74			205.11			85,749			147,486
2023			N/A			9,608,506			N/A			11,699,671			1,171,205			1,405,400			126.71			162.50			46,561			136,343
2022			525,459			6,913,269			(52,920)			6,687,110			1,181,201			1,041,667			93.64			134.30			15,686			82,828
2021			4,481,386			N/A			5,931,625			N/A			1,141,200			1,376,759			121.22			144.79			38,077			74,692

(1)
Randal W. Baker served as President and Chief Executive Officer during all of fiscal 2021 and in fiscal 2022 until October 8, 2021 and is identified as First PEO in the table. The negative amount of Compensation Actually Paid reported for fiscal 2022 reflects a decline in the value of outstanding equity awards in that fiscal year and the forfeiture of certain awards in that year as a result of his departure.

(2)
Paul E. Sternlieb has served as Chief Executive Officer since October 8, 2021 and is identified as Second PEO in the table.

42

TABLE OF CONTENTS

(3)
“Compensation Actually Paid” to our Named Executive Officers represents the “Total” compensation reported in the Summary Compensation Table for fiscal 2025, as adjusted per SEC rules as follows:

	Adjustments			For Fiscal 2025
				Second PEO			Average Non-PEO NEOs
				($)			($)
	Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table			(4,520,634)			(436,532)
	Increase based on ASC 718 Fair Value of Awards Granted during Fiscal Year that Remain Unvested as of Fiscal Year End, Determined as of Fiscal Year End			3,589,814			297,957
	Increase based on ASC 718 Fair Value of Awards Granted during the Fiscal Year that Vested during the Fiscal Year, determined as of Vesting Date			—			34,009
	Increase/deduction for Awards Granted during Prior Fiscal Year that were Outstanding and Unvested as of Fiscal Year End, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Fiscal Year End			245,840			(13,958)
	Increase/deduction for Awards Granted during Prior Fiscal Year that Vested During Fiscal Year, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date			230,621			40,735
	Deduction of ASC 718 Fair Value of Awards Granted during Prior Fiscal Year that were Forfeited during the Fiscal Year, determined as of Prior Fiscal Year End			—			—
	Increase Based on Dividends or Other Earnings Paid during the Fiscal Year prior to Vesting Date			9,436			439
	Increase Based on Incremental Fair Value of Options/SARs Modified During Fiscal Year			—			—
	Deduction for Change in the Actuarial Present Values Reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Fiscal Year			—			—
	TOTAL ADJUSTMENTS			(444,922)			(77,350)

(4)
This amount is the average of the total compensation, as calculated in accordance with the presentation of Total compensation in the Summary Compensation Table appearing on page 31, of the Non-PEO NEOs in each year. The following table lists the individuals who comprise the Non-PEO NEOs in each of the covered years:

Fiscal 2025

Fiscal 2024

Fiscal 2023

Fiscal 2022

Fiscal 2021

Darren M. Kozik

P. Shannon Burns

Anthony P. Colucci

Anthony P. Colucci

Rick T. Dillon

Eric T. Chack

Benjamin J. Topercer

Benjamin J. Topercer

Benjamin J. Topercer

John Jeffrey Schmaling

Benjamin J. Topercer

James P. Denis

James P. Denis

Rick T. Dillon

Fabrizio Rasetti

Noah N. Popp

Eric T. Chack

Markus Limberger

John Jeffrey Schmaling

Barbara G. Bolens

P. Shannon Burns

Anthony P. Colucci

Barbara G. Bolens

Barbara G. Bolens

James P. Denis

Scott M. Vuchetich

Bryan R. Johnson

Fabrizio Rasetti

(5)
Represents the company’s TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes the reinvestment of dividends paid on our common stock during the relevant period.

(6)
Represents the TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes dividends paid during the relevant period, of the common stock of the companies included in the S&P SmallCap 600 Industrials index.

(7)
Represents net income of Enerpac and its subsidiaries on a consolidated basis, which includes the results of discontinued operations in each of the periods presented.

