EnerSys

For the period ended Dec 28, 2025. Filed Feb 4, 2026.

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 28, 2025 · Filed Feb 4, 2026

ENS$151.63+3.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Retirement Plans

Retirement Plans

The following tables present the components of the Company’s net periodic benefit cost related to its defined benefit pension plans:

United States Plans · International Plans
Quarter ended	Quarter ended
December 28, 2025 · December 29, 2024 · December 28, 2025 · December 29, 2024
Service cost	$—	$—	$270	$233
Interest cost	—	159	688	617
Expected return on plan assets	(10)	(47)	(370)	(353)
Amortization and deferral	—	(27)	158	143
Net periodic benefit cost	$(10)	$85	$746	$640

United States Plans · International Plans
Nine months ended	Nine months ended
December 28, 2025 · December 29, 2024 · December 28, 2025 · December 29, 2024
Service cost	$—	$—	$808	$718
Interest cost	—	491	2,073	1,881
Expected return on plan assets	(30)	(141)	(1,122)	(1,069)
Amortization and deferral	—	(61)	477	437
Net periodic benefit cost	$(30)	$289	$2,236	$1,967

Stock-Based Compensation

As of December 28, 2025, the Company maintains the 2023 Equity Incentive Plan (“2023 EIP”). The 2023 EIP reserved 3,614,500 shares of common stock for the grant of various classes of nonqualified stock options, restricted stock units, market condition-based on total shareholder return (“TSR”) and performance condition-based share units (“PSU”) and other forms of equity-based compensation.

The Company recognized stock-based compensation expense associated with its equity incentive plans of $7,450 for the third quarter of fiscal 2026 and $8,076 for the third quarter of fiscal 2025. Stock-based compensation expense was $29,486 and $20,263 for the nine months of fiscal 2026 and fiscal 2025, respectively. The Company recognizes compensation expense using the straight-line method over the vesting period of the awards.

During the nine months of fiscal 2026, the Company granted to non-employee directors 26,608 restricted stock units, under the deferred compensation plan for non-employee directors. The awards vest immediately upon the date of grant and are settled in shares of common stock.

During the nine months of fiscal 2026, the Company granted to management and other key employees 201,989 non-qualified stock options that vest ratably over three years from the date of the grant and 327,387 restricted stock units that vest ratably over four years from the date of grant.

Common stock activity during the nine months of fiscal 2026 included the exercise of 458,700 stock options and the vesting or release of 252,630 restricted stock units including non-employee director restricted stock units.

As of December 28, 2025, there were 1,012,397 non-qualified stock options,965,390 restricted stock units including non-employee director restricted stock units and 1,151 TSRs outstanding.

Stockholders’ Equity and Noncontrolling Interests

Common Stock

The following demonstrates the change in the number of shares of common stock outstanding during the nine months ended December 28, 2025:

Shares outstanding as of March 31, 2025	39,192,061
Purchase of treasury stock	(3,047,474)
Shares issued under equity-based compensation plans, net of equity awards surrendered for option price and taxes	586,964
Shares outstanding as of December 28, 2025	36,731,551

Treasury Stock

During the nine months ended December 28, 2025, the Company purchased 3,047,474 shares for $303,728 and purchased 1,176,436 shares for $113,928 during the nine months ended December 29, 2024. At December 28, 2025 and March 31, 2025, the Company held 20,682,367 and 17,647,529 shares as treasury stock, respectively. During the nine months ended December 28, 2025, the Company also issued 12,636 shares out of its treasury stock, valued at $62.55 per share to participants under the Company's Employee Stock Purchase Plan. During the nine months ended December 29, 2024, the Company issued 9,132 shares out of its treasury stock, valued at $62.55 per share, to participants under the Company's Employee Stock Purchase Plan.

Accumulated Other Comprehensive Income (“AOCI”)

The components of AOCI, net of tax, as of December 28, 2025 and March 31, 2025, are as follows:

	March 31, 2025	Before Reclassifications	Amounts Reclassified from AOCI	December 28, 2025
Pension funded status adjustment	$(10,374)	$—	$366	$(10,008)
Net unrealized gain (loss) on derivative instruments	(269)	(3,875)	2,518	(1,626)
Foreign currency translation adjustment (1)	(236,836)	38,233	—	(198,603)
Accumulated other comprehensive (loss) income	$(247,479)	$34,358	$2,884	$(210,237)

(1) Foreign currency translation adjustment for the nine months ended December 28, 2025 includes a $40,793 loss (net of taxes of $12,442) related to the Company's $600,000 cross-currency fixed interest rate swap contracts.

