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ENERPAC TOOL GROUP CORP.

648 N. Plankinton Ave., 4^th Floor

Milwaukee, Wisconsin 53203

(262) 293-1500

By Order of the Board of Directors,

E. JAMES FERLAND

Milwaukee, Wisconsin

December 22, 2025

 

 

648 N. Plankinton Ave., 4^th Floor

Milwaukee, Wisconsin 53203

(262) 293-1500

This Proxy Statement and accompanying proxy are being first sent to

shareholders on or about December 22, 2025.

This Proxy Statement and accompanying proxy are furnished to the shareholders of Enerpac Tool Group Corp. (the “Company,” “Enerpac,” “we,” or “us”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the virtual Annual Meeting of Shareholders on February 4, 2026 (the “Meeting”), and at any adjournment thereof. Accompanying this Proxy Statement is a Notice of Annual Meeting of Shareholders and a form of proxy for the Meeting. The Company’s 2025 Annual Report to Shareholders (the “Annual Report”), which includes its Annual Report on Form 10-K for the fiscal year ended August 31, 2025 (without exhibits), accompanies this Proxy Statement and contains financial statements and certain other information concerning the Company.

This year, the Meeting will be held solely by means of remote communication, and there will be no in-person meeting location. The Meeting is open to all holders of our common stock as of the Record Date (as defined below). Shareholders will be able to attend and participate in the virtual meeting, including voting their shares and asking questions. To attend and participate in the Meeting, visit www.virtualshareholdermeeting.com/EPAC2026 and enter the 16-digit control number listed on your proxy card or voting instruction form.

The Meeting will begin promptly at 2:00 p.m., Central Time, on February 4, 2026. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the virtual platform and ensure that you can hear the streaming audio. You may log into the virtual platform beginning at 1:45 p.m., Central Time, on February 4, 2026.

The virtual annual meeting is supported across different online browsers and devices (desktops, laptops, tablets and cell phones). Please be certain you have the most updated version of the applicable software and plugins. Also, you should ensure that you have a strong Internet connection from wherever you intend to participate in the virtual annual meeting.

If you encounter any difficulties accessing the Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Technical support will be available starting at 1:00 p.m., Central Time, on February 4, 2026.

The record date for shareholders entitled to notice of and to vote at the Meeting is the close of business on December 1, 2025 (the “Record Date”). As of the Record Date, 52,773,605 shares of the Company’s Class A common stock were outstanding. Each share of Class A common stock outstanding on the Record Date is entitled to one vote on all matters submitted at the Meeting. No other class of capital stock was outstanding on the Record Date.

A majority of the votes entitled to be cast, present by means of remote communication or represented by proxy, will constitute a quorum for action at the Meeting. Abstentions will be counted as shares present for purposes of determining the presence or absence of a quorum. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some or all of the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called “broker non-votes”) are also considered to be shares present for purposes of determining whether a quorum exists.

If you hold your shares in an account maintained by a bank, broker or other holder of record (referred to as holding shares in “street name”), these holders are permitted under the rules of the New York Stock Exchange (the “NYSE”) to vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent auditor, even if they do not receive voting instructions from you,

but are not permitted under the rules of the NYSE to vote on Proposals 1 and 3, unless you timely provide them with your voting instructions. It is important, therefore, if you hold your shares through an account maintained by a bank, broker or other holder of record that you timely provide your instructions to them so that your vote with respect to these matters may be cast.

The voting requirements and the procedures described in this section and below are based upon provisions of the Wisconsin Business Corporation Law, the Company’s Restated Articles of Incorporation, as amended, and its bylaws, the rules of the NYSE and any other requirements applicable to the matters to be voted upon.

Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election at a meeting at which a quorum is present (Proposal 1). A “plurality” means that the individuals who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. Shares for which authority is withheld to vote for director nominees and broker non-votes have no effect on the election of directors.

In order to approve the ratification of Ernst & Young LLP as our independent auditor for the fiscal year ending August 31, 2026 (Proposal 2), the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions will have no effect on this proposal. As noted above, banks, brokers or other entities holding your shares in “street name” are permitted to vote on this proposal, even if you do not provide any voting instructions.

In order to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (Proposal 3), the votes cast FOR must exceed the votes cast AGAINST the proposal. Abstentions and broker non-votes will not count in determining the outcome of the vote on this proposal.

Any other business that may properly come before the Meeting, or any adjournment of the Meeting, will be approved if more votes are cast FOR the proposal than are cast AGAINST the proposal. Accordingly, broker non-votes, if any, and abstentions will not be counted in determining the outcome of the votes on any such proposal. The Board of Directors is not aware of any other business to be addressed at the Meeting; however, other business may be addressed if it properly comes before the Meeting.

We are pleased to be distributing our proxy materials to shareholders via the Internet under the “notice and access” approach permitted by the rules of the Securities and Exchange Commission (the “SEC”). As a result, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (a “Notice”) about the Internet availability of the proxy materials instead of a full paper copy of the proxy materials. This approach conserves natural resources and reduces our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting. All shareholders will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Our Proxy Statement and the Annual Report are available at www.proxyvote.com.

The cost of soliciting proxies, including the expense of forwarding to beneficial owners of stock held in the name of another, will be borne by the Company. In addition, officers and employees of the Company may solicit the return of proxies from certain shareholders by telephone or meeting. Such officers and employees will receive no compensation in addition to their regular compensation for such solicitation. The Company may engage a professional proxy solicitation firm to assist us in the solicitation of proxies and provide us with advice and support related to solicitation. If we engage such a firm for these services, we do not expect the total costs to us for its services to exceed $20,000.

Via the Internet before the Meeting. If you hold your shares directly—that is, not in an account maintained by a bank, broker or other holder of record—then you may vote your shares before the Meeting over the Internet by following the instructions on the Notice or, if you requested a paper copy of the proxy materials, the paper copy of the proxy card that you received. The Internet procedures are designed to authenticate a shareholder’s identity to allow shareholders to vote their shares and confirm that their votes have been properly recorded. The Notice instructs you how to access and review the Proxy Statement and the Annual Report. You will then be directed to select a link where you will be able to vote on the proposals presented. The deadline for Internet voting will be 10:59 p.m., Central Time, on February 3, 2026.

If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions via the Internet depends on the voting process of the bank, broker or other entity through which you hold the shares. Please review the voting instruction form from your bank, broker or other entity through which you hold the shares and complete, sign and return the form you received. You should check your voting instruction form to see if telephone or Internet voting is available to you.

By Telephone. Shareholders who hold their shares directly may vote via telephone using the toll-free number listed on the proxy card. The deadline for telephone voting will be 10:59 p.m., Central Time, on February 3, 2026. If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions by telephone depends on the voting process of the bank, broker or other entity through which you hold the shares. Please follow their directions carefully.

By Mail. Shareholders who hold their shares directly can vote by mail by first requesting a paper copy of the proxy materials, which will include a proxy card, by following the procedures set forth in the Notice. A shareholder receiving a paper proxy card may elect to vote by mail and should complete, sign and date their proxy card and mail it in the postage paid envelope provided. Proxy cards submitted by mail must be received by the time of the Meeting in order for your shares to be voted. If you hold your shares in “street name” through an account with a bank, broker or other entity, your ability to provide voting instructions by mail depends on the voting process of the bank, broker or other entity through which you hold the shares. Please follow their directions carefully.

At the Meeting. Shares held directly in your name as the shareholder of record may be voted by you by attending the Meeting via the Internet and voting during the Meeting. Shares held beneficially in “street name” through an account with a bank, broker or other entity may be voted by you at the Meeting only if you obtain a legal proxy from the bank, broker or other entity that holds your shares giving you the right to vote the shares and bring such proxy to the Meeting. To attend and participate in the Meeting, visit www.virtualshareholdermeeting.com/EPAC2026 and enter the 16-digit control number listed on your proxy card or voting instruction form. Please have your notice in hand when you access the website and then follow the instructions.