(8)
The Company selected measure is adjusted EBITDA, which is a measure used in the annual cash incentive plan. Adjusted EBITDA is the Company’s earnings before interest, income tax, depreciation and amortization expenses, adjusted by adding selected expenses that the Talent Development and Compensation Committee believes do not reflect normal operating conditions and subtracting certain selected income items that the Talent Development and Compensation Committee believes do not reflect normal operating conditions. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Talent Development and Compensation Committee that it believes do not reflect normal operating conditions.

Performance measures used to link performance to executive compensation

We have listed below the four performance measures that represent the most important metrics we used to link Compensation Actually Paid to our NEOs for fiscal 2025 to Company performance:

• adjusted EBITDA,

• organic sales growth,

• adjusted EBITDA margin, and

• free cash flow conversion.

43

TABLE OF CONTENTS

These measures are described beginning on page 23 of this proxy statement.

Graphical presentations of the relationship of executive compensation to certain performance measures

The following charts present the relationship for the periods presented in the foregoing table between the Compensation Actually Paid for each of the PEOs and the average Compensation Actually Paid for the Non-PEO NEOs and each of the Company’s TSR, the Company’s peer group TSR, net income and adjusted EBITDA.

Relationship of Executive Compensation Actually Paid to TSR

Relationship of Executive Compensation Actually Paid to Net Income

44

TABLE OF CONTENTS

Relationship of Executive Compensation Actually Paid to Adjusted EBITDA

45

TABLE OF CONTENTS

NON-EMPLOYEE DIRECTOR COMPENSATION

In fiscal 2025, directors who are not employees of the Company were paid an annual cash retainer of $70,000 for serving on the Board of Directors. Directors are also reimbursed for expenses incurred in connection with attendance at meetings. Directors were paid the following additional cash fees for serving on committees:

Committee			Member Fee			Additional Chair Fee
Audit			$15,000			$15,000
Talent Development and Compensation			10,000			12,000
Governance and Sustainability			10,000			10,000

The directors are not paid “per meeting” fees associated with their services as Company directors. The Company and the Board believe management access to the Board, outside of regular meeting dates, should occur on an as-needed basis, without concern for the fees associated with such access. The annual retainer and fee are paid in one installment shortly following the commencement of a director’s term. Directors elected by the Board between annual meetings are paid a pro rata amount of the annual fee based on the period of their service.

Equity compensation for the Board in fiscal 2025 was in the form of restricted stock units. Non-employee directors annually receive restricted stock units having a value upon grant of approximately $120,000, with the Chair receiving additional restricted stock units having a grant date value of approximately $100,000 for the additional services required of the position.

For their service commencing with the annual meeting of shareholders held in January 2024, each then-current non-employee director was granted 3,785 restricted stock units, except for the Chair, who received 6,940 restricted stock units. For their service commencing with the annual meeting of shareholders held in February 2025, each then-current non-employee director was granted 2,624 restricted stock units, except for the Chair, who received 4,811 restricted stock units. In each case, these awards of restricted stock units vest 50 weeks after their grant dates. The non-employee directors who served on the Board during fiscal 2025 received a combination of cash payments and equity-based compensation as shown in the table below and were also reimbursed for actual out-of-pocket expenses incurred in attending meetings.

Name			Annual Retainer ($)			Committee Fees ($)			Chair Fee ($)			Stock Awards ($)(1)			Total ($)			Outstanding Stock Options at Fiscal Year End (#)			Non-vested Restricted Stock at Fiscal Year End (#)
Alfredo Altavilla			70,000			25,000			—			120,000			215,000			—			2,624
Judy L. Altmaier			70,000			25,000			—			120,000			215,000			—			2,624
J. Palmer Clarkson			70,000			20,000			—			120,000			210,000			—			2,624
Danny L. Cunningham			70,000			25,000			15,000			120,000			230,000			2,930			2,624
E. James Ferland, Jr.			70,000			10,000			10,000			220,000			310,000			2,930			4,811
Colleen M. Healy			70,000			25,000			—			120,000			215,000			—			2,624
Richard D. Holder			70,000			25,000			12,000			120,000			227,000			—			2,624
Lynn C. Minella			70,000			20,000			—			120,000			210,000			—			2,624
Sidney S. Simmons			70,000			25,000			—			120,000			215,000			—			2,624

(1)
Amounts represent the aggregate grant date fair value. The amounts do not correspond to the actual value that may be realized by non-employee directors, as that is dependent on the long-term appreciation in the Company’s common stock.