The following table presents reclassifications from AOCI during the third quarter ended December 28, 2025:

Components of AOCI	Amounts Reclassified from AOCI	Location of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net unrealized loss on derivative instruments	$567	Cost of goods sold
Tax benefit	(133)
Net unrealized loss on derivative instruments, net of tax	$434
Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments	$(2,972)	Interest expense
Tax expense	695
Net unrealized gain on derivative instruments, net of tax	$(2,277)
Defined benefit pension costs:
Prior service costs and deferrals	$158	Net periodic benefit cost, included in other (income) expense, net - See Note 14
Tax benefit	(36)
Net periodic benefit cost, net of tax	$122

The following table presents reclassifications from AOCI during the nine months ended December 28, 2025:

Components of AOCI	Amounts Reclassified from AOCI	Location of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net unrealized loss on derivative instruments	$3,288	Cost of goods sold
Tax benefit	(770)
Net unrealized loss on derivative instruments, net of tax	$2,518
Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments	$(5,875)	Interest expense
Tax expense	1,375
Net unrealized gain on derivative instruments, net of tax	$(4,500)
Defined benefit pension costs:
Prior service costs and deferrals	$477	Net periodic benefit cost, included in other (income) expense, net - See Note 14
Tax benefit	(111)
Net periodic benefit cost, net of tax	$366

The following table presents reclassifications from AOCI during the third quarter ended December 29, 2024:

Components of AOCI	Amounts Reclassified from AOCI	Location of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net unrealized gain on derivative instruments	$3,020	Cost of goods sold
Tax expense	(706)
Net unrealized gain on derivative instruments, net of tax	$2,314
Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments	$(1,009)	Interest expense
Tax expense	236
Net unrealized gain on derivative instruments, net of tax	$(773)
Defined benefit pension costs:
Prior service costs and deferrals	$116	Net periodic benefit cost, included in other (income) expense, net - See Note 14
Tax benefit	(31)
Net periodic benefit cost, net of tax	$85

The following table presents reclassifications from AOCI during the nine months ended December 29, 2024:

Components of AOCI	Amounts Reclassified from AOCI	Location of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net unrealized gain on derivative instruments	$1,381	Cost of goods sold
Tax expense	(324)
Net unrealized gain on derivative instruments, net of tax	$1,057
Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments	$(1,984)	Interest expense
Tax expense	464
Net unrealized gain on derivative instruments, net of tax	$(1,520)
Defined benefit pension costs:
Prior service costs and deferrals	$376	Net periodic benefit cost, included in other (income) expense, net - See Note 14
Tax benefit	(94)
Net periodic benefit cost, net of tax	$282

The following demonstrates the change in equity attributable to EnerSys stockholders and nonredeemable noncontrolling interests during the third quarter and nine months ended December 28, 2025:

(In Thousands, Except Per Share Data) · PreferredStock · CommonStock · Additional Paid-inCapital · TreasuryStock · RetainedEarnings · AccumulatedOtherComprehensiveIncome (Loss) · TotalEnerSysStockholders’Equity · Non-redeemableNon-ControllingInterests · TotalEquity
Balance at March 31, 2025	$—	$568		$662,725		$(988,936)		$2,489,200		$(247,479)		$1,916,078		$3,410		$1,919,488
Stock-based compensation	—	—		17,601		—		—		—		17,601		—		17,601
Purchase of common stock	—	—		—		(150,034)		—		—		(150,034)		—		(150,034)
Other	—	—		63		266		—		—		329		—		329
Net earnings	—	—		—		—		57,458		—		57,458		—		57,458
Dividends ($0.24 per common share)	—	—		221		—		(9,328)		—		(9,107)		—		(9,107)
Other comprehensive income:								—
Pension funded status adjustment (net of tax benefit of $37)	—	—		—		—		—		123		123		—		123
Net unrealized gain (loss) on derivative instruments (net of tax gain of $142)	—	—		—		—		—		462		462		—		462
Foreign currency translation adjustment	—	—		—		—		—		29,789		29,789		40		29,829
Balance at June 29, 2025	$—	$568		$680,610		$(1,138,704)		$2,537,330		$(217,105)		$1,862,699		$3,450		$1,866,149
Stock-based compensation	—	—		4,435		—		—		—		4,435		—		4,435
Exercise of stock options	—	4		16,944		—		—		—		16,948		—		16,948
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net	—	—		(8,174)		—		—		—		(8,174)		—		(8,174)
Purchase of common stock	—	—		—		(67,750)		—		—		(67,750)		—		(67,750)
Other	—	—		26		249		—		—		275		—		275
Net earnings	—	—		—		—		68,426		—		68,426		—		68,426
Dividends ($0.2625 per common share)	—	—		257		—		(10,067)		—		(9,810)		—		(9,810)
Other comprehensive income:								—
Pension funded status adjustment (net of tax benefit of $37)	—	—		—		—		—		122		122		—		122
Net unrealized gain (loss) on derivative instruments (net of tax of $289)	—	—		—		—		—		(948)		(948)		—		(948)
Foreign currency translation adjustment	—	—		—		—		—		(2,722)		(2,722)		19		(2,703)
Balance at September 28, 2025	$—	$572		$694,098		$(1,206,205)		$2,595,689		$(220,653)		$1,863,501		$3,469		$1,866,970
Stock-based compensation	—	—		7,450		—		—		—		7,450		—		7,450
Exercise of stock options	—		15,084		—		—		—		15,084		—		15,084
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net	—	—		(74)		—		—		—		(74)		—		(74)
Purchase of common stock	—	—		—		(85,944)		—		—		(85,944)		—		(85,944)
Other	—	2		189		206		—		—		397		—		397
Net earnings	—	—		—		—		90,373		—		90,373		—		90,373
Dividends ($0.2625 per common share)	—	—		254		—		(9,902)		—		(9,648)		—		(9,648)
Other comprehensive income:
Pension funded status adjustment (net of tax benefit of $37)	—	—		—		—		—		121		121		—		121
Net unrealized gain (loss) on derivative instruments (net of tax of $265)	—	—		—		—		—		(871)		(871)		—		(871)
Foreign currency translation adjustment	—	—		—		—		—		11,166		11,166		63		11,229
Balance at December 28, 2025	$—	$574		$717,001		$(1,291,943)		$2,676,160		$(210,237)		$1,891,555		$3,532		$1,895,087

The following demonstrates the change in equity attributable to EnerSys stockholders and nonredeemable noncontrolling interests during the third quarter and nine months ended December 29, 2024:

(In Thousands, Except Per Share Data)	PreferredStock	CommonStock	Additional Paid-inCapital	TreasuryStock	RetainedEarnings	AccumulatedOtherComprehensiveIncome (Loss)	TotalEnerSysStockholders’Equity	Non-redeemableNon-ControllingInterests	TotalEquity
Balance at March 31, 2024	$—	$564	$629,879	$(835,827)	$2,163,880	$(204,851)	$1,753,645	$3,427	$1,757,072
Stock-based compensation	—	—	7,062	—	—	—	7,062	—	7,062
Exercise of stock options	—	1	6,963	—	—	—	6,964	—	6,964
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net	—	—	—	—	—	—	—	—	—
Purchase of common stock	—	—	—	(11,641)	—	—	(11,641)	—	(11,641)
Other	—	—	24	185	—	—	209	—	209
Net earnings	—	—	—	—	70,111	—	70,111	—	70,111
Dividends ($0.225 per common share)	—	—	227	—	(9,271)	—	(9,044)	—	(9,044)
Other comprehensive income:					0
Pension funded status adjustment (net of tax benefit of $17)	—	—	—	—	—	110	110	—	110
Net unrealized gain (loss) on derivative instruments (net of tax expense of $1,117)	—	—	—	—	—	3,662	3,662	—	3,662
Foreign currency translation adjustment	—	—	—	—	—	(13,294)	(13,294)	(22)	(13,316)
Balance at June 30, 2024	$—	$565	$644,155	$(847,283)	$2,224,720	$(214,373)	$1,807,784	$3,405	$1,811,189
Stock-based compensation	—	—	5,125	—	—	—	5,125	—	5,125
Exercise of stock options	—	—	479	—	—	—	479	—	479
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net	—	—	(7,934)	—	—	—	(7,934)	—	(7,934)
Shares released under deferred compensation for directors	—	—	2,404	—	—	—	2,404	—	2,404
Purchase of common stock	—	—	—	(63,546)	—	—	(63,546)	—	(63,546)
Other	—	2	(67)	179	—	—	114	—	114
Net earnings	—	—	—	—	82,266	—	82,266	—	82,266
Dividends ($0.24 per common share)	—	—	—	—	(9,555)	—	(9,555)	—	(9,555)
Other comprehensive income:					—
Pension funded status adjustment (net of tax benefit of $32)	—	—	—	—	—	87	87	—	87
Net unrealized gain (loss) on derivative instruments (net of tax of $2,392)	—	—	—	—	—	(7,842)	(7,842)	—	(7,842)
Foreign currency translation adjustment	—	—	—	—	—	28,685	28,685	124	28,809
Balance at September 29, 2024	$—	$567	$644,162	$(910,650)	$2,297,431	$(193,443)	$1,838,067	$3,529	$1,841,596
Stock-based compensation	—	—	8,076	—	—	—	8,076	—	8,076
Exercise of stock options	—	—	196	—	—	—	196	—	196
Shares issued under equity awards (taxes paid related to net share settlement of equity awards), net	—	—	(51)	—	—	—	(51)	—	(51)
Purchase of common stock	—	—	—	(38,741)	—	—	(38,741)	—	(38,741)
Other	—	—	142	224	—	—	366	—	366
Net earnings	—	—	—	—	114,812	—	114,812	—	114,812
Dividends ($0.24 per common share)	—	—	497	—	(9,959)	—	(9,462)	—	(9,462)
Other comprehensive income:					—
Pension funded status adjustment (net of tax benefit of $31)	—	—	—	—	—	85	85	—	85
Net unrealized gain (loss) on derivative instruments (net of tax of $1,102)	—	—	—	—	—	3,616	3,616	—	3,616
Foreign currency translation adjustment	—	—	—	—	—	(72,097)	(72,097)	(138)	(72,235)
Balance at December 29, 2024	$—	$567	$653,022	$(949,167)	$2,402,284	$(261,839)	$1,844,867	$3,391	$1,848,258