Shares Held in Plans. Shares held for the accounts of participants in the Company’s 401(k) Plan (the “401(k) Plan”) will be voted in accordance with the instructions of the participants or otherwise in accordance with the terms of the 401(k) Plan. Shares held for the accounts of the participants in the Company’s Deferred Compensation Plan (the “Employee Deferred Compensation Plan”) will be voted by the rabbi trust associated with the Employee Deferred Compensation Plan, as directed by the Company.

A proxy may be revoked, prior to its exercise, by executing and delivering a later-dated proxy, by delivering written notice of the revocation of the proxy to the Corporate Secretary prior to the Meeting, by voting on the Internet after you have given your proxy (only your latest Internet or telephone proxy submitted prior to the Meeting will be counted) or by attending and voting at the Meeting. Attendance at the Meeting, in and of itself, will not constitute a revocation of a proxy. Please note that any re-votes by mail or proxy revocations must be received by our Corporate Secretary at Enerpac Tool Group Corp., 648 N. Plankinton Ave., 4th Floor, Milwaukee, Wisconsin 53203 prior to the Meeting in order to be effective.

Unless previously revoked, the shares represented by all properly executed proxies received in time for the Meeting will be voted in accordance with the shareholder’s directions. If no directions are specified on a duly submitted proxy, the shares will be voted, in accordance with the recommendations of the Board of Directors, FOR the election of the directors nominated by the Board of Directors, FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor, FOR the approval, on a non-binding basis, of the compensation of our named executive officers as described in this Proxy Statement, and in accordance with the discretion of the persons appointed as proxies on any other matters properly brought before the Meeting.

The Board of Directors currently consists of ten members. Directors are elected annually for one-year terms. Alfredo Altavilla and Judy L. Altmaier are not standing for re-election as directors at the Meeting, and, effective at the commencement of the Meeting, the authorized number of directors will be reduced to eight members. We thank Mr. Altavilla and Ms. Altmaier for their thoughtful and diligent service to Enerpac.

Accordingly, at the Meeting, eight directors will be elected to serve until the next annual meeting of shareholders and until their successors shall be elected and qualified. The Board of Directors has nominated the eight individuals listed below for election as directors at the Meeting. Each of these nominees is presently serving as a director of the Company and was most recently elected by the shareholders at the Company’s annual meeting held in February 2025.

It is the intention of the persons named in the accompanying form of proxy to vote such proxy for the election of the persons named below, unless otherwise instructed by a shareholder in a completed proxy that is timely submitted. In the event any of the nominees should become unable to serve as a director, an eventuality which management has no reason to believe will occur, proxies may be voted for another nominee.

The Board has nominated each of the following individuals for election for a one-year term expiring at the annual meeting of shareholders to be held in 2027.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE NOMINEES.

Ernst & Young LLP has been our independent registered public accounting firm since 2020, and has performed an audit of our consolidated financial statements for the fiscal year ended August 31, 2025 and the effectiveness of our internal control over financial reporting as of August 31, 2025. The Board of Directors recommends that the shareholders ratify the appointment of Ernst & Young LLP to audit the consolidated financial statements of the Company and the effectiveness of the Company’s internal control over financial reporting for the fiscal year ending August 31, 2026. Shareholder ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors is not required by the Company’s bylaws, but the Audit Committee is submitting the appointment of Ernst & Young LLP for shareholder ratification because the Audit Committee values shareholders’ views on the Company’s independent auditors. If the shareholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain Ernst & Young LLP. The Audit Committee also retains the right to direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

The Audit Committee is solely responsible for retaining or terminating the Company’s independent auditors. A representative of Ernst & Young LLP is expected to attend the Meeting and will have the opportunity to make a statement and respond to appropriate questions.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS.

We are asking our shareholders to approve, on a non-binding advisory basis, the compensation of the executive officers named in the Summary Compensation Table included in this Proxy Statement (the “Named Executive Officers” or “NEOs”), as disclosed in the Executive Compensation section and the accompanying compensation tables and narrative discussion contained in this Proxy Statement. The Talent Development and Compensation Committee has overseen the development and implementation of our executive compensation programs, which are designed to drive long-term success and increase shareholder value. We utilize our executive compensation programs to provide competitive compensation within our industry peer group that will attract and retain executive talent, encourage our leaders to perform at a high level by linking compensation with financial and performance milestones and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards.

Our overall executive compensation program is founded on several guiding principles, which we believe emphasize a pay-for-performance philosophy, reflect market practice and incentivize both short-term and long-term performance while discouraging excessive risk-taking:

We believe that our pay-for-performance objectives result in compensation that reflects our financial results, stock price performance and other performance objectives described in the Compensation Discussion and Analysis. Accordingly, the Board of Directors requests our shareholders to approve, on an advisory basis, the compensation of our NEOs. Although the outcome of this advisory vote is non-binding, the Talent Development and Compensation Committee and the Board of Directors will review and consider the outcome, among other factors, when making future compensation decisions for our NEOs.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE EXECUTIVE COMPENSATION SECTION AND THE ACCOMPANYING COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED IN THIS PROXY STATEMENT.

The following table sets forth, as of October 31, 2025, unless otherwise indicated, certain information with respect to the beneficial ownership of common stock by persons known by the Company to beneficially own more than 5% of the outstanding shares of the Company’s Class A common stock, by the directors, by each current and former executive officer of the Company named in the Summary Compensation Table below, and by the Company’s directors and executive officers employed at October 31, 2025 as a group. Information with respect to the beneficial ownership of an executive officer not employed as of October 31, 2025 is presented as of the date of the former executive officer’s termination of service.

The beneficial ownership information set forth above is based on information furnished by the specified persons or known to the Company and is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as required for purposes of this Proxy Statement. Shares are deemed to be beneficially owned by any person or group who has the power to vote or direct the vote or the power to dispose or direct the disposition of such shares, or who has the right to acquire beneficial ownership thereof within 60 days. Such beneficial ownership information is not necessarily to be construed as an admission of beneficial ownership for other purposes.

Directors are elected at each annual meeting to serve for a one-year term. Directors are elected by a plurality vote. Our Corporate Governance Guidelines provide for a mandatory retirement age of directors, specifying that no director after attaining the age of 75 will be nominated for re-election.

The Board elects a Chair each year. The positions of Chair of the Board and Chief Executive Officer are separated between Mr. Ferland and Mr. Sternlieb. This allows our CEO, Mr. Sternlieb, to focus on the day-to-day business operations, while the Chair leads our Board in providing strategic direction, oversight and advice to management. The Board does not have a fixed policy regarding whether to have an executive or non-executive Chair and retains the authority to modify this leadership structure as appropriate to best address the Company’s circumstances and advance the interests of all shareholders.

The Board Chair’s responsibilities include presiding over executive sessions of the independent directors, liaising between the Chief Executive Officer and independent directors, consulting with the Chief Executive Officer as to appropriate scheduling and agendas of meetings of the Board, serving as the principal conduit for communications directed from shareholders to employees and the non-employee directors, and leading the annual assessment of Board and committee performance.

The Board has three standing committees—the Audit Committee, the Governance and Sustainability Committee and the Talent Development and Compensation Committee—each of which has a charter. The Board appoints the members of these committees after considering the recommendations of the Governance and Sustainability Committee. There were 12 meetings of the Board during the fiscal year ended August 31, 2025 (“fiscal 2025”). All members of the Board serving during fiscal 2025 attended at least 75% of the aggregate number of meetings of the Board and all the committees on which they served which were held during the respective director’s period of service. The Company has no formal policy with respect to the attendance of the directors at the Company’s annual meeting of shareholders. All of the directors attended the 2025 annual meeting of shareholders.

Current Board committee membership and functions appear in the following table.

The non-executive directors of the Board regularly meet in the absence of management. Mr. Ferland, the Board Chair, presides at these sessions.

The Board has determined that each of Mr. Altavilla, Ms. Altmaier, Mr. Clarkson, Mr. Cunningham, Mr. Ferland, Ms. Healy, Mr. Holder, Ms. Minella and Mr. Simmons (i) is independent within the definitions contained in the current listing standards of the NYSE and the Company’s Corporate Governance Guidelines and (ii) has no other material relationship with the Company that could interfere with his or her ability to exercise independent judgment. In addition, the Board has determined that each member of the Audit Committee is “independent” within the definition contained in current NYSE and SEC rules. The Board has determined that all members of the Audit Committee meet the financial literacy requirements of the NYSE and each of Mr. Cunningham, Ms. Healy, Mr. Holder and Ms. Altmaier qualifies as an “audit committee financial expert” as defined by the SEC.

