8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 5, 2021

ENERPAC TOOL GROUP CORP

(Exact name of Registrant, as specified in its charter)

N86 W12500 WESTBROOK CROSSING

MENOMONEE FALLS, WISCONSIN 53051

Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (262) 293-1500

Former name or address, if changed since last report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.04    Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On March 5, 2021, Enerpac Tool Group Corp. (the “Company”) sent a notice (the “Blackout Notice”) to its executive officers and directors regarding a blackout period (the “Blackout Period”) that will be imposed for the Enerpac Tool Group 401(k) Plan (the “Plan”). Restrictions on transactions by participants in the Plan will be imposed during the Blackout Period due to the transition of the administration of the Plan to a new service provider. During the Blackout Period, Plan participants and beneficiaries temporarily will be prevented from effecting certain Plan transactions including transactions in the Plan's Enerpac Stock Fund.

The Blackout Notice informed the Company’s directors and executive officers that during the Blackout Period they will be subject to certain trading restrictions with respect to the Company’s equity securities (including derivative securities such as stock options) acquired in connection with their services as an executive officer or a director of the Company. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission’s Regulation BTR, which prohibit trading in a company’s securities by directors and executive officers during certain blackout periods relating to its 401(k) plan.

The Blackout Period will begin on March 24, 2021 and is expected to end during the week of April 18, 2021. A copy of the Blackout Notice is attached as Exhibit 99.1 and is incorporated herein by reference. During the Blackout Period and for a period of two years thereafter, information regarding the Blackout Period, including confirmation of the actual beginning and ending dates, may be obtained, without charge, by contacting the Corporate Secretary of the Company, in writing, at Corporate Secretary at Enerpac Tool Group Corp., N86 W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051, Attention Corporate Secretary or by telephone at (262) 293-1500.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

March 5, 2021

To: All Directors and Executive Officers

From: Fabrizio Rasetti, Executive Vice President, General Counsel and Secretary

Re: Notice of Blackout Period Concerning Trading in Enerpac Common Stock Triggered by Upcoming 401(k) Plan Transition

Starting April 1, 2021, Fidelity Investments will be the new service provider for the Enerpac Tool Group 401(k) Plan (the “Plan”). As a result of this transition, there will be a period during which Plan participants will be unable to diversify investments in the Enerpac stock held in their Plan accounts. During this period, the Sarbanes-Oxley Act prohibits Enerpac's directors and executive officers from trading any equity security of Enerpac acquired in connection with services as an executive officer or a director of Enerpac.

Special Blackout Period. Plan participants will be unable to diversify investments in the Enerpac stock held in Plan accounts during a period (the “SOX Blackout Period”) commencing on March 24, 2021 and expected to end during the week of April 18, 2021. Accordingly, during the SOX Blackout Period, subject to limited exceptions, you will be prohibited from trading any equity security of Enerpac (including Class A Common Stock) acquired in connection with your service as a director or executive officer of Enerpac. This SOX Blackout Period is a special blackout period required by law and is separate from the trading restrictions under Enerpac’s Insider Trading and Dissemination of Inside Information Policy. During the SOX Blackout Period, except as permitted by limited exceptions, you may not trade any Enerpac equity securities acquired in connection with your service as a director or executive officer notwithstanding the provisions of the Insider Trading Policy that would otherwise permit such a transaction.

Exceptions. Certain transactions are exempt from the restrictions on trading during the SOX Blackout Period, including:

•purchases or sales under a Rule 10b5-1(c) trading plan, and

•bona fide gifts and bequests, vesting events under equity awards and transfers pursuant to domestic relations orders.

Additional Information. If you engage in a transaction that violates the restrictions described above, you may be required to disgorge your profits from the transaction and you may be subject to civil and criminal penalties. The SEC’s regulations regarding SOX Blackout Period restrictions are complex. To avoid any inadvertent violations of the SOX Blackout Period restrictions, please contact me should you have any questions about your obligations.