Earnings Per Share

The following table sets forth the reconciliation from basic to diluted weighted-average number of common shares outstanding and the calculations of net earnings per common share attributable to EnerSys stockholders.

	Quarter ended		Nine months ended
	December 28, 2025	December 29, 2024	December 28, 2025	December 29, 2024
Net earnings attributable to EnerSys stockholders	$90,373	$114,812	$216,257	$267,189
Weighted-average number of common shares outstanding:
Basic	36,864,078	39,305,035	37,695,560	39,891,376
Dilutive effect of:
Common shares from exercise and lapse of equity awards, net of shares assumed reacquired	796,618	617,878	611,842	699,369
Diluted weighted-average number of common shares outstanding	37,660,696	39,922,913	38,307,402	40,590,745
Basic earnings per common share attributable to EnerSys stockholders	$2.45	$2.92	$5.74	$6.70
Diluted earnings per common share attributable to EnerSys stockholders	$2.40	$2.88	$5.65	$6.58
Anti-dilutive equity awards not included in diluted weighted-average common shares	151,075	593,451	561,025	533,334

Business Segments

The Company's chief operating decision maker, or CODM (the Company's Chief Executive Officer), reviews financial information for purposes of assessing business performance and allocating resources, by focusing on the lines of business on a global basis. The Company identifies the following as itsfour operating segments, based on lines of business:

Energy Systems - uninterruptible power systems, or “UPS” applications for computer and computer-controlled systems, as well as telecommunications systems, switchgear and electrical control systems used in industrial facilities and electric utilities, large-scale energy storage and energy pipelines. Energy Systems also includes highly integrated power solutions and services to broadband, telecom, data center, and industrial customers, as well as thermally managed cabinets and enclosures for electronic equipment and batteries.

Motive Power -power for electric industrial forklifts, automated guided vehicles ("AGVs") other material handling equipment used in manufacturing, and warehousing operations, as well as equipment used in floor care, mining, rail and airport ground support applications.

Specialty - premium starting, lighting and ignition applications in transportation, energy solutions for satellites, spacecraft, commercial aircraft, military, aircraft, submarines, ships, other tactical vehicles, defense applications and portable power solutions for soldiers in the field, as well as medical devices and equipment.

New Ventures - energy storage and management systems for demand charge reduction, utility back-up power, and dynamic fast charging for electric vehicles.

The operating segments of Energy Systems, Motive Power, and Specialty also represent the Company's reportable segments under ASC 280, Segment Reporting. The results of New Ventures include start-up and operating expenses captured within the "Corporate and other" category of operating earnings.

Summarized financial information related to the Company’s reportable segments at December 28, 2025 and December 29, 2024.