The Board oversees management’s establishment and execution of the Company’s strategy and operational priorities, capital allocation, governance framework, human capital management and enterprise-wide risk management, which are designed to support long-term organizational performance, ensure alignment with stakeholder expectations and enhance shareholder value. While the Board has the ultimate oversight responsibility for these matters, its committees assist it with certain areas of oversight. The Audit Committee focuses on legal, compliance, information security and cybersecurity, and financial risks (including internal controls). The Talent Development and Compensation Committee focuses on compensation and human capital risks and management. The Governance and Sustainability Committee supports the Board’s oversight of corporate governance, sustainability, and environmental, health and safety risks and practices.

The Board has adopted the Company’s Corporate Governance Guidelines (the “Guidelines”). The Guidelines provide that the Board is elected by the shareholders to provide oversight and guidance to management with a view to increasing shareholder value over the long term. The Guidelines cover various topics, including, but not limited to, director independence, board and committee composition, board operations and leadership development. The Governance and Sustainability Committee of the Board monitors and oversees the application of the Guidelines and annually recommends to the Board any changes to the Guidelines and the Company’s governance practices. Each committee has a written charter that is approved by the Board and annually evaluated by the committee, as well as by the Governance and Sustainability Committee.

The Board has adopted the Company’s Code of Conduct (“Code of Conduct”), which is called “The Tools for Doing What’s Right.” The Code of Conduct sets out the Company’s commitment to values-based business behavior and each officer’s, director’s and employee’s individual responsibility for ensuring they and other Company representatives adhere to high ethical standards and always act in the best interests of the Company and its stakeholders. The Company also has a Code of Ethics Applicable to Senior Finance Executives (“Code of Financial Ethics”), which applies to its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Corporate Controller, or persons performing similar functions. The Code of Conduct and Code of Financial Ethics are reviewed annually by the Governance and Sustainability Committee. In addition, the Audit Committee reviews the actions management is taking to maintain an ethical culture, including how management promotes an environment in which employees can raise ethical concerns without fear of retaliation. At the Audit Committee’s quarterly meetings, the committee is informed of all compliance concerns submitted to management and the Company’s Ethics Hotline.

The Company has adopted a Supplier Code of Conduct, which outlines our expectation that suppliers demonstrate the highest standards of business conduct, integrity and adherence to the law. The Supplier Code of Conduct applies to suppliers, vendors, consultants, contractors and other third parties and provides specific guidance regarding suppliers’ responsibilities to comply with all applicable laws and regulations, inform the Company of concerns and operate responsibly with respect to the Company’s standards for anticorruption, the environment, social and human rights, and other matters.

Elements of the Company’s strategy are discussed at every regularly scheduled Board meeting. At these reviews, the Board and management discuss operational and strategic priorities, conditions and trends in the Company’s markets, identified risks and associated mitigation strategies, and short-term and longer-term challenges to the achievement of the Company’s objectives. The Board also regularly discusses investor feedback and expectations, capital allocation plans, the Company’s acquisition pipeline, and management’s multi-year plans for organic and inorganic growth, including opportunities in vertical markets the business serves and those into which it is positioned to expand.

The Company’s executive leadership and senior leadership team are responsible for executing the Company’s enterprise-risk-management program, which involves the internal audit function. The program is implemented through quarterly management reviews of strategic, financial, operational, human capital, legal and other risks with key operational and functional personnel globally and of the efficacy of mitigation actions

being pursued for each risk. The Board is responsible for oversight of the Company’s overall risk management framework and, on a rolling quarterly basis, conducts a focused review of the Company’s most significant risks and the policies and practices implemented to mitigate those risks. In addition, throughout the year, the Board and its committees have detailed discussions with management concerning specific risk areas and mitigation processes.

The Audit Committee provides oversight of management’s efforts to mitigate cybersecurity risk and respond to cyber incidents, which include assistance from third-party experts to test and enhance the efficacy of the Company’s cybersecurity processes in accordance with the latest security protocols. The Audit Committee engages in a comprehensive annual overview of the Company’s cybersecurity framework but also receives briefings from management throughout the year on cybersecurity matters, emerging risks and the steps being taken to address these risks. Management processes to mitigate cybersecurity risks, and related reports to the Audit Committee, include simulations and plans for how to respond to cybersecurity incidents, should they occur, and comply with legal and regulatory requirements in such circumstances. All employees and others with access to Company information systems receive comprehensive and periodic training on data and cybersecurity security practices, including regular training on how to spot fraudulent and phishing emails.

In establishing and reviewing our executive compensation program, the Talent Development and Compensation Committee considers, among other things, recommendations from shareholders and proxy advisory firms, whether the Company’s compensation programs reward executives for performance and whether the programs encourage unnecessary or excessive risk taking. The Talent Development and Compensation Committee annually performs a compensation risk assessment, including a review of material incentive and sales compensation plans. The Talent Development and Compensation Committee, with assistance from an independent compensation consultant, has overseen the implementation of several mitigating factors to help reduce the likelihood of undue risk-taking related to compensation arrangements, including, but not limited to, the use of various measures (such as organic sales growth, adjusted EBITDA, adjusted EBITDA margin, free cash flow conversion, total shareholder return (“TSR”), return on invested capital (“ROIC”) and adjusted earnings per share) in a balanced mix of annual and long-term incentive plans, use of multiple types of incentives (cash, restricted stock units and performance shares), executive stock ownership guidelines that help align incentives with long-term company stock price appreciation, executive compensation clawback policies and an anti-hedging policy. The Talent Development and Compensation Committee and Board believe that the Company’s compensation policies and practices do not encourage unnecessary or excessive risk taking and are not likely to promote other behavior that could result in a material adverse event for the Company.

The Governance and Sustainability Committee oversees the execution of the Company’s environmental sustainability strategy, which reflects the Company’s commitment to operating sustainably, innovating for the environment and assisting in the global transition to clean energy, and supporting global efforts to reduce greenhouse gas emissions. Energy efficiency is embedded in our new product development strategy and practices, and our Centers of Excellence challenge themselves to regularly deliver innovative solutions tailored to the exacting demands of our customers for more energy-efficient, electric and sustainable products. Examples of our products that support the shift to renewable energy sources are our specialized tools to build and maintain wind turbines. Other product innovations reflect our commitment to energy efficiency and reduced environmental impacts, such as the expansion of our lines of battery-powered tools, use of recycled materials in our new pump designs and size and weight reductions on many new product designs.

Our commitment to the environment and to supporting efforts to combat climate change also extends to how we run our operations. We have implemented an environmental management system to monitor and manage the environmental impacts of our operations, ensure compliance with relevant regulations and focus on continuously reducing waste. We have also launched programs to conduct energy efficiency assessments at all our locations globally with the objective of reducing electricity and natural gas consumption across our operations as well as improving our waste recycling practices and reducing waste that our facilities send to landfills. Additional information on our environmental sustainability program may be found at www.enerpactoolgroup.com/sustainability/.

Our human capital management strategy and practices are generally overseen by our Board with assistance from the Talent Development and Compensation Committee and the Governance and Sustainability Committee. Our strategy 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 and skills of our workforce are critical to our future success and ability to deliver shareholder value. Our development framework starts with robust performance management. Together with their leaders, employees establish annual goals and objectives that clearly align with our organizational commitments. We monitor progress throughout the year, with candid and frequent dialogue encouraged along the way. Annually, our senior leadership team reviews the skills and roles we require to execute our corporate strategy and to identify development opportunities for our emerging talent. Succession planning and talent development is conducted on an ongoing basis to identify top candidates for key roles. We promote a longer-term view by inviting employees to work with leaders to create their own unique individual development plans. Training programs in many different modalities are available for all levels

throughout Enerpac, addressing a wide variety of skills and competencies, both general and technical. We believe in coaching and the sharing of perspectives and in facilitating 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.

