What changed in this filing

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Item 1. Business

2025-10-17 compared with 2024-10-21 · 47 added, 64 removed, 122 unchanged (48% of the section changed)

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Enerpac Tool Group's businesses are global leaders in providing high pressure hydraulic tools, controlled force products and solutions for precise positioning of heavy loads that help customers safely and reliably tackle some of the most challenging jobs around the world.

The Company was founded in 1910 and is headquartered in Menomonee Falls, Wisconsin.

During fiscal 2025, the Company is scheduled to relocate our headquarters to Milwaukee, Wisconsin.

The Company was founded in 1910 and is headquartered in Milwaukee, Wisconsin.

The Company has one reportable segment, the Industrial Tools & Services ("IT&S") Segment.

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The IT&S segment and the Company are well-positioned to drive shareholder value through a sustainable business strategy built on well-established brands, broad global distribution and end markets, clear focus on the core tools and services business, and disciplined capital deployment.

During the fourth quarter of fiscal 2019, we entered into a Securities Purchase Agreement ("SPA") to sell the remaining businesses within our legacy Engineered Components & Systems ("EC&S") segment.

We closed the transaction during our first quarter of fiscal 2020.

The divestiture of the EC&S segment was a strategic shift to become a pure-play industrial tools and services company.

As such, retained liabilities associated with the former EC&S segment are considered discontinued operations in all periods presented herein.

Our Business Model

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We also apply these techniques and pricing actions to offset commodity increases and inflationary pricing.

Finally, cash flow generation is critical to achieving our financial and long-term strategic objectives.

Finally, cash flow generation

is critical to achieving our financial and long-term strategic objectives.

We believe driving profitable growth and margin expansion will result in cash flow generation, which we seek to supplement through minimizing primary working capital.

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We anticipate the compounding effect of reinvesting in our business will fuel further growth and profitable returns.

In March 2022, the Company announced the start of its ASCEND transformation program (“ASCEND”), initially estimating an incremental $40 to $50 million of annual operating profit once fully implemented.

ASCEND’s key initiatives include accelerating organic growth strategies, improving operational excellence and production efficiency by utilizing a Lean approach, and driving greater efficiency and productivity in selling, general and administrative expense by better leveraging resources to create a more efficient and agile organization.

At the time, the Company anticipated investing $60 to $65 million through the end of fiscal 2024 to complete these actions.

In June 2022, the Company approved a restructuring plan in connection with the initiatives identified as part of the ASCEND transformation program to drive greater efficiency and productivity in global selling, general and administrative resources.

The total costs of this plan were then estimated at $6 to $10 million, constituting predominately severance and other employee-related costs to be incurred as cash expenditures and impacting both IT&S and Corporate (see Note 4, “Restructuring Charges” in the notes to the consolidated financial statements).

These costs were incorporated into the initial investment of $60 to $65 million.

In September 2022, the Company approved an update to the restructuring plan to a range of $10 to $15 million;

these costs were still incorporated into the initial investment value, and the range did not change at that time.

In March 2023, the Company increased the anticipated investment range to $70 to $75 million, inclusive of the $10 to $15 million of the previously announced restructuring, over the life of the program.

In October 2023, the Company announced that during fiscal 2023, the Company had realized approximately $54 million of annual operating profit from execution of the ASCEND program and would no longer be breaking out the ASCEND benefit from results going into fiscal 2024.

Through fiscal 2023, the Company invested approximately $60 million as part of the program, both through program charges and restructuring.

Through fiscal 2024, the Company has invested approximately $75 million as part of the program, consisting of $19 million through restructuring and $56 million in ASCEND transformation program charges.

In March 2022, the Company announced the start of its ASCEND transformation program (''ASCEND'').

ASCEND’s key initiatives included accelerating organic growth strategies, improving operational excellence and production efficiency by utilizing a Lean approach, and driving greater efficiency and productivity in selling, general and administrative (''SG&A'') expense by better leveraging resources to create a more efficient and agile organization.

The ASCEND program was completed as of August 31, 2024, with total program costs of $75 million, of which $19 million related to restructuring charges.

Description of Business Segments

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These tools operate at very high pressures of approximately 5,000 to 12,000 pounds per square inch.

With our products used in a wide variety of end markets, they are often deployed in harsh operating conditions, such as machining, infrastructure maintenance and repair, and refining, and petrochemical production, where safety is a key differentiator.

With our products used in a wide variety of end markets, they are often deployed in harsh operating conditions, such as machining, infrastructure maintenance and repair, refining, and petrochemical production, where safety is a key differentiator.

As a result, we hold ourselves to a world-class safety standard to protect both our employees and those using our products and services.

