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EnerSys

For the period ended Aug 6, 2026. Filed Jul 2, 2026.

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Aug 6, 2026 · Filed Jul 2, 2026

ENS$147.02+3.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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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 §240.14a-12

ENERSYS

(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

A MESSAGE FROM OURINDEPENDENTNON-EXECUTIVE CHAIR OF THE BOARD

AND OURCHIEF EXECUTIVE OFFICER

Dear Fellow Stockholders:

A year ago, we wrote to you at an important moment of transition for EnerSys. We appointed a new President and Chief Executive Officer, and our Board was confident that his experience across our businesses, regions, and end markets would help move EnerSys into its next chapter.

Fiscal year 2026 was about turning that transition into action. This year, EnerSys delivered record full-year net sales and record adjusted diluted earnings per share, both with and excluding Internal Revenue Code Section 45X benefits. That result says something important about the business we are building. Not every part of our business had the wind at its back. The forklift market, one of our core end markets and an important part of our future, faced a pullback in demand, and transportation remained soft. In prior cycles, that kind of pressure could have weighed more heavily on the entire company. Our earnings profile and strength of our entire business is broader. Our end markets are more diversified and our team is operating with greater discipline.

Strength in data center, communications, and aerospace and defense, together with favorable price and mix, tighter operating expense discipline, realignment savings, and a continued shift toward higher-value solutions, helped carry the year. The lesson is not that the forklift market matters less. It is that EnerSys is stronger when no single market has to do all the work. That is what progress looks like, a more resilient company executing with focus.

It was a consequential year for EnerSys. We navigated uneven demand, tariff and public policy uncertainty, inflationary pressure, and changing customer behavior across several markets. We also made real progress simplifying how we operate, strengthening accountability, sharpening our focus on customers, and improving the speed of execution across the company.

The result, on top of record sales and earnings, was a year of strong cash generation, and significant capital returned to stockholders. We are proud of those results, but we are not treating them as a finish line. The credit belongs to our employees around the world, whose discipline and talent helped us move forward in a demanding environment.

Growing Profitability, Cash Flow and Portfolio Durability

(Dollar amounts in Millions) Except per Share AmountsFY’26FY’25YOYFY’26 Adj(4)FY’25 Adj(4)YOY Adj(4)
Sales$ 3,751.4$ 3,617.63.7%
Operating Earnings(1)$ 426.4$ 464.7(8.2%)$ 540.2$ 528.12.3%
EBITDA(1)(3)$ 511.5$ 558.6(8.4%)$ 601.6$ 588.62.2%
Diluted EPS(2)$ 7.70$ 8.99(14.3%)$ 10.56$ 10.154.0%
(1)Includes IRC 45X benefits of $158.6M in fiscal year 2026, and $184.6M in fiscal year 2025.
(2)Includes IRC 45X benefits of $4.16 in fiscal year 2026, and $4.56 in fiscal year 2025.
(3)EBITDA is a non-GAAP financial metric. Net Earnings are adjusted for GAAP depreciation, amortization, interest and income taxes to arrive at EBITDA, which was $558.6 in FY’25 and $511.5 in FY’26.
(4)Adjusted operating earnings, EBITDA, adjusted diluted earnings per share, adjusted diluted earnings per share excluding IRC 45X benefits, free cash flow and net leverage ratio are non-GAAP financial metrics. Please refer to “Management’s Discussion and Analysis” in our Annual Report on Form 10-K attached to this letter for additional information and to a reconciliation of the non-GAAP measures to the comparable GAAP measure contained in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on May 20, 2026.

In addition, adjusted diluted EPS excluding IRC 45X benefits(3) increased 15% to $6.41, and operating cash flow was $548 million. We returned $408 million to stockholders through share repurchases and dividends, while ending the year with a net leverage ratio of approximately 1.1x EBITDA.

Realignment savings, operating expense discipline, and a continued shift toward higher-value solutions also contributed to the quality and consistency of our earnings. At the same time, the work ahead is clear. Cost discipline matters, but long-term value creation also requires profitable growth. As we move into fiscal year 2027, our focus is on addingtop-line momentum to the operating discipline we strengthened this year.

Building a Stronger EnerSys

During fiscal year 2026, we launched EnerGize, our strategic framework to transform and grow.

This work is already changing how EnerSys operates. We reduced management layers, moved decisions closer to those doing the work, and implemented Centers of Excellence to deepen capability across our core technologies. Those changes were made to reduce costs and, more importantly, improve speed, accountability, and customer impact.

We saw that impact in practical ways throughout the year. Cross-functional teams moved faster to develop customer-specific solutions. Engineering and supply chain teams worked together to qualify alternate components and strengthen design flexibility. Our Centers of Excellence improved how we respond to tariff volatility and supply chain disruption, including greater flexibility around semiconductors, electronics, and other critical components. That flexibility is critical in a world where public policy, sourcing risk, and customer demand can shift quickly.

We also took steps to improve our cost structure and optimize our manufacturing footprint. These were not easy decisions, and we recognize the impact change can have on employees and communities. We approached these actions with respect and with a clear purpose: to strengthen EnerSys for the future, improve our competitiveness, and focus our resources where we have the greatest opportunity to create value.

Our team took out approximately $80 million of annualized costs, with meaningful savings realized in the second half of the fiscal year. We also rationalized our footprint and announced the closures of our Monterrey and Tijuana plants resulting in annualpre-tax benefits of approximately $19 million beginning in fiscal year 2027 and approximately $20 million beginning in fiscal year 2028 respectively. Just as important, we are building a stronger operating rhythm. Teams are moving with more clarity. Leaders are challenging each other. And our investments are increasingly focused on the highest-return opportunities for customers and stockholders.

Innovation That Starts with the Customer

Our customers are facing two challenges that continue to shape demand across our end markets: energy security and labor scarcity.

Energy security is no longer only about backup power when the grid fails. It is about helping customers manage rising energy costs, growing power needs, and operational continuity as demand increases on a limited grid. The growth of AI and data centers makes this clear. Global electricity demand from data centers is expected to more than double by 2030, and in the U.S., large computing facilities are becoming a major driver of electricity demand growth.

Labor scarcity is equally important. Customers need solutions that reduce maintenance burden, improve automation, and allow their people to focus on higher-value work. They are asking for smarter systems, better energy management, more data, and solution providers who understand their operations.

EnerSys is well positioned because we are already trusted in many of these environments. Across data centers, communications networks, warehouses, transportation fleets, and aerospace and defense applications, our products are installed in infrastructure where reliability, quality, and performance are critical for daily operations. That installed base is a competitive advantage, but it is not something we take for granted. We have to keep earning the next opportunity.

That is why we are expanding our technology stack around the needs of customers we know well. Batteries, power electronics, software and services remain core to who we are, and we are strengthening that foundation and building into energy management. In many cases, customers are asking us to help solve broader power challenges because they already trust our technology and our service model.

This year, we advanced our new product pipeline in ways that show how our strategy is moving from concept to customer impact. We are preparing next-generation lithium solutions for forklift fleets, a near-term evolution of our existing lithium platform that supports the continued shift toward maintenance-free, more connected, and more efficient warehouse operations. We also advanced battery energy storage systems for warehouse operators and a lithium data center solution, both of which entered customer trials in the fourth quarter. These are examples ofcustomer-led innovation. Together, these products show the breadth of our opportunity: strengthening core markets we know well today while building the systems, software, and energy management capabilities our customers will need tomorrow.

We also continued to strengthen our rapidly expanding aerospace and defense capabilities leveraging our successful acquisition of Bren-Tronics and Rebel Systems. Our portfolio supports demanding environments where performance, safety, and reliability are essential, from space flight applications to portable power and advanced defense systems. Across these markets, the common thread is trust. Customers count on us when continuity matters, and we do not take that responsibility lightly.

We are also applying AI where it can make work more efficient. That includes manufacturing inspection and quality control, analytics and process improvement in back-office workflows, and product software capabilities that help customers monitor assets, optimize energy use, and improve uptime. We are still early, but the direction is clear: AI will be part of how we improve our operations and how we deliver smarter solutions for customers.

Our position as a trusted incumbent is a competitive advantage. When customers are trying to manage rising energy costs, aging infrastructure, labor constraints, and new technology choices, they want solutions providers who know their systems, understand their risks, and can move quickly. We believe EnerSys can be that partner.

Board Oversight and Long-Term Value Creation

The Board remained actively engaged throughout the year, with a focus on strategy, capital allocation, leadership, risk oversight, technology, artificial intelligence, cybersecurity, sustainability, talent, and long-term stockholder value. The separation of the Independent Non-Executive Chair and Chief Executive Officer roles continues to support strong governance and clear oversight.

The Board supported management through a year of significant action: a new President and Chief Executive Officer, the launch of EnerGize, continued portfolio evolution, disciplined capital returns, and decisions to improve operating efficiency. The Board also engaged with management regarding using AI across the business, including opportunities to improve manufacturing quality, accelerate workflows, strengthen decision-making, and support future product software capabilities that will shape the company’s next phase.

The intent is straightforward: to ensure our leadership team remains focused on performance, disciplined capital allocation, and long-term value creation for stockholders.

We believe EnerSys is strongest when governance and execution work together: management moving with urgency, and the Board providing perspective, challenge, and oversight.

Looking Ahead

As we enter fiscal year 2027, we are encouraged by improving demand signals across our end markets, while remaining clear-eyed about ongoing uncertainty. Public policy, tariffs, energy costs, customer investment timing, interest rates, and geopolitical dynamics will continue to affect the environment around us. We cannot control all of those forces. We can control how we execute.

That means staying close to customers, investing in the right technologies, managing costs with discipline, and using our balance sheet thoughtfully. It also means continuing to build a culture where teams work together across functions and geographies, with less friction and more ownership.

The broader industry context reinforces the importance of this work. Shawn’s engagement as a board member of both Battery Council International and EUROBAT gives EnerSys a voice in the policy, supply chain, recycling, technology, and energy security conversations shaping our industry. That perspective helps keep us close to the trends our customers are navigating and reinforces the role EnerSys can play in building more resilient energy systems tied to the future of infrastructure, energy resilience, industrial productivity, and national security.

On June 11, 2026, we hosted Investor Day at the New York Stock Exchange, where we shared more detail on our strategic priorities, technology roadmap, and growth opportunities. We appreciate that discussion and look forward to continuing the dialogue with our stockholders.

Thank you for your trust and continued support. Thank you also to our employees, whose work powers this company every day. Fiscal year 2026 showed what EnerSys can do when we move with focus, discipline, and shared purpose. We are grateful for the progress made, and even more focused on the work ahead.

Sincerely,
Paul J. TufanoShawn M. O’Connell
Independent Non-Executive Chair of the BoardPresident and Chief Executive Officer

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this letter and proxy statement regarding EnerSys’ business, which are not historical facts, are “forward-looking statements” that involves risks and uncertainties. For a discussion of such risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see EnerSys’ filings with the Securities Exchange Commission, including “Item 1A. Risk Factors” in EnerSys’ Annual Report on Form 10-K attached to this letter. These statements speak only as of the date of this letter and proxy statement, even if subsequently made available by EnerSys on its website or otherwise. EnerSys undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this letter and proxy statement.

ANNUAL MEETING INVITATION

Dear Fellow Stockholder:

Our 2026 Annual Meeting will be held virtually on Thursday, August 6, 2026, at 10:00 a.m. (Eastern Time). We have

carefully contemplated the forum in which to conduct the annual meeting and determined that holding a virtual meeting live via webcast creates an inclusive environment that affords all Stockholders the opportunity to attend and participate in the meeting. Stockholders will not be able to attend the Annual Meeting in person.

The Annual Meeting will be accessible online only at www.proxydocs.com/ENS (the “Annual Meeting platform”). We encourage you to access the Annual Meeting platform prior to the start time and allow sufficient time to log into the virtual Annual Meeting and test your computer system. You can do so by entering the control number found on the proxy card or voting instruction form that accompanied your previously distributed proxy materials when requested by the Annual Meeting platform. Upon registering for the Annual Meeting, you will receive an email with additional information related to the virtual meeting. You may vote and ask questions during the Annual Meeting by following the instructions available on the Annual Meeting platform.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting virtually, we urge you to read these proxy materials and cast your vote on the matters that will be presented at the Annual Meeting. Stockholders of record have the option of voting by telephone, through the Internet or by completing, signing, dating, and returning the enclosed proxy card in the envelope provided. Doing so will not prevent you from voting virtually during your attendance at the Annual Meeting.

Thank you for your continued support and interest in EnerSys.

Sincerely,

Paul J. Tufano

Independent Non-Executive Chair of the Board

NOTICE of 2026 ANNUAL MEETING of STOCKHOLDERS

Date and Time:Thursday, August 6, 2026, at 10:00 a.m. (Eastern Time)
Place:www.proxydocs.com/ENS
Items to be voted:∎ elect four (4) Class I director nominees named in this proxy statement; ∎ ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2027; ∎ an advisory vote to approve the compensation of EnerSys’ named executive officers; and ∎ conduct any other business properly brought before the meeting.
Record date:Stockholders of record at the close of business on June 10, 2026, may vote at the meeting and any adjournments or postponements thereof. A list of stockholders will be available at the Annual Meeting.

By Order of the Board of Directors,

Joseph G. Lewis

Chief Legal, Compliance Officer and Secretary

Your vote is important!

Stockholders of record can vote their shares by using the Internet, the telephone, or by attending the meeting virtually and voting in accordance with the website’s instructions. Instructions for voting by using the Internet or the telephone are set forth in the Notice of Internet Availability that has been provided to you. Stockholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the envelope provided, or by attending the meeting and voting virtually.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on August 6, 2026 The Proxy Statement and Annual Report to Stockholders are available at www.enersys.com and at www.proxydocs.com/ENS.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.