Similar to the NEOs, directors have stock ownership guidelines to drive long-term performance alignment with shareholders. Under the guidelines, each non-employee director is expected to own Company common stock with a total value equal to five times their base cash annual retainer (or an aggregate $350,000). The compliance period to achieve the ownership requirement is three years from the date of joining the board. As of August 31, 2025, all directors either have met the target ownership level, or are within the three-year compliance period. Under the Outside Directors’ Deferred Compensation Plan, non-employee directors can defer all or a portion of their annual retainer, committee fees and vested restricted stock units for future payment on a specified date or when they leave the Board. Compensation deferred under the plan are represented by phantom stock units, which are settled in Class A common stock, generally following the director’s termination of service. A number of shares, based on the amount of compensation deferred, is contributed by the Company to a rabbi trust. During fiscal 2025, Mr. Holder, Ms. Minella and Ms. Altmaier participated in the Outside Directors’ Deferred Compensation Plan.

46

TABLE OF CONTENTS

OTHER INFORMATION

DELINQUENT SECTION 16(a) REPORTS

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the Company’s directors, officers and persons who beneficially own 10% or more of the common stock are required to file reports specifying their initial ownership of common stock and subsequent changes in that ownership to the SEC. These reports are required to be filed within specified time periods established by the SEC. Based solely on our review of reports filed with the SEC, we believe that no director, officer, or 10% shareholder failed to timely file any report required by Section 16(a) to have been filed during fiscal 2025, other than a late Form 3 filed by Mr. Popp.

INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young LLP, an independent registered public accounting firm, performed an audit of our consolidated financial statements for the fiscal years ended August 31, 2025 and 2024 and the effectiveness of our internal control over financial reporting as of August 31, 2025 and 2024. Aggregate fees for professional services rendered for the Company by Ernst & Young LLP for the past two fiscal years were as follows:

			Fiscal Year Ended August 31, 2025			Fiscal Year Ended August 31, 2024
Audit Fees			$1,509,240			$1,230,000
Audit-Related Fees			—			—
Tax Compliance Fees			46,655			32,328
Tax Consulting Fees			228,866			316,475
All Other Fees			—			—
			$1,784,761			$1,578,803

Audit Fees were for professional services rendered for the audit of the Company’s annual financial statements and related audit of the Company’s internal control over financial reporting, the review of quarterly financial statements and the preparation of statutory and regulatory filings. Tax Compliance Fees include professional services related to annual tax compliance including foreign tax return preparation and transfer pricing studies, while Tax Consulting Fees include professional services related to tax planning, tax reform and tax advisory services. In addition to the fees above, the Company also reimbursed Ernst & Young for out-of-pocket expenses, which were less than $100,000 in fiscal 2025 and fiscal 2024.

The Audit Committee considered the compatibility of the respective non-audit services provided by Ernst & Young LLP to Ernst & Young LLP’s independence and concluded that the independence of Ernst & Young LLP was not compromised by the performance of such services.

The Audit Committee has adopted policies and procedures for the pre-approval of any services performed by the independent auditor to ensure that such services do not impair the auditor’s independence. All audit fees require specific approval by the Audit Committee prior to the work commencing. In addition, pursuant to the Audit Committee’s policy, certain other proposed services for which the independent auditor would charge $50,000 or more in fees require specific approval by the Audit Committee prior to the work commencing. Under its policies, the Audit Committee may pre-approve non-audit services by category, defining the scope of services, with fees less than $50,000 and delegate to management the authority to approve individual projects within the pre-approved category, with management reporting to the Audit Committee each quarter any approvals made by it under that delegated authority in the quarter.