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We also provide rental services for certain of our products.

Our branded tools and services are primarily marketed through the ENERPAC®, HYDRATIGHT®, LARZEP & DESIGN® and SIMPLEX® brand names.

Our branded tools and services are primarily marketed through the ENERPAC®, HYDRATIGHT®, LARZEP®, SIMPLEX® and DTA the Smart Move ® brand names.

The segment delivers products and services primarily through our world-class, global network of distributors, as well as direct sales to OEMs and select end users.

Examples of industrial distributors include W.W.

Grainger, MSC and Blackwoods.

Other Operating Segment

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Acquisitions and Divestitures

For a summary of recent divestiture transactions impacting continuing operations, see Note 5, "Discontinued Operations and Other Divestiture Activities" in the notes to the consolidated financial statements.

For a summary of recent acquisition and divestiture transactions impacting continuing operations, see N ote 5 , " Acquisitions " and Note 6, "Discontinued Operations and Other Divestiture Activities" , respectively, in the notes to the consolidated financial statements.

International Business

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We have operations around the world that allow us to draw on the skills of a global workforce, provide flexibility to our operations, drive economies of scale, provide revenue streams that may help offset economic trends that are specific to individual countries, and facilitate access to new markets.

Although international operations are subject to certain risks, we continue to believe that a global presence is key to maintaining strong relationships with many of our global customers and suppliers.

Although international operations are subject to certain risks, we continue to believe that a global presence is key to

maintaining strong relationships with many of our global customers and suppliers.

Financial information related to the Company's geographic footprint of our continuing operations is included in Note 16, "Business Segment, Geographic and Customer Information" in the notes to the consolidated financial statements.

Product Development and Engineering

We conduct research and development a ctivities to develop new products and to enhance the functionality, effectiveness, ease of use and reliability of our existing products.

We conduct research and development ("R&D") a ctivities to develop new products and to enhance the functionality, effectiveness, ease of use and reliability of our existing products.

We believe that our engineering and research and development efforts have been, and continue to be, key drivers of our success in the marketplace.

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We anticipate that we will continue to make significant expenditures for research and development as we seek to provide new innovative tools and services to grow our market share.

Research and development ("R&D") costs are expensed as incurred.

R&D costs were $12 million in fiscal 2024, $9 million in fiscal 2023 and $7 million in fiscal 2022.

R&D costs are expensed as incurred and were $14 million in fiscal 2025, $12 million in fiscal 2024 and $9 million in fiscal 2023.

The Company holds numerous patents and trademarks.

While no individual patent is believed to be of such importance that its termination would have a material adverse effect on our business, the termination of certain of our trademarks, including ENERPAC®, SIMPLEX®, HYDRATIGHT® and LARZEP & DESIGN®, could have a material adverse effect on our business.

While no individual patent is believed to be of such importance that its termination would have a material adverse effect on our business, the termination of certain of our trademarks, including ENERPAC®, HYDRATIGHT®, LARZEP®, SIMPLEX® and DTA the Smart Move ®, could have a material adverse effect on our business.

The markets for our products are highly competitive.

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Raw materials that go into the components we source, such as steel, aluminum, plastic resin, brass, steel wire and rubber, are subject to price fluctuations and tariffs, which could have an impact on our results.

We have been able to offset the impact of inflation with pricing actions, manufacturing efficiencies and other cost reductions.

In addition, several of our products have been subject to tariffs, but to date we have been able to offset the majority of additional costs from tariffs through price increases.

We have been able to offset the impact of inflation and tariffs with productivity and pricing actions.

We continue to manage our supply chain to mitigate ongoing risks associated with the evolving geopolitical and inflationary environments.

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Our operating segments have a relat iv ely short order-to-ship cycle.

We had order backlogs of $41 million and $54 million at August 31, 2024 and 2023, respectively.

The decrease in our order backlog during the fiscal year was primarily due to continued effort to decrease inventory levels globally.

We h ad order backlogs of $54 million and $41 million at August 31, 2025 and 2024, respectively.

The increase in our order backlog during the fiscal year was primarily due to continued effort to decrease inventory levels globally.

Assuming no significant supply chain constraints arise after the date of this report, substantially all of the backlog at August 31, 2025 is expected to be filled within twelve months.

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Quarter 4 (June - August) 27% 27%

*Amounts may not add to 100% due to rounding.

Human Capital Management

The goal of our human capital management strategy and practices is for Enerpac to be considered an employer of choice, and our initiatives and programs are predicated on making this objective a reality.

The talent that makes up our workforce (approximately 2,000 employees as of August 31, 2024) is critical to the success of our company and the ability to deliver shareholder value.