	Quarter ended
	December 28, 2025
Energy Systems · Motive Power · Specialty · Corporate and other (3) · Total
Net Sales by segment to unaffiliated customers (1)	$399,528	$352,047	$167,509	$42		$919,126
Less:
Other segment items(4)	$357,397	$299,524	$147,791		$804,712
Segment income	$42,131	$52,523	$19,718		$114,372
Less:
Inventory adjustment relating to exit activities	—	1,183	—		1,183
Restructuring and other exit charges	990	3,099	182		4,271
Amortization of intangible assets	5,828	123	2,401		8,352
Other	1,993	1,167	1,073		4,233
Total operating earnings	$33,320	$46,951	$16,062	$27,911		$124,244
Depreciation	$8,291	$7,246	$5,767	$22		$21,326
Capital Expenditures	$4,576	$3,231	$5,340	$177		$13,324

(3) Corporate and other includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRC 45X production tax credits. Also, included are start-up costs for exploration of a new lithium plant, and start-up operating expenses from the New Ventures operating segment.

	Quarter ended
	December 29, 2024
Energy Systems · Motive Power · Specialty · Corporate and other (3) · Total
Net Sales by segment to unaffiliated customers (1)	$389,219	$358,847	$155,161	$2,925		$906,152
Less:
Other segment items(4)	$363,969	$306,180	$145,605		$815,754
Segment income	$25,250	$52,667	$9,556		$87,473
Less:
Inventory adjustment relating to step up to fair value relating to recent acquisitions	—	—	1,069		1,069
Restructuring and other exit charges	94	1,000	119		1,213
Amortization of intangible assets	5,813	186	2,422		8,421
Other	174	7	1,753		1,934
Total operating earnings	$19,169	$51,474	$4,193	$67,813		$142,649
Depreciation	$6,712	$5,676	$4,804	$7		$17,199
Capital Expenditures	$9,373	$4,593	$8,998	$1,315		$24,279

(3) Corporate and other includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRC 45X production tax credits. Also, included are start-up costs for exploration of a new lithium plant as well as start-up operating expenses from the New Ventures operating segment.

	Nine months ended
	December 28, 2025
Energy Systems · Motive Power · Specialty · Corporate and other (3) · Total
Net Sales by segment to unaffiliated customers (1)	$1,225,541	$1,060,866	$472,892	$4,137		$2,763,436
Less:
Other segment items(4)	$1,122,495	$913,719	$429,026		$2,465,240
Segment income	$103,046	$147,147	$43,866		$294,059
Less:
Inventory adjustment relating to exit activities	—	1,183	—		1,183
Restructuring and other exit charges	11,306	17,237	2,548		31,091
Amortization of intangible assets	17,507	366	7,195		25,068
Accelerated stock compensation expense	5,374	3,367	1,457		10,198
Other	7,229	3,996	4,378		15,603
Total operating earnings	$61,630	$120,998	$28,288	$91,840		$302,756
Depreciation	$23,194	$20,206	$16,023	$75		$59,498
Capital Expenditures	$26,313	$16,412	$22,515	$2,006		$67,246

	Nine months ended
	December 29, 2024
Energy Systems · Motive Power · Specialty · Corporate and other (3) · Total
Net Sales by segment to unaffiliated customers (1)	$1,132,361	$1,091,746	$415,705	$2,925		$2,642,737
Less:
Other segment items(4)	$1,063,750	$925,523	$393,911		$2,383,184
Segment income	$68,611	$166,223	$21,794		$256,628
Less:
Inventory adjustment relating to step up to fair value relating to recent acquisitions	—	—	2,952		2,952
Restructuring and other exit charges	4,618	3,483	1,274		9,375
Amortization of intangible assets	17,827	556	5,076		23,459
Other	410	18	5,966		6,394
Total operating earnings	$45,756	$162,166	$6,526	$118,919		$333,367
Depreciation	$19,845	$16,999	$14,055	$19		$50,918
Capital Expenditures	$27,960	$15,363	$36,773	$10,669		$90,765

(3) Corporate and other includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRC 45X production tax credits. Also, included are start-up costs for exploration of a new lithium plant as well as start-up operating expenses from the New Ventures operating segment.

The Company's property, plant and equipment by reportable segments as of December 28, 2025 and December 29, 2024 are as follows:

	December 28, 2025	March 31, 2025
Property, plant and equipment, net
Energy Systems	$194,300	$198,841
Motive Power	131,117	144,076
Specialty	258,622	236,861
Other	14,542	12,655
Total	$598,581	$592,433

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