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, and spousal and dependent life coverage. 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 (ESPP) that allows employees to buy company shares at a 15% discount (up from 10% in fiscal 2024) and flexible work arrangements. 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 $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.

The safety, health, and well-being of our employees, contractors, and visitors at our sites globally is our top priority and a principle that is deeply embedded in our culture. Our health, safety, security, environment, and quality (“HSSEQ”) programs and training are fully embraced by our leaders and employees at all levels and translate into an enterprise-wide mandate to provide healthy, safe and productive work environments and deliver high standards of safety and quality in products, services and solutions for our customers and end-users. At the heart of our HSSEQ efforts is a desire to foster a culture of continuous improvement and employee empowerment through training, frequent and constructive management engagement, a risk-based evaluation of business activities and behaviors, and the deployment of programs and resources to mitigate those risks. We continually track and report our performance, including through reviews of incidents, near-misses, and quality issues, and management accountability and discussion of these improvement opportunities is a cornerstone of all business reviews.

The Governance and Sustainability Committee has the lead role in identifying director candidates, including the slate of directors presented for election at the Company’s annual meeting of shareholders. The Governance and Sustainability Committee will consider recommendations from shareholders concerning the nomination of directors. Recommendations should be submitted in writing to the Company and state the shareholder’s name and address, the name and address of the candidate, and the qualifications of and other detailed background information regarding the candidate.

Nominees for director are selected on the basis of experience, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time to Board duties. The Board is committed to an inclusive membership, embracing diversity with respect to background, experience, age, skills, education, special training and viewpoints. Our Governance and Sustainability Committee believes it is important to refresh the Board’s membership and skills by adding new directors from time to time. The Board currently includes three directors who identify as female and one director who identifies as Black.

The Governance and Sustainability Committee’s objective is to assemble and maintain a Board that provides an optimized mix of skills, experience and perspectives to provide oversight and strategic guidance and maximize shareholder value in the context of the Company’s current or expected circumstances. In evaluating director nominees, the Governance and Sustainability Committee considers a range of factors and circumstances, including the following:

The Governance and Sustainability Committee also may consider such other factors in addition to the foregoing as it deems are in the best interests of the Company and its shareholders. In order to ensure our directors have adequate time to fulfill their duties, the Board limits participation of our directors on boards of other public companies to one such board with respect to our CEO and four such boards with respect to our non-CEO directors.

The Governance and Sustainability Committee believes it is appropriate that at least one, and preferably several, members of the Board meet the criteria for an “audit committee financial expert,” as defined by SEC rules, and that a substantial majority of the members of the Board meet the definition of “independent director” under NYSE listing standards. The Governance and Sustainability Committee also believes it is appropriate for the Chief Executive Officer, and if circumstances warrant, other members of the Company’s management, to serve on the Board.

The Governance and Sustainability Committee identifies nominees for election to the Board by, among other considerations, evaluating the skills of the current members of the Board, their performance and contributions to deliberations, their tenure on the Board and other relevant circumstances. Current members of the Board with skills and experience to support the Company’s needs and strategic priorities and who are willing to continue to commit the time and attention to serve as directors generally are nominated for re-election, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. From time to time, the Governance and Sustainability Committee will determine to add new directors to the Board to enhance its capabilities, with such new directors being identified by a variety of means, including the recommendation of shareholders or existing directors or the assistance of third-party recruiters to identify and evaluate the qualifications of candidates satisfying the Board’s criteria for new directors.

A summary of Board governance considerations and the experience and skills of each nominee for election as director follows:

In order to ensure appropriate representation on the Board, our Corporate Governance Guidelines include a policy regarding director resignation from the Board. The guidelines provided that if a director resigns or materially changes his or her position with his or her employer or becomes aware of circumstances that may adversely reflect upon the director or Enerpac, such director should notify the Governance and Sustainability Committee and the Company’s General Counsel of such circumstances. Under the guidelines, the Governance and Sustainability Committee will consider the circumstances and may in certain cases recommend that the Board request that the director submit his or her resignation from the Board if, for example, continuing service on the Board by the individual is not consistent with the criteria deemed necessary for continuing service on the Board.

Shareholders and other interested parties who want to communicate with the Board, the non-employee directors as a group, or any individual director, can write to: Enerpac Tool Group Corp., Attention: Chair of the Board of Directors, 648 N. Plankinton Ave., 4th Floor, Milwaukee, Wisconsin 53203. Your letter should indicate whether you are a shareholder. Depending on the subject matter, management will:

The Corporate Governance Guidelines and Code of Conduct document the Company’s policies regarding conflicts of interest and related-party transactions. Under these policies, any related party transaction or potential conflict of interest involving an executive officer, director or 5% shareholder is reviewed by legal counsel and referred to the Audit Committee for final resolution.

The Company is not aware of being party to any transaction during fiscal 2025 in which an executive officer, director or 5% shareholder had a direct or indirect material interest.

During fiscal 2025, no member of the Talent Development and Compensation Committee served as an officer, former officer or employee of the Company or had a relationship disclosable under “Certain Relationships and Related Person Transactions.” Further, during fiscal 2025, no executive officer of the Company served as:

Copies of the charters of the Audit Committee, Governance and Sustainability Committee and Talent Development and Compensation Committee, the Corporate Governance Guidelines, the Code of Conduct and the Code of Financial Ethics are available on the Corporate Governance section of the Company’s website at www.enerpactoolgroup.com. They also may be obtained, free of charge, upon written request directed to our Executive Vice President, General Counsel & Secretary, Enerpac Tool Group Corp., 648 N. Plankinton Ave., 4th Floor, Milwaukee, Wisconsin 53203, or by telephone at (262) 293-1500.

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee represents and assists the Board of Directors in fulfilling its oversight responsibility relating to (i) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal control over financial reporting; (ii) the performance of the internal audit function; (iii) the annual independent audits of the Company’s financial statements and management’s report regarding the effectiveness of the Company’s system of internal control over financial reporting; (iv) the compliance by the Company with legal and regulatory requirements, including the Company’s disclosure controls and procedures; and (v) the fulfillment of the other responsibilities set out in the Audit Committee’s charter. The Audit Committee has the responsibility for the engagement and retention of the Company’s independent registered public accounting firm, the evaluation of its qualifications, independence and performance, and the approval of all audit and other engagement fees.

In discharging its responsibilities, the Audit Committee is not itself responsible for planning or conducting audits or for any determination that the Company’s financial statements are complete and accurate or presented in accordance with generally accepted accounting principles. The Company’s management is primarily responsible for its financial statements and the quality and integrity of the reporting process. The independent registered public accounting firm, Ernst & Young LLP, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles and an opinion on the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of the Company’s results of operations and financial position and the assessment of the Company’s internal control over financial reporting. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

Additionally, the Audit Committee has done, among other things, the following:

Based upon the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

No member of the Audit Committee is employed by, or has any other material relationship with, the Company. The Board of Directors has determined that at least one member of the Audit Committee qualifies as an “audit committee financial expert” under Securities and Exchange Commission regulations, and the Audit Committee is comprised entirely of independent directors as required by the NYSE listing standards and the applicable rules of the Securities and Exchange Commission.

