ENERPAC TOOL GROUP CORP (EPAC): Other Darren M. Kozik compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The executive compensation philosophy of the Board of Directors (the “Board”) of Enerpac Tool Group Corp. (the “Company”) is focused on creating long-term value for shareholders. In connection with the Company’s previously announced agreement to acquire Specialized Fabrication Equipment Group LLC, a Delaware limited liability company (“SFE Group”), the Board has approved on October 13, 2026 a long-term incentive program for certain of the Company’s executives and key employees designed to reward the successful completion of the SFE Group acquisition and incentivize growth associated with its integration and any future acquisition activities.
Under the program, certain of the Company’s named executive officers received performance-vesting restricted stock unit awards (the “PSU Award”) with an aggregate grant date dollar-denominated stated value at target level of performance as follows: Darren M. Kozik: $200,000, Benjamin J. Topercer: $125,000, Noah N. Popp: $110,000, and Eric T. Chack: $75,000. The PSU Awards were granted under the Company’s 2017 Omnibus Incentive Plan.
For each of the above officers, half of the PSU Awards will vest conditioned upon the Company’s achievement of net sales goals and half of the PSU Awards will vest conditioned upon the Company’s achievement of adjusted EBITDA goals. Each PSU Award will become earned, with respect to 0% of the target number of shares under the award at the threshold performance level, 100% at the target performance level and 200% at the maximum performance level, based on the Company’s achievement with respect to net sales and adjusted EBITDA, as applicable, for its 2028 fiscal year. Any earned shares under the PSU Awards will vest on the last day of the Company’s 2028 fiscal year, subject to the executive officer’s continued employment. The PSU Awards are subject to accelerated vesting in certain circumstances as further described in the applicable award agreements. In addition, the PSU Awards, and all other awards made under this program, will be forfeited for no consideration if the SFE Group acquisition does not close on or before November 30, 2026.
The foregoing description of the PSU Awards is qualified in its entirety by reference to the full text of the award agreements, the forms of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include statements regarding expected operating and financial results, including, but not limited to, the closing of the acquisition of SFE Group and other future acquisitions, net sales growth and adjusted EBITDA growth. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are described in our filings with the Securities and Exchange Commission, including, but not limited to, those factors listed in the "Risk Factors" section within Item 1A of Part I of our Annual Report on Form 10-K for the year ended August 31, 2025. Therefore, actual future events or results may differ materially from these statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.