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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): August 6, 2025~~ 1934

Date of Report (Date of earliest event reported): September 25, 2025

EnerSys

(Exact name of registrant as specified in its charter)

Commission File Number: 1-32253

Delaware	23-3058564	~~23-3058564~~
(State or other jurisdictionof incorporation)		(IRS EmployerIdentification No.)
(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

TradingSymbol

Name of each exchangeon which registered

~~Trading Symbol~~

~~Name of each exchange on which registered~~

Common Stock, $0.01 par value per share

ENS

New York Stock Exchange

~~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). ☐

Emerging growth company ☐

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 21.~~02. Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On ~~August~~September 625, 2025 (the “Effective Date”), EnerSys ~~issued~~(the an“Company”) ~~earnings~~and ~~press~~certain ~~release~~of ~~discussing~~ its ~~financial~~subsidiaries ~~results~~entered ~~for~~into the ~~first~~Sixth ~~quarter~~Amendment to the Credit Agreement (the “Amendment”) with Bank of ~~fiscal~~America, ~~2026~~N.A., as administrative agent, swingline lender and letter of credit issuer, and the lenders party thereto. The ~~press~~Amendment ~~release~~amends the Credit Agreement, ~~attached~~dated as ~~Exhibit~~of ~~99.1~~August 4, ~~hereto~~2017 ~~and~~(as ~~incorporated~~amended, ~~herein~~restated, supplanted or otherwise modified from time to time prior to the Effective Date, the “Existing Credit Agreement”), by ~~reference~~and among the Company, isthe ~~being~~other ~~furnished~~borrowers from time to time party thereto, the ~~SEC~~guarantors from time to time party thereto, Bank of America, N.A., as administrative agent, swingline lender and ~~shall~~letter ~~not~~of becredit ~~deemed~~issuer, and the lenders from time to betime ~~"filed"~~party thereto, and provides for, ~~any~~among ~~purpose~~other things, (i) an upsized revolving credit facility in an aggregate committed amount of $1.0 billion (the “Revolving Facility”), which represents an increase of $150 million from the existing revolving credit facility and which matures on September 30, 2030 and (ii) certain other modifications to the Existing Credit Agreement as further set forth in the Amendment. In connection with the Amendment, (i) all of the outstanding term loans (including accrued and unpaid interest thereon) and (ii) all accrued and unpaid interest and fees on the outstanding revolving loans, in each case, under the Existing Credit Agreement were repaid in full.

~~Item~~Borrowings 8under the Revolving Facility will bear interest at a rate per annum based on the Company’s Consolidated Total Net Leverage Ratio according to the pricing grid set forth below.01 Initially, the applicable rate shall be determined based upon Pricing Level 2. ~~Other~~ ~~Events~~

On August 6, 2025, EnerSys issued a press release announcing that its Board of Directors has raised its quarterly cash dividend of $0.2625 per share of common stock payable on September 26, 2025, to holders of record as of September 12, 2025. The press release, attached hereto as Exhibit 99.2, is incorporated herein by reference. Also included in the press release, Enersys announced the Board of Directors authorized a new $1 billion stock repurchase authorization. The authorized repurchases shall be made from time to time in either the open market or through privately negotiated transactions. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time. No assurance can be given that any particular amount of common stock will be repurchased. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when EnerSys might otherwise be prevented from doing so under insider trading laws or because of self-imposed blackout periods. This repurchase program shall be in effect for a period of five years from its adoption unless otherwise modified or terminated by the Board.


Pricing Level	Consolidated Total Net Leverage Ratio	Revolving Loans and Swing Line Loans
Pricing Level	Consolidated Total Net Leverage Ratio	Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fees			Base Rate Loans
1	< 1.25 to 1.00		1.250	%		0.250	%
2	≥ 1.25 to 1.00 but < 2.00 to 1.00		1.375	%		0.375	%
3	≥ 2.00 to 1.00 but < 2.50 to 1.00		1.500	%		0.500	%
4	≥ 2.50 to 1.00 but < 3.25 to 1.00		1.750	%		0.750	%
5	≥ 3.25 to 1.00 but < 4.00 to 1.00		2.000	%		1.000	%
6	≥ 4.00 to 1.00		2.250	%		1.250	%

~~Item~~The ~~9.01. Financial~~foregoing ~~Statements~~description of the Amendment does not purport to be complete and ~~Exhibits~~is qualified in its entirety by reference respectively to the full text of the Amendment, a copy of which is attached as Exhibit 10.1, and which is incorporated by reference herein.

~~(d)~~Item ~~Exhibits~~2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

99.1			Press Release, dated August 6 2025, of EnerSys regarding the financial results for the first quarter of fiscal year 2026.
99.2			Press Release, dated August 6, 2025, of EnerSys regarding quarterly cash dividend and share repurchase authorization.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

The disclosure required by this Item 2.03 is included in Item 1.01 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits


Exhibit No.		Description

10.1		Sixth Amendment to Credit Agreement, dated as of September 25, 2025, among EnerSys, certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto.

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: August 6, 2025	By:		/s/ Andrea J. Funk
Date: September 25, 2025		By:	/s/ Andrea J. Funk
			Andrea J. Funk
			Chief Financial Officer

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