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EnerSys

For the period ended Sep 28, 2025. Filed Nov 5, 2025.

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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.

Sep 28, 2025 · Filed Nov 5, 2025

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

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

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Retirement Plans

  1. 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 endedQuarter ended
September 28, 2025 · September 29, 2024 · September 28, 2025 · September 29, 2024
Service cost$—$—$272$246
Interest cost—166695643
Expected return on plan assets(10)(47)(375)(365)
Amortization and deferral—(17)159150
Net periodic benefit cost$(10)$102$751$674
United States Plans · International Plans
Six months endedSix months ended
September 28, 2025 · September 29, 2024 · September 28, 2025 · September 29, 2024
Service cost$—$—$538$485
Interest cost—3321,3851,264
Expected return on plan assets(20)(94)(752)(716)
Amortization and deferral—(34)319294
Net periodic benefit cost$(20)$204$1,490$1,327
  1. Stock-Based Compensation

As of September 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 $4,435 for the second quarter of fiscal 2026 and $5,125 for the second quarter of fiscal 2025. Stock-based compensation expense was $22,036 and $12,187 for the six 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 six months of fiscal 2026, the Company granted to non-employee directors 25,062 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 six 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 six months of fiscal 2026 included the exercise of 210,989 stock options and the vesting or release of 251,334 restricted stock units including non-employee director restricted stock units

As of September 28, 2025, there were 1,267,842 non-qualified stock options,979,595 restricted stock units including non-employee director restricted stock units and 1,149 TSRs outstanding.

  1. Stockholders’ Equity and Noncontrolling Interests

Common Stock

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

Shares outstanding as of March 31, 202539,192,061
Purchase of treasury stock(2,375,741)
Shares issued under equity-based compensation plans, net of equity awards surrendered for option price and taxes383,834
Shares outstanding as of September 28, 202537,200,154

Treasury Stock

During the six months ended September 28, 2025, the Company purchased 2,375,741 shares for $217,784 and purchased 780,849 shares for $75,187 during the six months ended September 29, 2024. At September 28, 2025 and March 31, 2025, the Company held 20,014,721 and 17,647,529 shares as treasury stock, respectively. During the six months ended September 28, 2025, the Company also issued 8,549 shares out of its treasury stock, valued at $62.55 per share to participants under the Company's Employee Stock Purchase Plan. During the six months ended September 29, 2024, the Company issued 6,173 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 September 28, 2025 and March 31, 2025, are as follows:

March 31, 2025Before ReclassificationsAmounts Reclassified from AOCISeptember 28, 2025
Pension funded status adjustment$(10,374)$—$245$(10,129)
Net unrealized gain (loss) on derivative instruments(269)(2,570)2,084(755)
Foreign currency translation adjustment (1)(236,836)27,067—(209,769)
Accumulated other comprehensive (loss) income$(247,479)$24,497$2,329$(220,653)

(1) Foreign currency translation adjustment for the six months ended September 28, 2025 includes a $39,411 loss (net of taxes of $12,020) related to the Company's $600,000 cross-currency fixed interest rate swap contracts.

The following table presents reclassifications from AOCI during the second quarter ended September 28, 2025:

Components of AOCIAmounts Reclassified from AOCILocation of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net unrealized loss on derivative instruments$1,978Cost of goods sold
Tax benefit(462)
Net unrealized loss on derivative instruments, net of tax$1,516
Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments$(4,076)Interest expense
Tax expense953
Net unrealized gain on derivative instruments, net of tax$(3,123)
Defined benefit pension costs:
Prior service costs and deferrals$159Net periodic benefit cost, included in other (income) expense, net - See Note 14
Tax benefit(37)
Net periodic benefit cost, net of tax$122

The following table presents reclassifications from AOCI during the six months ended September 28, 2025:

Components of AOCIAmounts Reclassified from AOCILocation of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net unrealized loss on derivative instruments$2,721Cost of goods sold
Tax benefit(637)
Net unrealized loss on derivative instruments, net of tax$2,084
Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments$(2,903)Interest expense
Tax expense679
Net unrealized gain on derivative instruments, net of tax$(2,224)
Defined benefit pension costs:
Prior service costs and deferrals$319Net periodic benefit cost, included in other (income) expense, net - See Note 14
Tax benefit(74)
Net periodic benefit cost, net of tax$245

The following table presents reclassifications from AOCI during the second quarter ended September 29, 2024:

Components of AOCIAmounts Reclassified from AOCILocation of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net unrealized gain on derivative instruments$(2,258)Cost of goods sold
Tax expense527
Net unrealized gain on derivative instruments, net of tax$(1,731)
Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments$(711)Interest expense
Tax expense166
Net unrealized gain on derivative instruments, net of tax$(545)
Defined benefit pension costs:
Prior service costs and deferrals$133Net periodic benefit cost, included in other (income) expense, net - See Note 14
Tax benefit(32)
Net periodic benefit cost, net of tax$101

The following table presents reclassifications from AOCI during the six months ended September 29, 2024:

Components of AOCIAmounts Reclassified from AOCILocation of (Gain) Loss Recognized on Income Statement
Derivatives in cash flow hedging relationships:
Net unrealized gain on derivative instruments$(1,639)Cost of goods sold
Tax expense382
Net unrealized gain on derivative instruments, net of tax$(1,257)
Derivatives in net investment hedging relationships:
Net unrealized gain on derivative instruments$(975)Interest expense
Tax expense229
Net unrealized gain on derivative instruments, net of tax$(746)
Defined benefit pension costs:
Prior service costs and deferrals$260Net periodic benefit cost, included in other (income) expense, net - See Note 14
Tax benefit(63)
Net periodic benefit cost, net of tax$197

The following demonstrates the change in equity attributable to EnerSys stockholders and nonredeemable noncontrolling interests during the second quarter and six months ended September 28, 2025:

(In Thousands, Except Per Share Data)PreferredStockCommonStockAdditional Paid-inCapitalTreasuryStockRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)TotalEnerSysStockholders’EquityNon-redeemableNon-ControllingInterestsTotalEquity
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——63266——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)—————123123—123
Net unrealized gain (loss) on derivative instruments (net of tax gain of $142)—————462462—462
Foreign currency translation adjustment—————29,78929,7894029,829
Balance at June 29, 2025$—$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—416,944———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——26249——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)—————122122—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

The following demonstrates the change in equity attributable to EnerSys stockholders and nonredeemable noncontrolling interests during the second quarter and six months ended September 29, 2024:

(In Thousands, Except Per Share Data)PreferredStockCommonStockAdditional Paid-inCapitalTreasuryStockRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)TotalEnerSysStockholders’EquityNon-redeemableNon-ControllingInterestsTotalEquity
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—16,963———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——24185——209—209
Net earnings————70,111—70,111—70,111
Dividends ($0.225 per common share)——227—(9,271)—(9,044)—(9,044)
Dissolution of joint venture—————————
Other comprehensive income:0
Pension funded status adjustment (net of tax benefit of $17)—————110110—110
Net unrealized gain (loss) on derivative instruments (net of tax expense of $1,117)—————3,6623,662—3,662
Foreign currency translation adjustment—————(13,294)(13,294)(22)(13,316)
Balance at June 30, 2024$—$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)—————8787—87
Net unrealized gain (loss) on derivative instruments (net of tax of $2,392)—————(7,842)(7,842)—(7,842)
Foreign currency translation adjustment—————28,68528,68512428,809
Balance at September 29, 2024$—$567$644,162$(910,650)$2,297,431$(193,443)$1,838,067$3,529$1,841,596
  1. 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 endedSix months ended
September 28, 2025September 29, 2024September 28, 2025September 29, 2024
Net earnings attributable to EnerSys stockholders$68,426$82,266$125,884$152,377
Weighted-average number of common shares outstanding:
Basic37,436,45640,165,08038,113,59740,184,546
Dilutive effect of:
Common shares from exercise and lapse of equity awards, net of shares assumed reacquired541,399698,125531,434740,114
Diluted weighted-average number of common shares outstanding37,977,85540,863,20538,645,03140,924,660
Basic earnings per common share attributable to EnerSys stockholders$1.83$2.05$3.30$3.79
Diluted earnings per common share attributable to EnerSys stockholders$1.80$2.01$3.26$3.72
Anti-dilutive equity awards not included in diluted weighted-average common shares870,913659,451735,961503,275
  1. 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, 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 September 28, 2025 and September 29, 2024.