SHAREHOLDER PROPOSALS

Shareholder proposals must be received by the Company no later than August 24, 2026 in order to be considered for inclusion in the Company’s annual meeting proxy statement next year. Shareholders who wish to submit a proposal not intended to be included in the Company’s annual meeting proxy statement but to be presented at next year’s annual meeting, or who propose to nominate a candidate for election as a director at that meeting, are required by the Company’s bylaws to provide notice of such proposal or nomination to the principal executive offices of the Company. This notice must be received by the Company no later than the close of business on November 6, 2026 nor earlier than the close of business on October 7, 2026 for such proposal to be considered for a vote, or such candidate to be nominated for election as director, at next year’s annual meeting. Any such notice must contain the information required by the Company’s bylaws.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that shareholders who share the same address may not receive separate copies of proxy materials, unless we have received instructions to the contrary. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of the proxy materials, or if you are receiving multiple copies of the proxy materials and wish to receive only one,

47

TABLE OF CONTENTS

please notify your bank, broker or other nominee if your shares are held in an account through a bank, broker or other nominee record holder or us if you directly hold your shares. We will promptly deliver an additional copy of the proxy materials to you, without charge, if you write to our Executive Vice President and Chief Financial Officer, Enerpac Tool Group Corp., 648 N. Plankinton Ave., 4th Floor, Milwaukee, Wisconsin 53203 or call us at (262) 293-1500.

FORWARD-LOOKING STATEMENTS

Certain of the above statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to inherent risks and uncertainties that may cause actual results or events to differ materially from those contemplated by such forward-looking statements. The terms “may,” “should,” “could,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “objective,” “plan,” “project” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to inherent risks and uncertainties that may cause actual results or events to differ materially from those contemplated by such forward-looking statements. In addition to the assumptions and other factors referred to specifically in connection with such statements, risks and uncertainties that may cause actual results or events to differ materially from those contemplated by such forward-looking statements include, without limitation, general economic uncertainty; market conditions in the industrial, oil & gas, energy, power generation, infrastructure, commercial construction, truck and automotive industries; supply chain risks, including disruptions in deliveries from suppliers due to political tensions and armed conflicts; impacts from the imposition, or threat of imposition, of tariffs and other trade restrictions; the impact of geopolitical activity, including the invasion of Ukraine by Russia and international sanctions imposed in response thereto, as well as armed conflicts involving the Middle East, including the impact on shipping in the Red Sea; the ability of the Company to achieve its plans or objectives related to its growth strategy; market acceptance of existing and new products; market acceptance of price increases; successful integration of acquisitions; the impact of dispositions and restructurings; the ability of the Company to continue to achieve or maintain operational improvements related to the ASCEND program and other restructuring actions; operating margin risk due to competitive pricing and operating efficiencies; risks related to reliance on independent agents and distributors for the distribution and service of products; material, labor or overhead cost increases; tax law changes; foreign currency risk; interest rate risk; commodity risk; litigation matters; cybersecurity risks; impairment of goodwill or other intangible assets; the Company’s ability to access capital markets and other risks and uncertainties that may be referred to or noted in the Company’s reports filed with the Securities and Exchange Commission from time to time, including those described under “Item 1A. Risk Factors” of the Annual Report. We disclaim any obligation, except to the extent required by applicable law, to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

ADDITIONAL MATTERS

Other than the proposals and matters described herein, management is not aware of any other matters that will be presented for action at the Meeting. If other matters do come before the Meeting, including any matter as to which the Company did not receive notice by November 8, 2025 and any shareholder proposal omitted from this Proxy Statement pursuant to the applicable rules of the Securities and Exchange Commission, it is intended that proxies will be voted in accordance with the judgment of the person or persons exercising the authority conferred thereby.

By Order of the Board of Directors,

E. JAMES FERLAND

Chair of the Board

Milwaukee, Wisconsin

December 22, 2025

Please know that your vote is very important to us, and we encourage you to vote promptly. Whether or not you expect to attend the Meeting by means of remote communication, please vote via the Internet or telephone, or by paper proxy card or vote instruction form, which you should complete, sign and return by mail, so that your shares may be voted.

The Annual Report, which includes of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025 (without exhibits), as filed with the SEC, has been made available with this Proxy Statement. Additional copies of the Annual Report are available, free of charge, upon written request directed to our Executive Vice President and Chief Financial Officer, Enerpac Tool Group Corp., 648 N. Plankinton Ave., 4th Floor, Milwaukee, Wisconsin 53203 or by calling us at (262) 293-1500.

