Form 8-K

8-K — EnerSys

Accession: 0001628280-26-038821

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0001289308

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Documents

8-K — ens-20260528.htm (Primary)

EX-99.1 (ex991ens_resegmentationann.htm)

EX-99.2 (ex992recastedsegmentinform.htm)

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8-K

8-K (Primary)

Filename: ens-20260528.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2026

EnerSys

(Exact name of registrant as specified in its charter)

Commission File Number: 1-32253

Delaware 23-3058564

(State or other jurisdiction

of incorporation) (IRS Employer

Identification No.)

2366 Bernville Road, Reading, Pennsylvania 19605

(Address of principal executive offices, including zip code)

(610) 208-1991

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, $0.01 par value per share ENS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 28, 2026, EnerSys issued a press release announcing the Company's Segment Realignment which is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference. As a result of the Company's Segment Realignment there will be a change in executive titles as follows:

•Keith D. Fisher – President, Network & Infrastructure Solutions

•Chad C. Uplinger – President, Industrial Mobility Solutions

•Mark E. Matthews – Chief Technology Officer and President, Precision Power Solutions

None of Messrs. Fisher, Uplinger and Matthews have an interest requiring disclosure under either Items 401(d) or 404(a) of Regulation S-K. Information required under Items 401(b) and (e) of Regulation S-K and related to any material plan, contract or arrangement with respect to Messrs. Fisher, Uplinger and Matthews is incorporated by reference to the information under the captions “Executive Officers” and “Executive Compensation” in EnerSys definitive proxy statement, dated June 18, 2025, filed on Schedule 14A with the Securities and Exchange Commission on June 18, 2025.

Item 7.01 Regulation FD Disclosure.

On May 28, 2026, EnerSys issued a press release announcing its segment realignment, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Also, attached as Exhibit 99.2 is a supplemental schedule containing unaudited business segment information for the fiscal quarters ended June 30, 2024, September 29, 2024, December 29, 2024, March 31, 2025, June 29, 2025, September 28, 2025, December 28, 2025, and March 31, 2026, recast on the basis of the realignment of the business segments effective on May 28, 2026 and for the quarter ending July 5, 2026.

To provide supplemental historical information on a basis consistent with its announced new reporting structure, the Company has also furnished in the attached Exhibit 99.2 with certain non-GAAP supplemental historical business segment information to conform to the announced new reporting structure.

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, should be read in conjunction with EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2026, and EnerSys’ quarterly reports on Form 10-Q for the quarterly periods ended June 29, 2025, September 28, 2025, and December 28, 2025, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1

Press Release, dated May 28, 2026, of EnerSys regarding the Company's Segment Realignment

99.2

Supplemental Unaudited Business Segment Information

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EnerSys

Date: May 28, 2026

By: /s/ Andrea J. Funk

Andrea J. Funk

Chief Financial Officer

EX-99.1

Filename: ex991ens_resegmentationann.htm · Sequence: 2

Document

Exhibit 99.1 PRESS RELEASE, DATED MAY 28, 2026, OF ENERSYS ANNOUNCING THE COMPANY'S SEGMENT REALIGNMENT

EnerSys Announces Segment Realignment

READING, Pa., — May 28, 2026 — EnerSys (NYSE: ENS), a global leader in stored energy solutions for industrial, infrastructure and defense applications, today announced that it has realigned its previous four operating segments into a three-segment operating model designed to better serve customers and enhance organizational focus, beginning in the first quarter of fiscal year 2027. The three reportable segments, their mission statements, and descriptions are as follows:

•Network & Infrastructure Solutions (NIS): Powering the connected world with trusted reserve and critical infrastructure solutions

Consists of the prior Energy Systems segment, providing power solutions and services to broadband, telecommunications, data center, and industrial utility customers.