The talent that makes up our workforce (approximate ly 2,100 em ployees as of August 31, 2025) is critical to the success of our company and the ability to deliver shareholder value.

Our talent development framework is built around a robust performance management and development structure.

Together with their leaders, employees establish annual goals and objectives that align directly with our organizational commitments.

We monitor progress throughout the year, with candid and frequent dialogue encouraged along the way, and, new for fiscal 2024, a formal check-in process at the mid-year point to facilitate a clear understanding of goals and the status of progress toward achieving those goals.

Bi-annually, our Executive Leadership Team ("ELT") reviews the skills we require to execute our corporate strategy and key role requirements to identify development opportunities for our emerging talent.

We monitor progress throughout the year, with candid and frequent dialogue encouraged along the way, and a formal check-in process at the mid-year point to facilitate a clear understanding of progress against goals as well as career development for our employees.

Semi-annually, our Executive Leadership Team reviews the skills we require to execute our corporate strategy and key role requirements to identify development opportunities for our emerging talent.

Annually, we conduct performance review and succession planning, and we promote a long-term career development view by encouraging the creation of unique individual development plans.

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We believe in coaching and the sharing of perspectives, and we facilitate mentorship opportunities for the benefit of our workforce.

We are committed to devoting the time, resources and planning necessary to maximize the potential of our employees' career development, as well as address the future skill needs of our organization.

We are committed to devoting the time, resources and planning necessary to maximize the potential of our employees' career development, as well as addressing the future skills needs of our organization.

In 2025, we rolled out Building a Culture of Success:

Competencies and Behaviors for Enerpac Employees and Leaders, a very detailed competency model with behavioral guidance that we believe will foster the kind of culture that allows all of our employees to thrive.

Launched in July 2025, all our employees will have completed a comprehensive workshop by end of November 2025 to explain what the model is, how to use it, and how it will be used within the organization.

In 2026, we will incorporate these competencies in how we how we reward and recognize performance, how we train and promote, and how we evaluate our performance.

We offer competitive compensation and benefits tailored to the geographical markets and industries in which we operate.

In the U.S., employees who work more than 30 hours per week are eligible for a comprehensive menu of benefits, including healthcare (health, dental, and vision) coverage, health savings accounts with $500/$1,000 employer funding, dependent care and healthcare flexible spending accounts, company-paid short-term disability, long-term disability, company-paid base life and accidental disability insurance, voluntary life coverage up to 6x annual salary, spousal and dependent life coverage.

Employees are offered thirteen paid holidays, and three weeks of paid time off, military leave, a 401(k) retirement plan with a Company match and immediate vesting, access to our employee assistance program, an annual bonus program with broad participation,

equity incentive programs, an employee stock purchase plan (ESPP) that allows employees to buy company shares at a 15% discount (up from 10% in the last fiscal year), and flexible work arrangements.

Employees are offered thirteen paid holidays, three weeks of paid time off, military leave, a 401(k) retirement plan with a Company match and immediate vesting, access to our employee assistance program, an annual bonus program with broad participation, equity incentive programs, and an employee stock purchase plan that allows employees to buy company shares at a 15% discount (up from 10% in fiscal 2024).

Both part time and full-time employees are eligible for adoption assistance and up to 12 weeks of parental leave, of which six weeks are paid for full time employees at an employee's full salary.

We offer tuition reimbursement up to $5,250 for associate and undergraduate programs and $7,500 for graduate programs, while also offering the same level of reimbursement to part time workers as full-time workers.

We offer tuition reimbursement up to $7,000 for associate and undergraduate programs and $9,000 for graduate programs.

We also offer a dependent scholarship of up to $2,500 for both part-time and full-time employees.

We continue to evaluate enhancements to our compensation and benefit programs in all locations to ensure we remain competitive and meet the needs of our employees.

Diversity, Inclusion & Belonging.

Diversity, Inclusion & Belonging ("DI&B") remains a focus area as we strive to foster an inclusive culture of belonging.

In addition, our Board reflects a diverse set of Directors, including three female (30%) and one racially diverse (10%) individual.

We believe a continued focus on DI&B aligns with our values and provides a competitive advantage, enabling us to attract exceptional talent, leverage diverse perspectives, and ultimately drive value creation for our shareholders.

Employee Safety .

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We continually track and report our performance, including thorough reviews of incidents, near-misses, and quality issues;

and management accountability and discussion of these improvement opportunities is a cornerstone of all business reviews.

We finished the year with a total case incident rate (TCIR) of 0.50.

This is a decrease year-over-year as fiscal 2023 had a TCIR of 0.64.

This puts our performance in the top quartile in comparison to the BLS NAICS bracket for Machinery Manufacturing (333) for companies with greater than 1,000 employees.

and management accountability and discussion of these improvement opportunities is a cornerstone of all

business reviews.

We finished the year wit h a total case incident rate (TCIR) of 0.54, inclusive of DTA.

This is an increase year-over-year as fiscal 2024 had a TCIR of 0.50.

This puts our performance mid-way between the top 25th percentile and 50th percentile in comparison to the BLS NAICS bracket for Machinery Manufacturing (333) for companies with greater than 1,000 employees.

Executive Officers of the Registrant

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Sternlieb 53 President and Chief Executive Officer

Shannon Burns 54 Interim Principal Financial Officer and Head of Financial Planning, Operations and Decision Support

Kozik 48 Executive Vice Present and Chief Financial Officer

Chack 47 Executive Vice President - Operations

Denis 50 Executive Vice President, General Counsel, Company Secretary & Chief Compliance Counsel

Popp 52 Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Counsel

Topercer 48 Executive Vice President and Chief Human Resource Officer

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Heinz Company, a leading food production company, and was a consultant with McKinsey & Company.

Shannon Burns, Interim Principal Financial Officer and Head of Financial Planning, Operations and Decision Support, was appointed as the Company’s Interim Principal Financial Officer by the Board of Directors effective March 1, 2024.

Prior to his appointment, Mr.

Burns served as Head of Financial Planning, Operations, and Decision Support since joining the Company in November 2022.

Kozik was appointed as the Company’s Executive Vice President and Chief Financial Officer effective October 28, 2024.

Prior to joining the Company, Mr.

Burns was with Harley-Davidson Motor Company, holding various positions in Finance and Investor Relations from August 2011 through November 2022.

From June 2007 to August 2011, Mr.

Burns was with MillerCoors Brewing Company, serving as a Manager, following ten years with Ernst & Young and seven years with American Express Financial Advisors.

Kozik served as Senior Vice President—Global Corporate Finance of ManpowerGroup, a leading global workforce solutions company, after having served as Senior Vice President—North America Finance and Shared Services of ManpowerGroup from August 2018.

Prior to ManpowerGroup, from May of 2016 to August of 2018, Mr.

Kozik served first as the Chief Financial Officer of Mortara Instrument, and subsequently as Vice President and General Manager for the business.

Kozik started his career at General Electric in 1999 and worked in roles of increasing scope and global responsibility, ending as the Chief Financial Officer of the Global Ultrasound business unit of GE Healthcare in 2016.

Chack, Executive Vice President - Operations, joined the Company in July 2024 and leads all aspects of Enerpac’s global operations, including oversight for manufacturing, procurement, logistics, continuous improvement, quality, and reliability.

Prior to joining Enerpac, Mr.

Prior to joining Enerpac, from November 2021 to July 2024, Mr.

Chack was SVP Supply Chain for Mohawk Industries.

Before his time at Mohawk, Mr.

Before his time at Mohawk, from January 2018 to July 2021, Mr.

Chack was SVP Global Operations & Supply Chain for Briggs & Stratton and held global operations leadership roles at SPX Corporation and IDEX Corporation.

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In addition, he served as an Infantry Officer in the Marine Corps.

James Denis, EVP, General Counsel, Company Secretary & Chief Compliance Counsel, has served in this capacity since September 2022.

He joined the Company in 2013 as our Global Litigation Counsel and was promoted to Regional General Counsel for the Americas and APAC in October 2018 and Assistant General Counsel in March 2020.

In December 2021, he was appointed Acting General Counsel and Corporate Secretary.

Popp, Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Counsel, joined the Company in July 2025.

Before joining the Company, Mr.

Denis was a shareholder with the law firm of Reinhart Boerner Van Deuren s.c., where he was a member of the firm’s Products Liability and Insurance Risk Management Teams.

Benjamin Topercer, EVP and Chief Human Resource Officer, joined the Company in February 2022 and leads the global human resources function, including our global HSSEQ organization, as well as our DEIB initiatives and communications function.

Popp served as Regional General Counsel-Americas and Corporate Secretary of JBT Marel Corporation since September 2014, having served over the prior ten years in various in-house legal counsel positions with Kraft Foods Group, Inc., TMK IPSCO, Reyes Holdings L.L.C.

and IPSCO Inc.

Benjamin Topercer, Executive Vice Principal and Chief Human Resource Officer, joined the Company in February 2022 and leads the global human resources function, including our global HSSEQ organization, as well as our communications function.

From June 2016 until he joined Enerpac, Mr.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business