THE AUDIT COMMITTEE

This section of the proxy provides information regarding the compensation program for our Chief Executive Officer, our Chief Financial Officer, the three other most highly compensated executive officers serving at August 31, 2025, our former Interim Principal Financial Officer and our former Executive Vice President, General Counsel, Secretary and Chief Compliance Counsel. These individuals are collectively referred to as the Named Executive Officers (“NEOs”). The NEOs for fiscal 2025 are as follows:

The Company is committed to developing and implementing an executive compensation program that directly aligns the interests of the NEOs with the long-term interests of shareholders. With this goal in mind, the Talent Development and Compensation Committee of the Board of Directors (referred to in this section of the Proxy Statement as the “Committee”) has developed an executive compensation program that is designed to:

Executive compensation opportunities are aligned with our overall business strategy for driving sales growth and improving operating metrics, margin expansion, earnings, cash flow generation and return on invested capital. The Company’s executive compensation program for fiscal 2025 was designed, and the performance measures for incentive compensation awards made in fiscal 2025 were established, in the face of continued economic uncertainty globally. In awarding incentive compensation opportunities to the NEOs in fiscal 2025, the Committee selected stretch goals for the target payout levels, as an incentive to build on the strong financial performance in fiscal 2024. For fiscal 2025, our net sales were at the bottom end of our guidance range announced at the beginning of the fiscal year, while our adjusted EBITDA reported for the fiscal year was at the midpoint of our initial guidance range for the year. Accordingly, while we achieved 1.0% growth in fiscal 2025 in organic sales, this was short of our stretch goal at target of 2.0% as global economic uncertainty persisted, in part reflective of geopolitical concerns. Despite not fully achieving expectations for sales growth, we achieved performance approaching or above the stretch target goals for adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion—the other financial metrics under our annual bonus awards in fiscal 2025. This performance reflected continued focus on capturing productivity and efficiency gains and further expanding gross margins. As a result, the annual bonus payment based on these four financial metrics was 100.7% of the target amount. Our long-term equity performance awards for the three-year period ended August 31, 2025 paid out based on our return on invested capital and our relative total shareholder return for the three-year period and our adjusted earnings per share in each of the fiscal years in that period. Our return on invested capital for the period was 23%, far exceeding the maximum payout level set for this metric of 12%, while our relative total shareholder return for the period was at the 73rd percentile, approaching the maximum payout level at the 75th percentile, and the amount of our adjusted earnings per share exceeded the maximum level for the first fiscal year in the period and was between the target and maximum levels for each of the other two fiscal years in the period, with the average payout level for this metric being 167% of target, resulting in a payout at 186% of the target opportunity for these awards. Given these balanced results, the Committee believes that the Company’s executive compensation programs are effectively linked to performance.

The Committee remains committed to linking executive compensation to performance metrics that align the interests of the NEOs with the long-term interests of shareholders. By recruiting talented and experienced executive officers to join the Company and providing them with compensation that incentivizes both retention and driving Company performance, the Committee is focused on improving shareholder value.

The Company’s executive compensation program is designed to align with our financial and strategic objectives, which are intended to create shareholder value. The Company is well-positioned to deliver long-term shareholder value through a sustainable business model built on well-established brands, robust global distribution and broad end markets, the Company’s four-pillar growth strategy, disciplined capital deployment, and an experienced leadership team. The key tenets of our business model center on creating best-in-class returns through growth of our core businesses, driving efficiency and profitability, generating strong cash flow, and prudently deploying our capital. We intend to create organic growth in excess of our markets through market share capture, product innovation, commercial effectiveness, and expansion in our industries and within our regions. In addition to organic growth, we also focus on adjusted EBITDA margin expansion by reducing our structural and SG&A costs, optimizing our manufacturing footprint, and employing strategic sourcing programs. Cash flow generation is critical to achieving our financial and long-term strategic objectives and is achieved through expanding profit margins and driving improvement in working capital. Finally, we are focused on improving returns on invested capital through investing in internal capital projects, maintaining a strong balance sheet, making acquisitions aligned with our strategy, and opportunistically acquiring our own shares.

At the Company’s annual meeting held in February 2025, shareholders overwhelmingly supported the advisory proposal to approve the compensation of the NEOs as disclosed in the proxy statement for that annual meeting, with the approval of approximately 97% of the Company’s common stock that voted either “for” or “against” the proposal. The Company engages with shareholders to gather feedback on its compensation programs, which has led to changes that strengthen the link between executive pay and Company performance. We will continually assess and modify the Company’s executive compensation program to incorporate shareholder input, industry trends and competitive compensation practices.

The Committee engages in an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and objectives and aligns with the Company’s business objectives. In connection with this ongoing review, and based on feedback received from our shareholders, the Committee implements and maintains what it believes are best practices for executive compensation and reinforcing the Company’s compensation philosophy. Below is a summary of those practices.

The Committee is primarily responsible for overseeing the Company’s executive compensation program and considers advice from an independent compensation consultant regarding competitive market pay practices. During each year, the Company’s CEO and management team also provide the Committee specific information related to NEO performance, compensation data and financial results.

The Committee establishes the Company’s executive compensation philosophy and administers the overall executive compensation program. The Committee reviews and approves all components of the compensation program, establishes objectives for NEOs that are aligned with the Company’s business and financial strategy, and determines compensation levels for NEOs. CEO compensation is recommended by the Committee to the members of the Board who are independent directors for approval. The Committee monitors the performance of NEOs (other than the CEO) through verbal updates regarding their annual reviews completed by the CEO. A separate evaluation of the CEO’s performance is conducted in cooperation with the Chair of the Board. The Committee recommends to the Board compensation actions with respect to the CEO, which determinations are approved by the independent members of the Board.

The Committee has the authority to engage the services of outside advisors, experts and others to assist in performing its responsibilities. The Committee utilized the services of Mercer, LLC (“Mercer”) as its independent compensation consultant in designing the executive compensation program for fiscal 2025. Mercer assisted the Committee by evaluating executive compensation, analyzing pay alignment with financial and stock performance, providing general compensation trends and competitive market data and benchmarking, and participating in the design and implementation of certain elements of the executive compensation program. Mercer did not make specific recommendations on individual compensation amounts for the executive officers or independent directors, nor did it determine the amount or form of executive and director compensation.

In selecting Mercer as the Committee’s compensation consultant, the Committee considered its independence by taking into account the factors prescribed by the NYSE listing rules. In its role as the Committee’s independent compensation advisor, Mercer provided written confirmation of its independence and the existence of any potential conflicts of interest. The Committee also reviewed the respective policies and procedures that Mercer maintains to prevent conflicts of interest, evaluated whether there are personal or business relationships between Mercer and members of the Committee, and validated that employees of Mercer who perform consulting services do not own the Company’s common stock. Based on this evaluation, the Committee determined that no conflict of interest exists with respect to Mercer.

The CEO, in consultation with the Human Resources function, develops recommendations for the compensation of the other executive officers for the Committee to consider. The CEO considers various factors when making recommendations, including external market data provided by the Committee’s independent compensation consultant, the relative importance of the executive’s position within the organization, the executive’s tenure and experience and the executive’s performance and contributions to the Company’s results.

The CEO, with assistance from Human Resources and Finance personnel, monitors existing compensation plans and programs applicable to NEOs and other executives, recommends financial and other targets to be achieved under those programs, prepares analyses of financial data, peer comparisons and other briefing materials for the Committee in making its decisions, and, ultimately, implements the Committee’s decisions.

The Committee reviews general industry survey data as well as compensation practices for certain publicly traded U.S. companies with which the Company considers it competes for executive talent (the “Peer Group”). In evaluating compensation decisions for fiscal 2025, it used executive compensation and incentive-plan-design data compiled by Mercer for the Peer Group and other relevant companies to assess the reasonableness and appropriateness of both pay levels and design of compensation programs. The companies in the Peer Group used in making compensation decisions with respect to fiscal 2025 are as follows:

The Committee selected the companies for the Peer Group in April 2025. The only change from the prior year’s Peer Group was the removal of Barnes Group Inc., which was acquired in a take-private transaction, and the inclusion of Zurn Elkay Water Solutions Corporation, which was added to replace Barnes Group Inc. and to continue to align the group’s median revenues and market capitalizations with the Company. The 2025 revenues of the Peer Group expected at that time ranged from $2.0 billion to $492 million, with a median of $1.0 billion, with market capitalizations at that time ranging from $10.2 billion to $488 million, with a median of $3.4 billion.

To determine NEO compensation for fiscal 2025, the Committee considers factors such as the level of responsibility, skills and experience required by the position, the executive’s qualifications, the Company’s ability to replace the individual, the overall competitive environment, current and historical compensation levels, performance in the role, length of service, the Committee’s view of internal equity and consistency and other considerations it may feel are relevant. In analyzing these factors, the Committee reviews competitive compensation data and generally targets the 50th percentile for Total Direct Compensation (base salary, annual cash bonus and equity awards), but the Committee retains discretion to consider factors such as individual performance, tenure, experience and responsibility to ensure an executive’s compensation is competitively positioned. In some cases, individual components of compensation may be above the 50th percentile in order to emphasize a particular element or if individual circumstances dictate, but the total compensation package is designed to be market competitive and generally to align with Peer Group practices.