•Industrial Mobility Solutions (IMS): Powering industrial vehicles and equipment that keep essential goods and industries moving around the world

Consists of the prior Motive Power segment with the addition of the Transportation business previously reported within the Specialty segment, providing power for electric industrial forklifts and other material handling equipment as well as transportation applications, primarily Class 8 trucks.

•Precision Power Solutions (PPS): Powering advanced, reliable, high-performance solutions for defense, aerospace, and specialized applications

Consists of the aerospace and defense and specialized products business from the prior Specialty segment, providing energy solutions primarily for military vehicles, advanced defense programs, soldier powering and autonomous systems.

“The realignment and renaming of our segments reinforces our position as a leading provider of end-to-end stored energy solutions for our diverse, growing, specialized end markets,” said Shawn O’Connell, President and Chief Executive Officer of EnerSys. “Our updated segment names, with an emphasis on solutions, highlights our focus on supporting our customers beginning from the design and implementation process, and continuing through to managing data, uptime, and system performance.

“Our updated segment structure better reflects how we serve our customers today and how we will drive the next phase of our growth. Bringing our lift truck and transportation businesses together into one line of business creates stronger internal alignment, enables cross-selling, and allows us to deepen relationships with our warehousing and logistics customers. In addition, this structure provides greater visibility into our fast-growing aerospace and defense-focused PPS segment. Consistent with our EnerGize strategic framework, these changes enhance focus and alignment, and position us better for the exciting growth opportunities ahead,” O’Connell concluded.

Exhibit 99.1 PRESS RELEASE, DATED MAY 28, 2026, OF ENERSYS ANNOUNCING THE COMPANY'S SEGMENT REALIGNMENT

As part of this realignment, New Ventures will no longer be considered a separate operating segment, and sales will be reported within the segments in which those sales occur. Prior costs associated with New Ventures have been allocated as part of corporate charges. As part of this segment realignment, corporate charges are being redistributed across all lines of business, based on a new manner of allocation.

The Company’s guidance for the first quarter of fiscal year 2027, ending June 28, 2026, and issued on May 20, 2026, is unchanged and not impacted by the segment realignment.

Together with this press release, the Company has provided a Current Report on Form 8-K with a recast of comparable prior year segment unaudited financial information for fiscal years 2025 and 2026, along with a summary presentation that is posted on the Events & Presentations section of EnerSys’ Investor Relations website. The Company’s consolidated balance sheets, income statements, and statements of cash flows are not affected.

About EnerSys

EnerSys is a global leader in stored energy solutions helping industrial, infrastructure and defense customers address critical power and operational needs with batteries, chargers other power equipment. The company delivers integrated solutions that combine energy storage technologies, power electronics, software-enabled intelligence, technical expertise and comprehensive global customer support. EnerSys supports customers across communications networks, data centers, energy infrastructure, material handling, transportation, aerospace and defense — including applications where power continuity is essential. Serving customers in more than 100 countries, EnerSys helps organizations manage energy more reliably, efficiently and intelligently in complex operating environments where uptime, safety and resilience matter. For more information, visit www.enersys.com.

CONTACT

Lisa Hartman Langell

Vice President, Investor Relations and Corporate Communications

EnerSys

610-236-4040

E-mail: investorrelations@enersys.com

EX-99.2

Filename: ex992recastedsegmentinform.htm · Sequence: 3

Document

Exhibit 99.2 Supplemental Unaudited Business Segment Information

Effective on May 28, 2026, and for the first quarter ended July 5, 2026, the Company decided to realign its previous four operating segments into three and rename our reportable segments as follows:

Network & Infrastructure Solutions (NIS): Powering the connected world with trusted reserve and critical infrastructure solutions

•Consists of the prior Energy Systems segment, providing power solutions and services to broadband, telecommunications, data center, and industrial utility customers.

Industrial Mobility Solutions (IMS): Powering industrial vehicles and equipment that keep essential goods and industries moving around the world

•Consists of the prior Motive Power segment with the addition of the Transportation business previously reported within the Specialty segment, providing power for electric industrial forklifts, and other material handling equipment as well as transportation applications, primarily Class 8 trucks.

