Item 1.01 Entry Into a Material Definitive Agreement As previously reported, the Company and its wholly owned subsidiary, Rodeo Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of July 7, 2026 (the “Merger Agreement”), with Specialized Fabrication Equipment Group LLC, a Delaware limited liability company (“SFE Group”), and…
Filed Oct 28, 2026Accepted Oct 27, 2026, 9:10 PM EDTCIK 6955Accession 0001140361-26-040940
Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers and end markets for mission-critical applications in more than 100 countries. Its tools and services make complex, often hazardous jobs possible safely and efficiently. The Company delivers mission-critical solutions across high-pressure hydraulics, precision-controlled force, lifting and positioning, pipe preparation, orbital welding and cutting, and on-site services for industrial customers worldwide. Founded in 1910, the Company is headquartered in Milwaukee, Wisconsin, and its common stock trades on the NYSE under the symbol EPAC. For more information, visit www.enerpactoolgroup.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry Into a Material Definitive Agreement
As previously reported, the Company and its wholly owned subsidiary, Rodeo Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”),
entered into an Agreement and Plan of Merger, dated as of July 7, 2026 (the “Merger Agreement”), with Specialized Fabrication Equipment Group LLC, a Delaware limited liability company (“SFE Group”), and SFEG Holdings, Inc., a Delaware corporation,
solely in its capacity as representative of the equityholders of SFE Group (the “Representative”), providing for the acquisition by the Company of SFE Group pursuant to a merger of Merger Sub with and into SFE Group, with SFE Group being the
surviving limited liability company of the merger (the “Merger”). On October 27, 2026, the Company, Merger Sub, SFE Group and the Representative entered into a First Amendment to Agreement and Plan of Merger dated as of October 27, 2026 (the
“Amendment”).
The Amendment amends the Merger Agreement to provide that the issuance by the Company of Restricted Stock Unit awards to key personnel of SFE Group, in
lieu of cash payment of transaction bonuses owed by SFE Group to such personnel upon completion of the Merger, shall be made under the Enerpac Tool Group Corp. Inducement Award Plan, a newly adopted equity award plan, rather than under the Enerpac
Tool Group Corp. 2017 Omnibus Incentive Plan. The Amendment further amends the Merger Agreement to add a related covenant and conditions precedent to each party’s obligation to complete the Merger, and that each of such key personnel of SFE Group
execute and deliver to the Company an award agreement under the Inducement Plan. In addition, the Amendment clarifies provisions of the Merger Agreement addressing the closing date adjustment of the amount of the merger consideration for the level
of cash, debt and transaction expenses of SFE Group to address cash paid to SFE Group or its subsidiaries by the Company, as well as debt or transaction expenses of SFE Group or its subsidiaries satisfied or paid by the Company, on or prior to the
completion of the Merger. The Amendment also effects certain minor amendments and technical corrections to the Merger Agreement.
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the
Amendment, which is filed herewith as Exhibit 2.2 and is incorporated herein by reference.