Quarter ended
September 28, 2025
Energy SystemsMotive PowerSpecialtyTotal
Net Sales by segment to unaffiliated customers (1)$434,642$359,741$156,872$951,255
Net sales from corporate and other31
Total Net Sales$951,286
Less:
Other segment items(4)$401,065$311,786$142,364$855,246
Segment income$33,577$47,955$14,508$96,040
Less:
Restructuring and other exit charges9,2629,3312,36520,958
Amortization of intangible assets5,8361222,4018,359
Other4,0512,2211,7608,032
Total operating earnings by segment$14,428$36,281$7,982$58,691
Corporate and other(3)$33,341
Operating earnings(2)$92,032

(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.

Quarter ended
September 28, 2024
Energy SystemsMotive PowerSpecialtyTotal
Net Sales by segment to unaffiliated customers (1)$382,091$366,744$134,834$883,669
Net sales from corporate and other
Total Net Sales$883,669
Less:
Other segment items(4)$357,730$309,154$127,496$794,380
Segment income$24,361$57,590$7,338$89,289
Less:
Inventory restructuring and acquisitions——1,8831,883
Restructuring and other exit charges7471,0883892,224
Amortization of intangible assets6,0131871,9528,152
Other6032,8612,924
Total operating earnings by segment$17,541$56,312$253$74,106
Corporate and other(3)$25,281
Operating earnings(2)$99,387

(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.

Six months ended
September 28, 2025
Energy SystemsMotive PowerSpecialtyTotal
Net Sales by segment to unaffiliated customers (1)$826,013$708,819$305,383$1,840,215
Net sales from corporate and other4,095
Total Net Sales$1,844,310
Less:
Other segment items(4)$765,097$614,196$281,235$1,664,623
Segment income$60,916$94,623$24,148$179,687
Less:
Restructuring and other exit charges10,31614,1382,36626,820
Amortization of intangible assets11,6792434,79416,716
Accelerated stock compensation expense5,3743,3671,45710,198
Other5,2372,8283,30511,370
Total operating earnings by segment$28,310$74,047$12,226$114,583
Corporate and other(3)$63,929
Operating earnings(2)$178,512

(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.

Six months ended
September 28, 2024
Energy SystemsMotive PowerSpecialtyTotal
Net Sales by segment to unaffiliated customers (1)$743,142$732,899$260,544$1,736,585
Net sales from corporate and other—
Total Net Sales$1,736,585
Less:
Other segment items(4)$699,781$619,343$248,306$1,567,430
Segment income$43,361$113,556$12,238$169,155
Less:
Inventory restructuring and acquisitions——1,8831,883
Restructuring and other exit charges4,5242,4831,1558,162
Amortization of intangible assets12,0143702,65415,038
Other236114,2134,460
Total operating earnings by segment$26,587$110,692$2,333$139,612
Corporate and other(3)$51,106
Operating earnings(2)$190,718

(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.

Six months endedSix months ended
September 28, 2025September 29, 2024
Capital Expenditures
Energy Systems$21,737$18,587
Motive Power13,18110,770
Specialty17,17527,775
Other1,8299,354
Total$53,922$66,486
Depreciation and Amortization
Energy Systems$26,583$25,147
Motive Power13,20311,693
Specialty15,05011,904
Other5313
Total$54,889$48,757

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

September 28, 2025March 31, 2025
Property, plant and equipment, net
Energy Systems$203,863$198,841
Motive Power132,211144,076
Specialty257,104236,861
Other14,42312,655
Total$607,601$592,433
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.