Precision Power Solutions (PPS): Powering advanced, reliable, high-performance solutions for defense, aerospace, and specialized applications

•Consists of the aerospace and defense and specialized products business from the prior Specialty segment, providing energy solutions primarily for military vehicles, advanced defense programs, soldier powering and autonomous systems.

This Current Report on Form 8-K includes supplemental unaudited historical business segment net sales, operating income and adjusted operating income. The Company did not operate under this segment structure for any of these prior periods and will begin to report comparative results under the new structure with the filing of its Quarterly Report on Form 10-Q for the first quarter of Fiscal 2027.

A reconciliation of non-GAAP adjusted operating earnings is set forth in the table below, providing a reconciliation of non-GAAP adjusted operating earnings to the Company’s reported operating results for its new business segments. Corporate and other unallocated includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRA production tax credits. Also, included are start-up costs for exploration of a new lithium plant. Management believes the presentation of these financial measures reflecting these non-GAAP adjustments provides important supplemental information in evaluating the operating results of the Company as distinct from results that include items that are not indicative of ongoing operating results and overall business performance; in particular, those charges that the Company incurs as a result of restructuring activities, impairment of goodwill and indefinite-lived intangibles and other assets, acquisition activities and those charges and credits that are not directly related to operating unit performance, such as significant legal proceedings, amortization of intangible assets, and accelerated stock based compensation. Because these charges are not incurred as a result of ongoing operations, or are incurred as a result of a potential or previous acquisition, they are not as helpful a measure of the performance of our underlying business, particularly in light of their unpredictable nature and are difficult to forecast. Although we exclude the amortization of purchased intangibles from these non-GAAP measures, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

Quarter ended

($ millions)

June 30, 2024

Network & Infrastructure Solutions Industrial Mobility Solutions Precision Power Solutions Corporate and other unallocated Total

Net Sales $ 361.0 $ 440.8 $ 51.1 $ — $ 852.9

Operating Earnings $ 8.0 $ 49.1 $ 1.9 $ 32.3 $ 91.3

Restructuring and other exit charges 3.8 1.6 0.5 — 5.9

Amortization of intangible assets 6.0 0.6 0.3 — 6.9

Other 0.2 — 1.4 — 1.6

Adjusted Operating Earnings $ 18.0 $ 51.3 $ 4.1 $ 32.3 $ 105.7

Quarter ended

($ millions)

September 29, 2024

Network & Infrastructure Solutions Industrial Mobility Solutions Precision Power Solutions Corporate and other unallocated Total

Net Sales $ 382.1 $ 433.9 $ 67.7 $ — $ 883.7

Operating Earnings $ 16.7 $ 47.7 $ 3.4 $ 31.6 $ 99.4

Inventory step up to fair value relating to recent acquisitions — — 1.9 — 1.9

Restructuring and other exit charges 0.7 1.1 0.4 — 2.2

Amortization of intangible assets 6.0 0.6 1.6 — 8.2

Other — — 2.9 — 2.9

Adjusted Operating Earnings $ 23.4 $ 49.4 $ 10.2 $ 31.6 $ 114.6

Quarter ended

($ millions)

December 29, 2024

Network & Infrastructure Solutions Industrial Mobility Solutions Precision Power Solutions Corporate and other unallocated Total

Net Sales $ 389.2 $ 430.3 $ 86.7 $ — $ 906.2

Operating Earnings $ 18.4 $ 39.6 $ 10.5 $ 74.2 $ 142.7

Inventory step up to fair value relating to recent acquisitions — — 1.1 — 1.1

Restructuring and other exit charges 0.1 1.0 0.1 — 1.2

Amortization of intangible assets 5.8 0.5 2.1 — 8.4

Other 0.2 — 1.7 — 1.9

Adjusted Operating Earnings $ 24.5 $ 41.1 $ 15.5 $ 74.2 $ 155.3

Quarter ended

($ millions)

March 31, 2025

Network & Infrastructure Solutions Industrial Mobility Solutions Precision Power Solutions Corporate and other unallocated Total

Net Sales $ 398.8 $ 489.9 $ 86.1 $ — $ 974.8

Operating Earnings $ 25.9 $ 55.3 $ 6.8 $ 43.3 $ 131.3

Inventory adjustment relating to exit activities 0.3 — 0.3 — 0.6

Restructuring and other exit charges 1.4 2.2 1.5 — 5.1

Amortization of intangible assets 5.8 0.4 2.1 — 8.3

Loss (Gain) on Assets held for Sale — 4.6 — — 4.6

Other 0.2 1.7 0.7 — 2.6

Adjusted Operating Earnings $ 33.6 $ 64.2 $ 11.4 $ 43.3 $ 152.5

Quarter ended

($ millions)

June 29, 2025

Network & Infrastructure Solutions Industrial Mobility Solutions Precision Power Solutions Corporate and other unallocated Total

Net Sales $ 391.4 $ 420.4 $ 81.2 $ — $ 893.0

Operating Earnings 14.0 27.4 8.0 37.1 $ 86.5

Restructuring and other exit charges 1.1 4.8 — — 5.9

Amortization of intangible assets 5.9 0.4 2.1 — 8.4

Accelerated Stock Compensation Expense 5.4 4.8 — — 10.2

Other 1.1 0.8 1.4 — 3.3

Adjusted Operating Earnings $ 27.5 $ 38.2 $ 11.5 $ 37.1 $ 114.3

Quarter ended

($ millions)

September 28, 2025

Network & Infrastructure Solutions Industrial Mobility Solutions Precision Power Solutions Corporate and other unallocated Total

Net Sales $ 434.7 $ 430.8 $ 85.8 $ — $ 951.3

Operating Earnings $ 15.5 $ 27.3 $ 10.7 $ 38.5 $ 92.0

Restructuring and other exit charges 9.3 10.2 1.6 — 21.1

Amortization of intangible assets 5.8 0.4 2.1 — 8.3

Other 4.1 3.1 0.9 — 8.1

Adjusted Operating Earnings $ 34.7 $ 41.0 $ 15.3 $ 38.5 $ 129.5

Quarter ended

($ millions)

December 28, 2025

Network & Infrastructure Solutions Industrial Mobility Solutions Precision Power Solutions Corporate and other unallocated Total

Net Sales $ 399.5 $ 434.8 $ 84.8 $ — $ 919.1

Operating Earnings 34.8 43.9 14.1 31.4 $ 124.2

Inventory adjustment relating to exit activities — 1.2 — — 1.2

Restructuring and other exit charges 1.0 3.2 0.1 — 4.3

Amortization of intangible assets 5.9 0.4 2.1 — 8.4

Other 2.0 1.6 0.6 — 4.2

Adjusted Operating Earnings $ 43.7 $ 50.3 $ 16.9 $ 31.4 $ 142.3

Quarter ended

($ millions)

March 31, 2026

Network & Infrastructure Solutions Industrial Mobility Solutions Precision Power Solutions Corporate and other unallocated Total

Net Sales $ 425.7 $ 455.6 $ 106.7 $ — $ 988.0

Operating Earnings $ 25.6 $ 38.0 $ 15.7 $ 44.4 $ 123.7

Inventory adjustment relating to exit activities and step up to fair value relating to recent acquisitions — 1.1 — — 1.1

Restructuring and other exit charges 12.1 7.5 0.1 — 19.7

Impairment of indefinite-lived intangibles 0.4 — — — 0.4

(Gain) Loss on assets held for sale — (1.2) — — (1.2)

Amortization of intangible assets 5.9 0.4 2.1 — 8.4

Other 0.3 0.4 1.3 — 2.0

Adjusted Operating Earnings $ 44.3 $ 46.2 $ 19.2 $ 44.4 $ 154.1

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