48

TABLE OF CONTENTS

TABLE OF CONTENTS

DEF 14A 0000006955 false 0000006955 2024-09-01 2025-08-31 0000006955 epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 epac:PaulESternliebMember 2023-09-01 2024-08-31 0000006955 2023-09-01 2024-08-31 0000006955 epac:PaulESternliebMember 2022-09-01 2023-08-31 0000006955 2022-09-01 2023-08-31 0000006955 epac:RandalWBakerMember 2021-09-01 2022-08-31 0000006955 epac:PaulESternliebMember 2021-09-01 2022-08-31 0000006955 2021-09-01 2022-08-31 0000006955 epac:RandalWBakerMember 2020-09-01 2021-08-31 0000006955 2020-09-01 2021-08-31 0000006955 2021-09-01 2021-10-08 0000006955 2021-10-09 2022-08-31 0000006955 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 epac:IncreaseBasedOnIncrementalFairValueOfOptionsSARsMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 epac:IncreaseBasedOnIncrementalFairValueOfOptionsSARsMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 ecd:AggtChngPnsnValInSummryCompstnTblForAplblYrMember ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:AggtChngPnsnValInSummryCompstnTblForAplblYrMember ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 ecd:PeoMember epac:PaulESternliebMember 2024-09-01 2025-08-31 0000006955 ecd:NonPeoNeoMember 2024-09-01 2025-08-31 0000006955 1 2024-09-01 2025-08-31 0000006955 2 2024-09-01 2025-08-31 0000006955 3 2024-09-01 2025-08-31 0000006955 4 2024-09-01 2025-08-31 iso4217:USD

FAQ

What is Enerpac Tool Group (EPAC) asking shareholders to vote on in this proxy?

Shareholders are being asked to vote on three main items: (1) the election of eight directors for one-year terms, (2) ratification of Ernst & Young LLP as independent auditors for the fiscal year ending August 31, 2026, and (3) an advisory vote to approve the compensation of Enerpac’s named executive officers as described in the proxy statement.

When and how will Enerpac Tool Group (EPAC) hold its 2026 annual shareholder meeting?

The annual meeting will be held February 4, 2026 at 2:00 p.m. Central Time, solely by means of remote communication at www.virtualshareholdermeeting.com/EPAC2026. Shareholders can attend, vote and ask questions online, using the 16‑digit control number on their proxy card or voting instruction form.

Who is entitled to vote at Enerpac Tool Group’s 2026 annual meeting and how many shares are outstanding?

The record date is December 1, 2025. As of that date, there were 52,773,605 shares of Enerpac’s Class A common stock outstanding, with each share entitled to one vote on all matters at the meeting.

How is executive compensation structured for Enerpac Tool Group’s named executive officers?

Executive pay includes base salary, an annual cash bonus, and long-term equity awards in the form of restricted stock units and performance shares. Annual bonuses are based on organic sales growth, adjusted EBITDA, adjusted EBITDA margin, and free cash flow conversion, while long-term awards use metrics such as return on invested capital, relative total shareholder return and adjusted earnings per share.

What were Enerpac’s fiscal 2025 incentive compensation outcomes for executives?

For fiscal 2025, the annual bonus for the named executive officers, other than two former officers, paid at 100.7% of target, reflecting performance across organic sales growth, adjusted EBITDA, margin and free cash flow conversion. Long‑term performance share awards for the three-year period ended August 31, 2025 paid at 186% of target, driven by 23% return on invested capital, strong relative total shareholder return at the 73rd percentile, and adjusted earnings per share results above or between target and maximum levels.

How did shareholders previously vote on Enerpac Tool Group’s executive compensation (say-on-pay)?

At the annual meeting held in February 2025, approximately 97% of the Enerpac common stock that voted either for or against the advisory proposal approved the compensation of the named executive officers as disclosed in that year’s proxy statement.

What are some key corporate governance and oversight practices at Enerpac Tool Group?

Enerpac’s board is largely independent, has a separate non‑executive Chair and CEO, and operates three standing committees: Audit, Governance and Sustainability, and Talent Development and Compensation. The board oversees strategy, capital allocation, risk management, cybersecurity, environmental sustainability and human capital. The company has Corporate Governance Guidelines, a Code of Conduct, a Code of Financial Ethics and a Supplier Code of Conduct, all reviewed regularly by board committees.