We seek to pay the Company’s executives fairly and competitively and to link pay with performance. The main elements of executive compensation are base salary, a short-term incentive in the form of an annual bonus, and long-term equity incentive awards.

The Company emphasizes compensation opportunities that reward executives when they deliver targeted financial results. A significant portion of executive compensation is equity-based. In fiscal 2025, annual equity incentive awards granted to the NEOs were in the form of time-vesting restricted stock units (“restricted stock units”) and performance-based restricted stock units (“Performance Shares”).

Incentive compensation at target (annual bonus and equity awards) accounted for approximately 84% of Mr. Sternlieb’s Total Direct Compensation opportunity during fiscal 2025 and approximately 60% of the average Total Direct Compensation opportunity of the other NEOs who served as officers on August 31, 2025, other than Mr. Popp. The following chart illustrates the allocation of the Total Direct Compensation at target for these officers of base salary (on an annualized basis), annual bonus and annual equity awards (the chart does not include the signing bonuses or sign-on equity awards to Mr. Kozik or Mr. Chack). We have excluded Mr. Popp from this presentation because he commenced his employment on July 14, 2025 and did not receive any equity awards in fiscal 2025.

 

The NEOs also receive certain perquisites and participate in certain retirement, health and welfare plans.

Base salaries for continuing officers are reviewed annually and established considering the scope and complexity of the role, market competitiveness, individual performance and Company operating performance. Individual performance is evaluated based on achievement of established goals and objectives related to business performance and leadership. Generally, changes in base salary are the result of an annual merit increase, promotion, change in role or market adjustment. Base salaries for newly appointed executive officers are determined based on the scope and complexity of the role, the executive’s prior employment history and experience level, and market competitiveness. Base salary adjustments are typically made in January of each year. In January 2025, the base salary rates of the current NEOs then employed were increased in the range of 3% to 5%, reflecting annual merit adjustments, except for Mr. Kozik, whose salary was set upon the commencement of his employment on October 28, 2024.

Our NEOs, along with other leaders and substantially all U.S. employees, have an opportunity to earn an annual cash bonus based on achievement of certain performance objectives. The four performance metrics implemented within the fiscal 2025 annual bonus plan for all of the NEOs are organic sales growth, adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion. Mr. Burns's annual cash bonus opportunity, established prior to his appointment as an executive officer, included an additional subjective personal performance measure. The diagram below illustrates the fiscal 2025 bonus plan design for the NEOs other than Mr. Burns, whose annual bonus included the additional subjective performance measure.

 

Annual bonus opportunity percentages vary by NEO and are determined based on their scope of duties and responsibilities as well as market and peer group data. Annual cash bonus achievement can range from 0% to 200% of the target annual bonus based on actual performance. The annual bonus payment is calculated for the NEOs based on the actual base salary paid during the fiscal year ended August 31, 2025 and, accordingly, reflects proration from the respective annual base salary rates as they were adjusted during the fiscal year, and for Mr. Kozik, who commenced employment with Enerpac on October 28, 2024, and Mr. Popp, who commenced employment with Enerpac on July 14, 2025, reflects proration from their respective start dates. The following table summarizes the fiscal 2025 annual cash bonus opportunity granted to the NEOs and the weighting of the components of the annual bonus as a percentage of the target annual cash bonus opportunity.

The fiscal 2025 annual bonus was designed to be earned based on performance against organic sales growth, adjusted EBITDA, adjusted EBITDA margin and free cash flow conversion scales approved by the Committee, and, for Mr. Burns, a subjective personal performance assessment. Adjusted EBITDA and adjusted EBITDA margin are calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to exclude annual incentive compensation expense and for certain items selected by the Committee that it believes do not reflect normal operating conditions. These financial metrics align closely to our strategy and shareholder expectations with a focus on profitable growth. The scales were established by the Committee in the first quarter of the fiscal year, considering financial plans, market conditions, year-over-year performance, non-recurring projects and the general economic environment. These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., mergers and acquisitions or restructuring charges) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to the annual bonus financial results, if any, are reviewed and approved by the Committee. Following the completion of a fiscal year, the Committee approves annual bonus payouts based on the extent to which targets were achieved. Fiscal 2025 annual bonus achievement with respect to these financial measures, along with the weighted bonus payout against the target amount for the NEOs other than Mr. Burns and Mr. Denis, is shown below:

The blended result of the achievement outcomes above for the NEOs, other than Mr. Burns and Mr. Denis, is a bonus payout of 100.7% of target. Because they were not employed at the end of the fiscal year, Mr. Burns and Mr. Denis were not entitled to an annual bonus payout for fiscal 2025, though under the Company’s Senior Officer Severance Policy, described below starting on page 37, each received a lump-sum payout that included an amount equal to the amount he would have received as a bonus payment for fiscal 2025 based on achievement at the target level. The following table sets forth for each current NEO the total amount of payouts of annual bonus for fiscal 2025:

As part of the recruitment process with Mr. Kozik and Mr. Popp to join the Company on October 28, 2024 and July 14, 2025, respectively, the Company paid Mr. Kozik a cash bonus of $318,000 and Mr. Popp a cash bonus of $214,000 in connection with their acceptances of the Company’s offers of employment. These bonuses were paid within 60 days of their respective start dates. The signing bonuses were structured to compensate Mr. Kozik and Mr. Popp for compensation that would have otherwise been payable by their respective former employers and, for Mr. Kozik, to cover relocation expenses, and, for Mr. Popp, to cover temporary housing expenses. These bonuses were also designed to provide a retention incentive in the form of an agreement to repay the full amount of the signing bonus in the event such officer voluntarily terminates his employment with the Company (other than for “good reason” as defined under the Company’s Senior Officer Severance Plan) within the first year of his employment and 75%, 50% or 25% of his

signing bonus if he voluntarily terminates his employment (other than for good reason) during the second, third or fourth year of his employment, respectively. The full amounts of Mr. Kozik’s and Mr. Popp’s signing bonuses are included as compensation for fiscal 2025 in the Summary Compensation Table appearing on page 31 in the “Bonus” column.

The terms of Mr. Kozik’s and Mr. Popp’s signing bonuses and sign-on equity awards were consistent with guidelines adopted by the Board in 2024 establishing consistent practices for providing signing bonuses and sign-on equity awards to new executive hires. Under these guidelines, signing bonuses should not exceed the expected amount of short-term incentive cash compensation and the expected value of equity awards scheduled to vest in the next 12 months that the executives would forfeit from their current employer by joining Enerpac. Similarly, the value of sign-on equity awards would not exceed the expected value of longer-vesting equity awards that would be forfeited. The guidelines provide that signing bonuses and sign-on equity awards should not be used to provide additional incentives in recruiting new hires. Payments to cover anticipated relocation transitional expenses not otherwise covered by Enerpac’s relocation policy are to be determined on a case-by-case basis. The guidelines provide for the application of consistent methods in determining the expected value of the forfeited short-term incentive cash compensation and equity awards.

A significant portion of each NEO’s Total Direct Compensation is in the form of equity compensation to create a strong alignment with shareholders. If the Company’s stock price declines, so does the value of the NEOs’ compensation, and vice versa. For the NEOs, the Committee approves an annual target award value for each NEO based on the independent compensation consultant’s benchmarking data and other applicable factors, such as internal equity and individual contributions. In fiscal 2025, the Committee allocated 50% of the target level of shares for annual equity awards to its NEOs as Performance Shares and 50% as restricted stock units, except for Mr. Sternlieb, whose target level of shares for his annual equity awards were allocated as 60% Performance Shares and 40% restricted stock units and for Mr. Kozik and Mr. Chack, who joined the Company on October 28, 2024 and July 22, 2024, respectively, and received, in addition to their annual equity awards, sign-on equity awards of restricted stock units. Mr. Popp, who joined the Company on July 14, 2025, did not receive any equity awards in fiscal 2025 and was granted a sign-on award of restricted stock units on September 15, 2025.

