EnerSys

During the quarter ended December 29, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended)adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c) of Regulation S-K) except as follows:

On August 26, 2024, David M. Shaffer, President and Chief Executive Officer and member of the board of directors, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "10b5-1 Plan"). Mr. Shaffer’s 10b5-1 Plan provided for the potential sale of up to 20,000 shares of EnerSys common stock, subject to certain conditions. The 10b5-1 Plan was satisfied in its entirety on November 25, 2024.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On and effective as of February 5, 2025, the Board of Directors of EnerSys amended its Fourth Amended and Restated Bylaws (as amended and restated, the “Bylaws”). The amendments to the Bylaws (the "Amendment"), among other things:

•update procedural and disclosure requirements for director nominations, including, among other things, to require a stockholders’ notice to request and include a completed questionnaire and voting commitment agreement;

•clarify the authority of the chair during annual or special meetings of stockholders;

•modify the Bylaws to incorporate the universal proxy requirements of SEC Rule 14a-19; and

•make clarifying changes to the majority voting standard for uncontested director elections.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.2 hereto and is incorporated herein by reference.