The following describes each type of annual award granted in fiscal 2025 to the NEOs.

The annual Performance Share awards have a three-year performance period, with vesting based on the achievement of specified performance metrics. New three-year performance cycles start annually with grants generally near the beginning of each fiscal year. For fiscal 2025, the Committee selected the following three, equally weighted, performance measures for Performance Share awards: relative total shareholder return (“relative TSR”); return on invested capital (“ROIC”); and adjusted earnings per share. The Company defines these metrics as follows:

Relative TSR aligns the interests of shareholders and executives and is a measure of the Company’s performance relative to its peers rather than a measure of absolute performance. ROIC is an important measure in determining how well the Company deploys capital. Adjusted earnings per share aligns well with the Company’s goal of earnings growth and shareholder value creation. With respect to relative TSR, the targets and vesting scale for Performance Shares granted in fiscal 2025 were as follows (with performance between these levels resulting in vesting based on straight-line interpolation):

The vesting scale is the same for the portion of the Performance Shares based on achievement of ROIC and adjusted earnings per share, with vesting at 50%, 100% and 200% of the target share amount of the award based on the achievement of specified threshold, target and maximum performance levels, respectively, set by the Committee for each of these measures, with performance between these levels resulting in vesting based on straight-line interpolation. The threshold, target and maximum performance levels set by the Committee with respect to the ROIC and adjusted earnings per share measures are not presented in this Proxy Statement because such forward-looking information is confidential and competitively sensitive. In setting these levels, the Committee considered achievement of the target performance level of each of these measures to be a stretch goal. Payout of shares under the Performance

Shares is subject to continued employment, except in the event that employment is terminated as a result of death, disability, a qualifying retirement or is a qualifying termination under the Company’s Senior Officer Severance Plan, in which case the number of shares to be paid out is to be prorated based on the period served during the performance period relative to the full performance period.

For the annual Performance Shares awarded in fiscal 2025, the payout with respect to the relative TSR component is capped at 100% of the target amount if the Company’s absolute total shareholder return for the three-year measurement period is negative. The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for Performance Share grants made to the NEOs in fiscal 2025.

The annual restricted stock units granted to officers in fiscal 2025 generally vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company. The Committee has the ability to vary the vesting schedule for new grants. In addition to the annual restricted stock unit grant to Mr. Kozik, in connection with his recruitment to join the Company, the Committee granted Mr. Kozik restricted stock units in December 2024 in recognition of the forfeiture of equity awards granted to him by his former employer that were scheduled to vest more than six months after the commencement of his employment with the Company. These restricted stock units are scheduled to vest, subject to continued employment, on the second and third anniversary of the grant date, as described in more detail in the table below. In addition, Mr. Chack received a sign-on equity award of restricted stock units in September 2024 in connection with his recruitment to join the Company in July 2024, which vest, subject to continued employment, on the second anniversary of the grant date.

In addition, in the event of termination of employment due to death, the restricted stock units become fully vested, and upon termination of employment due to disability some or all of the restricted stock units may vest as determined by the Committee in its discretion.

In fiscal 2025, the Committee granted annual awards of restricted stock units to executive officers then employed with the Company in November 2024, consistent with its practice of granting restricted stock units in the first fiscal quarter. The Committee granted an additional sign-on award of restricted stock units to Mr. Kozik and Mr. Chack in connection with their recruitment. The sign-on equity award to Mr. Kozik was granted on December 15, 2024 and to Mr. Chack on September 15, 2024, in each case, consistent with the Committee’s practice of granting initial equity awards to new executive hires on the 15th of the month following the quarter in which the executive commenced employment.

The following table summarizes the number of restricted stock units and the grant date fair value of restricted stock unit awards (based on the market price of the shares on the grant date) made to each NEO during fiscal 2025 as part of the annual award program (and the additional awards to Mr. Kozik and Mr. Chack made in connection with their hiring).

In the fiscal year ended August 31, 2023 (“fiscal 2023”), the Company granted Performance Share awards for the three-year performance period ended August 31, 2025, with vesting based on the achievement of specified performance metrics. The awards made in fiscal 2023 provided for vesting upon achievement of an ROIC target, the Company’s relative TSR and adjusted earnings per share (each as defined above) in equal measures. The target and vesting scale for these Performance Shares, and the vesting level achieved, are shown in the following tables:

For adjusted earnings per share, the targets for the Performance Shares awarded in fiscal 2023 were set for each fiscal year in the performance period as set forth in the following table. Each year was weighted equally in determining the overall performance level for this component of the Performance Shares. For each fiscal year presented, performance at or below the “minimum” level would result in no payout:

For the Performance Shares awarded in fiscal 2023, the payout with respect to the relative TSR component was capped at 100% of the target amount if the Company’s absolute total shareholder return for the three-year measurement period was negative. Overall, the Company’s performance over the measurement period resulted in a vesting level of 186% of the target opportunity for the Performance Shares.

In light of the respective dates that the NEOs joined the Company, of the NEOs, only Mr. Sternlieb, Mr. Topercer and Mr. Denis received Performance Share awards in fiscal 2023. Based on the achievement of the performance measures for the three-year period ended August 31, 2025, with respect to the Performance Share awards granted to each of them in fiscal 2023, prior to withholding for taxes, 113,158 shares were paid out to Mr. Sternlieb, 10,373 shares were paid out to Mr. Topercer, and 6,417 shares were paid out to Mr. Denis. The payout with respect to Mr. Denis’s Performance Shares was prorated for his period of service, which ended on August 1, 2025, pursuant to the Company’s Senior Officer Severance Plan, described below.

The Committee has generally followed a practice of making annual grants of restricted stock unit awards to its NEOs on a single date each year, when all material information is publicly available. While awards to NEOs have historically been made as part of the Company’s annual grant program, the Committee occasionally also makes awards to NEOs or other employees at other times, such as in connection with hiring, promotions or for retention purposes. In fiscal 2025, the Committee granted annual restricted stock unit awards and determined the amount of the Performance Share awards in November 2024, when it makes its general annual executive compensation decisions.

To provide increased certainty for the covered executive officers and the Company in the event of the severance of employment of a covered executive officer, the Board of Directors has adopted the Company’s Senior Officer Severance Plan. This plan is described in “Executive Compensation—Senior Officer Severance Plan and Executive Agreements—Senior Officer Severance Plan,” beginning on page 37.

The Company provides additional benefit programs to its employees, including NEOs and other executives, to attract and retain them as well as to provide a competitive total compensation program. The Company’s benefits philosophy is to generally provide similar benefit programs for all non-bargaining unit employees, including NEOs. Modifications may be made in cases where IRS limits or other regulations prevent equitable treatment or for competitive positioning purposes. The following table summarizes such benefit plans and eligibility for U.S. employees:

Under the Company’s 401(k) Plan, most employees, including NEOs, may contribute eligible compensation up to IRS limits. Historically, the Company has provided a matching contribution of $0.50 for every $1 on employee elective contributions, up to 8% of eligible pay, with immediate vesting. Although the 401(k) Plan permits the Company to make annual, discretionary contributions of up to 3% of eligible pay that would be fully vested after three years of service, the Company has not made any such contributions for several years.

The SERP covers certain executive level employees (including the NEOs) and is designed to improve the competitive positioning of the Company’s retirement programs, reward long-service employees and support executive retention and recruiting efforts. The SERP is a nonqualified defined contribution plan and the benefit is calculated by applying a SERP multiplier to total eligible compensation in a given year (base salary plus annual paid bonus). The SERP multiplier ranges from 3% to 6% and is determined by a formula that takes into account the executive’s age and years of service. SERP contributions are credited to a notional interest bearing account and vest after five years of service or when the executive turns 60. The targeted combined annual NEO retirement contribution between the SERP and 401(k) Plan is approximately 7% to 10.5% of cash compensation, depending on age and years of service. Each year the Committee determines the interest rate for SERP contributions and set the rate for fiscal 2025 at 4.24%.

The Company also offers a deferred compensation plan that allows U.S. employees with base salary over $120,000 to defer cash compensation and associated taxes until retirement or termination of employment or, subject to certain limitations, an earlier specified date. Investments include a mix of options similar to the 401(k) Plan, a company stock account (although the plan was amended during the fiscal year ended August 31, 2019 to no longer permit investment contributions to be made into the company stock account) and, for deferrals made prior to December 1, 2019, an interest bearing account. As a result of the unfunded nature of the plan, compensation deferrals are essentially unsecured loans from employees to the Company. The stock account return mirrors the performance of the Company’s stock price. Shares of common stock equal to the number of vested shares are transferred by the Company into a rabbi trust. When distributed, deferred amounts invested in the interest and investment accounts are paid out in cash while an appropriate number of shares of common stock (plus accrued dividends) is released from the rabbi trust to satisfy common stock fund distributions. Contributions into the deferred compensation plan may reduce the ability to participate fully in the 401(k) Plan.

The Company has maintained its 2010 Employee Stock Purchase Plan (the “ESPP”) as a plan qualified under Section 423 of the Internal Revenue Code to permit employees who satisfy minimum period-of-service requirements to elect to purchase shares of the Company’s Class A common stock through payroll withholding. Executive officers of the Company were not eligible to participate in the

ESPP until the ESPP was amended in December 2023 to permit them to participate on the same basis as other employees. The ESPP provides for periodic offering periods (currently, quarterly) in which qualifying employees may enroll to participate in the ESPP and select the level of payroll withholding to be applied for share purchases under the ESPP. Participants may purchase no more than $25,000 of the fair market value of shares under the ESPP in any calendar year. The purchase price for shares purchased under the ESPP is determined from time to time by the Committee and, as most recently amended, may not be less than the lesser of an amount equal to 85% of the closing price of the Class A common stock at the beginning of the periodic offering period or on the share purchase date following the end of the offering period.

Other perquisites are provided to help executives be more productive and efficient, to provide protection from potential business risk and as a competitive compensation measure. They are limited in amount, and the Company maintains a strict policy regarding the eligibility and use of these benefits, which include financial planning and personal use of the company airplane. Annual NEO personal use of the plane (which is reviewed by the Committee at least annually) is capped at 32 hours of flight time for the CEO and 12 hours for all other NEOs. The other benefits earned by our NEOs in fiscal 2025 are included in the “All Other Compensation” column of the Summary Compensation Table appearing on page 31, with details provided in footnote 5 to that table.

Ownership of Company stock by executives directly aligns their interests with shareholders. Accordingly, the Company maintains stock ownership guidelines for NEOs equal in value to a multiple of their base salary, with the levels for current NEOs set forth in the table below.

Stock ownership requirements include the value of unvested restricted stock units, but not unvested Performance Shares, consistent with Peer Group practices. Additionally, shares held in the 401(k) Plan, employee stock purchase plan and/or deferred compensation accounts, as well as shares owned outright or by immediate family members are counted towards the ownership requirements. The compliance period to achieve the ownership requirement is five years from the date of appointment. The Committee reviews each NEO’s compliance with these guidelines on an annual basis, and all NEOs who are current executive officers either have met the target ownership level or are within the five-year compliance period.

Sales of shares by executives are limited until the ownership requirements are met. Those who have not reached their specified targets are required to hold 50% of the net vested share value for each grant they receive so that they meet their requirements in a timely manner.

The Company has adopted a policy prohibiting directors, officers, and other employees from engaging in short-term or speculative transactions involving the Company’s common stock. This policy prohibits trading in Company common stock on a short-term basis, engaging in short sales, and buying and selling puts and calls, and discourages the practice of purchasing the Company’s stock on margin. In addition, the Company has adopted an insider trading policy addressing the purchase, sale and other disposition of the Company’s securities by its officers, directors and employees. The Company also follows procedures for the repurchase of its securities. The Company believes that its insider trading policy and its repurchase procedures are reasonably designed to promote compliance with U.S. federal insider trading laws, rules and regulations and the rules of the NYSE.

The Company maintains three compensation clawback policies that apply to its executive officers, including a policy adopted effective as of December 1, 2023 to address requirements under rules recently adopted by the SEC and NYSE mandating the clawback of incentive compensation upon the restatement of the Company’s financial statements and a policy adopted in July 2024 that provides for discretionary clawback of incentive compensation from executive officers and other specified management personnel in connection with misconduct and from management personnel in the event of a restatement of the Company’s financial statements.

The Company continues to maintain a clawback policy that had been adopted prior to the two policies adopted in fiscal 2024. This prior policy defines the economic consequences misconduct could have on the compensation of executive officers. Under that policy, in the event of a financial restatement due to fraud or misconduct, as determined by the Board of Directors, responsible executives must reimburse the Company for their annual cash bonus, as well as equity-based awards or other performance-based compensation paid to the executive based on the financial results that were the subject of the restatement.

The Company’s Dodd-Frank Clawback Policy (the “Dodd-Frank Policy”) was adopted effective as of December 1, 2023 and is of broader scope. The Dodd-Frank Policy applies with respect to a restatement of the Company’s financial statements even in the

absence of any fraud or misconduct by an executive officer. The policy generally requires the recovery by the Company, in the event of a required accounting restatement (including a “little-r” restatement) of the Company’s financial statements, of incentive-based compensation received after the date of the adoption of the policy, which is based wholly or in part upon the attainment of any financial reporting measure, received by current or former executive officers to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. Clawback under the policy is required for any such excess compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting restatement. The policy provides for mandatory clawback by the Company of such excess compensation, with exceptions applicable only if (a) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered (provided that the Company must make a reasonable attempt to recover such erroneously awarded compensation, document its reasonable attempts to recover, and provide that documentation to the NYSE) or (b) a recovery from certain tax-qualified retirement plans would likely cause such plans to fail to meet the statutory requirements for tax exemption. To facilitate the application of the policy, the Company requires recipients of awards of incentive compensation based wholly or in part upon the attainment of any financial reporting measure, including relative TSR, to agree to repay any such excess compensation in accordance with the policy.

The Board of Directors adopted the Company’s Management Incentive Compensation Clawback Policy in July 2024 to extend the clawback of incentive compensation from certain non-executive officer management personnel in the event of a restatement of the Company’s financial statements and to provide for the clawback of incentive compensation from executive officers and such other management personnel in the event of their misconduct. This policy provides for the clawback of incentive compensation as determined in the discretion of the Committee (i) from a member of our Global Leadership Team (currently comprised of our executive officers and approximately 50 other management personnel) in connection with misconduct by that member and (ii) from members of the Global Leadership Team not already covered by the Dodd-Frank Policy, upon a restatement of our financial information. Misconduct that triggers potential clawback under this policy includes, among other things: conviction, or a plea of guilty or no contest, of a felony or a crime involving dishonesty, disloyalty or fraud or involving conduct as an employee that could result in public disgrace or disrepute or economic harm to the Company; reporting to work while under the influence of alcohol or use of illegal drugs (whether or not at the workplace); repeated failure to perform duties or gross negligence or willful misconduct with respect to the performance of duties; violation of any of the terms of the Company’s established policies; and knowing failure to manage, report or monitor conduct of subordinates who have violated applicable law or any of the terms of the Company’s established policies. The policy provides that, in the event of misconduct, the Committee, in determining the amount of incentive compensation to be recouped, may consider, among other things, the seriousness of the misconduct, whether the covered employee was unjustly enriched, and whether seeking the recovery would prejudice the Company’s interests in any way, and any other factors it deems relevant to the determination.

The Committee did not make any structural changes to the design of its executive compensation program for the fiscal year ending August 31, 2026, including the performance measures and weightings used in the annual bonus program and annual long-term equity awards. The Committee believes the structure of the executive compensation program continues to align executive incentives with shareholder interests.

The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K.

TALENT DEVELOPMENT AND COMPENSATION COMMITTEE

The following table sets forth the total compensation of the NEOs for the fiscal years ended August 31, 2025, 2024 and 2023: